SCHEDULE 13-D

-----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, Svr76R6QD6qhgzTL8uFSRVjryVEWX+2GImtxi2/3Q7KejeiVxRQqQ6xZiijegUGM 7BZHFd3GneCC3N6n0NhizQ== 0001193125-04-169980.txt : 20041012 0001193125-04-169980.hdr.sgml : 20041011 20041012130354 ACCESSION NUMBER: 0001193125-04-169980 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041012 DATE AS OF CHANGE: 20041012 GROUP MEMBERS: FRANK J. HUSIC GROUP MEMBERS: FRANK J. HUSIC & CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARGONAUT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001112880 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 943216714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59547 FILM NUMBER: 041074215 BUSINESS ADDRESS: STREET 1: 1101 CHESS DRIVE STREET 2: . CITY: FOSTER CITY STATE: CA ZIP: 94598 BUSINESS PHONE: 650-655-4300 MAIL ADDRESS: STREET 1: 1101 CHESS DRIVE STREET 2: . CITY: FOSTER CITY STATE: CA ZIP: 94598 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUSIC CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0000918214 IRS NUMBER: 943015492 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4153980800 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D 1 dsc13d.htm SCHEDULE 13-D SCHEDULE 13-D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13-D

under the Securities Exchange Act of 1934

ARGONAUT TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

040175101

(CUSIP Number)

HUSIC CAPITAL MANAGEMENT, L.P.

555 California Street, Suite 2900

San Francisco CA 94104

Attention: Frank Husic

(415) 398-0800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 1, 2004

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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).


CUSIP No.: 040175101		13-D		Page 2 of 7


1	NAMES OF REPORTING PERSON I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HUSIC CAPITAL MANAGEMENT, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

5,006,865

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

5,006,865


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,006,865
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% (1)
14	TYPE OF REPORTING PERSON PN, IA

(1)

Based on 20,607,039 shares outstanding as reported by Argonaut Technologies, Inc. in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.


CUSIP No.: 040175101		13-D		Page 3 of 7


1	NAMES OF REPORTING PERSON I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) FRANK J. HUSIC & CO.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

5,006,865

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

5,006,865


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,006,865
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% (1)
14	TYPE OF REPORTING PERSON CO, HC

(1)

Based on 20,607,039 shares outstanding as reported by Argonaut Technologies, Inc. in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.


CUSIP No.: 040175101		13-D		Page 4 of 7


1	NAMES OF REPORTING PERSON I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) FRANK J. HUSIC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

5,006,865

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

5,006,865


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,006,865
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% (1)
14	TYPE OF REPORTING PERSON IN, HC

(1)

Based on 20,607,039 shares outstanding as reported by Argonaut Technologies, Inc. in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.

ITEM 1. SECURITY AND ISSUER.

This statement relates to the shares of common stock, par value $.0001 per share (the “Common Stock”), of Argonaut Technologies, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1101 Chess Drive, Foster City, California, 94598.

ITEM 2. IDENTITY AND BACKGROUND.

This statement is being filed by (i) Husic Capital Management, L.P., a California limited partnership and registered investment adviser (“Husic”), (ii) Frank J. Husic & Co., a California corporation (“Corporate G.P.”) and (iii) Frank J. Husic (“Shareholder”) (collectively, the “Reporting Persons”). Corporate G.P. controls Husic by virtue of its position as the sole general partner of Husic. Shareholder controls Husic by virtue of Shareholder’s position as the sole shareholder of Corporate G.P.

Husic’s beneficial ownership of the Common Stock is direct as a result of Husic’s discretionary authority to buy, sell, and vote shares of such Common Stock for its investment advisory clients. Corporate G.P.’s beneficial ownership of Common Stock is indirect as a result of its control of Husic. Shareholder’s beneficial ownership of Common Stock is indirect as a result of Shareholder’s stock ownership in Corporate G.P.

Husic’s and Corporate G.P.’s Principal Business Offices are located at 555 California Street, Suite 2900, San Francisco, California 94104.

Shareholder is a United States citizen whose business address is 555 California Street, Suite 2900, San Francisco, CA 94104. Shareholder’s principal occupation is that of an investment manager.

Shareholder is the sole director of Corporate G.P. The executive officers of Corporate G.P. are Shareholder, Lesley L. Jones and Claudia Owen. Shareholder is President. Lesley L. Jones is Secretary and Chief Compliance Officer and Claudia Owen is Chief Financial Officer.

During the last five years, no Reporting Person or other person identified in response to this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Information with respect to each Reporting Person is given solely by the respective Reporting Person, and no Reporting Person undertakes hereby any responsibility for the accuracy or completeness of such information concerning any other Reporting Person.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The purchases of 5,006,865 shares of Common Stock by Husic were made in the open market and were funded from the discretionary accounts of its investment advisory clients, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The amount of funds expended for such purchases (including brokerage commissions and related fees) was approximately $8,838,441.

ITEM 4. PURPOSE OF TRANSACTION.

The Reporting Persons acquired beneficial ownership of the shares of Common Stock to which this Schedule 13D relates for investment purposes. On October 1, 2004, the Shareholder became a member of the Board of Directors of the Issuer. In that capacity, the Shareholder will be participating in the management of the Issuer, and consequently has filed this statement on Schedule 13D. The Reporting Persons have previously reported their holdings of the Issuer’s Common Stock on a Schedule 13G. The Reporting Persons continue to hold their shares for investment purposes.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) The Reporting Persons beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 5,006,865 shares of Common Stock, representing approximately 24.3% of the outstanding shares of Common Stock based on 20,607,039 shares outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.

(b) As of the date of filing, the shares that are the subject of this Schedule 13-D are currently held by Husic. Husic has shared (with other persons listen in Item 2) voting and dispositive power over the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13-D, Corporate GP and Shareholder may both be deemed to have indirect beneficial ownership of the 5,006,865 shares of Common Stock held by Husic. The Shareholder has ultimate voting and dispositive power over the shares of Common Stock held by Husic.

(c) The purchases of the shares of Common Stock by Husic indicated in the following chart were made in the open market and were funded from the discretionary accounts of its investment advisory clients, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.


Date	Quantity	Buy/Sell	Price Per Share
September 1, 2004	1,267	Sell	$	1.02
September 8, 2004	1,880	Sell	$	0.94
September 9, 2004	9,314	Sell	$	0.91
September 13, 2004	160	Sell	$	0.90
September 20, 2004	35,457	Buy	$	1.01
September 28, 2004	5,615	Sell	$	0.92
October 1, 2004	21,500	Sell	$	0.88
October 11, 2004	12,000	Sell	$	0.89

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Husic has not entered into any contracts, arrangements or understanding with respect to the securities of the Issuer. Husic holds its shares pursuant to agreements with its clients giving it discretionary authority to vote and/or dispose of shares in the Issuer, just as with any other investment made by Husic on behalf of its clients.

ITEM

7. MATERIAL TO BE FILED AS EXHIBITS

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 12, 2004


HUSIC CAPITAL MANAGEMENT, L.P.

By:		Frank J. Husic & Co.
Its:		General Partner

By:		/s/ Lesley Jones
		Lesley Jones
		Compliance Officer

FRANK J. HUSIC & CO.

By:		Frank J. Husic & Co.
Its:		General Partner

By:		/s/ Lesley Jones
		Lesley Jones
		Compliance Officer

FRANK J. HUSIC

By:		/s/ Frank J. Husic

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