-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GJ9qzWL6YEeCRb0ux2CL7wbF+HK5fQ6rwPX7zEI3oXL4LrsuvzA8qUc2Hs3Xtu45 8pHcv9ehtws6ih7ZUX324w== 0000950123-05-009350.txt : 20050803 0000950123-05-009350.hdr.sgml : 20050803 20050803144353 ACCESSION NUMBER: 0000950123-05-009350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050803 GROUP MEMBERS: NOVA CAPITAL GROUP LIMITED GROUP MEMBERS: NOVA CAPITAL MANAGEMENT USA LLC GROUP MEMBERS: NOVA GENERAL PARTNER LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUOVADX INC CENTRAL INDEX KEY: 0001094561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 850373486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58767 FILM NUMBER: 05995283 BUSINESS ADDRESS: STREET 1: 6400 SOUTH FIDLERS GREEN CIRCLE STREET 2: STE 540 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3034882019 MAIL ADDRESS: STREET 1: 6400 S FIDDLERS GREEN CIRCLE STREET 2: STE 1400 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: XCARE NET INC DATE OF NAME CHANGE: 19990907 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC MEDICAL CAPITAL LP CENTRAL INDEX KEY: 0001020172 IRS NUMBER: 133895087 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 156 W 56TH ST STREET 2: STE 1605 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123073580 MAIL ADDRESS: STREET 1: 156 W 56TH ST STREET 2: STE 1605 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 y11488sc13dza.txt AMENDMENT NO. 1 TO FORM SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) QUOVADX, INC. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 74913K106 (CUSIP Number) ATLANTIC MEDICAL CAPITAL, L.P. 728 POST ROAD EAST, SUITE 200 WESTPORT, CT 06880 TEL. NO.: (203) 787-5029 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPIES TO: MARCI SETTLE, ESQ. KAYE SCHOLER LLP 425 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 836-8000 JULY 29, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box []. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. Page 1 of 8 Pages *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 8 Pages SCHEDULE 13D CUSIP NO. 74913K106 PAGE 3 OF 8 PAGES NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 Atlantic Medical Capital, L.P. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [X] 2 (B) [ ] SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 N/A CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] 5 CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware SOLE VOTING POWER 7 NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,976,740 Common Shares OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING 10 SHARED DISPOSITIVE POWER PERSON 1,976,740 Common Shares WITH AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,976,740 Common Shares CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 4.9% TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 PN
SCHEDULE 13D CUSIP NO. 74913K106 PAGE 4 OF 8 PAGES NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 Nova Capital Group Limited CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [X] 2 (B) [ ] SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 N/A CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 5 CITIZENSHIP OR PLACE OF ORGANIZATION 6 England and Wales SOLE VOTING POWER NUMBER OF 7 SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,976,740 Common Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 1,976,740 Common Shares AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,976,740 Common Shares CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 12 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 4.9% TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO
SCHEDULE 13D CUSIP NO. 74913K106 PAGE 5 OF 8 PAGES NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 Nova Capital Management USA LLC CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [X] (B) [ ] 2 SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 N/A CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 5 CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware SOLE VOTING POWER NUMBER OF 7 SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,976,740 Common Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 1,976,740 Common Shares AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,976,740 Common Shares CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 12 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 4.9% TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 OO
CUSIP NO. 74913K106 PAGE 6 OF 8 PAGES NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 Nova General Partner Limited CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [X] (B) [ ] 2 SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 N/A CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 5 CITIZENSHIP OR PLACE OF ORGANIZATION 6 England and Wales SOLE VOTING POWER NUMBER OF 7 SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,976,740 Common Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 1,976,740 Common Shares AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,976,740 Common Shares CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 12 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 4.9% TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO
Item 5. Interest in Securities of the Issuer. Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) The aggregate number of Common Shares beneficially owned by the Reporting Persons as of the date hereof is 1,976,740 shares. Based on the information provided by the Issuer in its Form 10Q Report filed on April 25, 2005, that there are 40,561,880 Common Shares outstanding, the Common Shares beneficially owned by the Reporting Persons represent approximately 4.9% of the outstanding Common Shares. Atlantic Medical, Nova General Partner and Nova Capital have shared voting and investment power with respect to the 1,976,740 shares of Common Stock, and Atlantic Medical, Nova General Partner and Nova Capital may each, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owners of such shares. (b) N/A (c) Pursuant to 20 sale transactions that occurred on the dates listed below, the Reporting Persons disposed of Common Shares through sales in open market transactions as listed below:
Date of Sale Number of Shares Sold Avg. Per Share Selling Price ------------ --------------------- ---------------------------- June 27, 2005 15,902 $2.707 June 28, 2005 24,579 2.722 June 29, 2005 5,000 2.688 June 29, 2005 5,000 2.690 June 30, 2005 15,000 2.703 July 1, 2005 15,112 2.711 July 5, 2005 10,000 2.710 July 7, 2005 6,700 2.701 July 8, 2005 2,707 2.691 July 11, 2005 2,750 2.720 July 12, 2005 7,250 2.720 July 15, 2005 10,100 2.700 July 18, 2005 6,100 2.690 July 22, 2005 31,700 2.602 July 25, 2005 9,900 2.564 July 26, 2005 5,000 2.539 July 27, 2005 15,000 2.570 July 28, 2005 22,865 2.590 July 29, 2005 10,246 2.547 August 1, 2005 45,000 2.556
(d) N/A (e) The date on which the Reporting Persons ceased to be the beneficial owners of more than five percent of Common Shares of the Issuer is July 29, 2005. Page 7 of 8 Pages SIGNATURE After reasonable inquiry and, to the best of my knowledge and belief, I certify that the information set forth on this statement is true, complete and correct. Dated: August 3, 2005 Atlantic Medical Capital, L.P. By: Nova General Partner Limited By: /s/ Donald Forrest --------------------------------------- Name: Donald Forrest Title: Director Nova Capital Group Limited By: /s/ Andrew Gairdner ----------------------------------- Name: Andrew Gairdner Title: Secretary Nova Capital Management USA LLC By: /s/ Donald Forrest --------------------------------------- Name: Donald Forrest Title: Director and Assistant Secretary Nova General Partner Limited By: /s/ Donald Forrest --------------------------------------- Name: Donald Forrest Title: Director Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----