-----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, HrWV/TcTGs6hTygWSguYwF2Qu4mMt6BqRNxbWaWEqXeShQ8QxYjro5sSMMWDMmcs wJkShNlah6dw5kZ3aTaVdw== 0000950134-05-016136.txt : 20050816 0000950134-05-016136.hdr.sgml : 20050816 20050816094537 ACCESSION NUMBER: 0000950134-05-016136 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 GROUP MEMBERS: BC ADVISORS LLC GROUP MEMBERS: G STACY SMITH GROUP MEMBERS: REID S WALKER GROUP MEMBERS: SRB GREENWAY CAPITAL (QP) LP GROUP MEMBERS: SRB GREENWAY CAPITAL LP GROUP MEMBERS: SRB GREENWAY OFFSHORE OPERATING FUND LP GROUP MEMBERS: SRB MANAGEMENT LP GROUP MEMBERS: STEVEN R BECKER GROUP MEMBERS: WALKER SMITH CAPITAL (QP) LP GROUP MEMBERS: WALKER SMITH CAPITAL LP GROUP MEMBERS: WALKER SMITH INTERNATIONAL FUND LTD GROUP MEMBERS: WS CAPITAL MANAGEMENT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CURON MEDICAL INC CENTRAL INDEX KEY: 0001114365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770470324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60601 FILM NUMBER: 051029204 BUSINESS ADDRESS: STREET 1: 46117 LANDING PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106611800 MAIL ADDRESS: STREET 1: 46117 LANDING PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 d28041sc13g.htm SCHEDULE 13G sc13g
 

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response...11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Curon Medical, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

231292103

(CUSIP Number)

June 3, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required in 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 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).

Person Authorized to Receive Notices and Communications:
Mark S. Solomon, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
(214) 659-4400

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

             
13G
CUSIP No. 231292103 Page 2 of 24
  1. Name of Reporting Person:
WS Capital, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,384,614
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,384,614
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,384,614
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.2%*
  12.Type of Reporting Person:
HC/OO

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 3 of 24
  1. Name of Reporting Person:
WS Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,384,614
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,384,614
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,384,614
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.2%*
  12.Type of Reporting Person:
IA/PN

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 4 of 24
  1. Name of Reporting Person:
Walker Smith Capital, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
101,307
6. Shared Voting Power:
0
7. Sole Dispositive Power:
101,307
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
101,307
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.2%*
  12.Type of Reporting Person:
PN

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 5 of 24
  1. Name of Reporting Person:
Walker Smith Capital (Q.P.), L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
533,076
6. Shared Voting Power:
0
7. Sole Dispositive Power:
533,076
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
533,076
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.2%*
  12.Type of Reporting Person:
PN

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 6 of 24
  1. Name of Reporting Person:
Walker Smith International Fund, Ltd.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
750,231
6. Shared Voting Power:
0
7. Sole Dispositive Power:
750,231
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
750,231
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.2%*
  12.Type of Reporting Person:
CO

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 7 of 24
  1. Name of Reporting Person:
Reid S. Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,384,614
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,384,614
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,384,614
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.2%*
  12.Type of Reporting Person:
HC/IN

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 8 of 24
  1. Name of Reporting Person:
G. Stacy Smith		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,384,614
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,384,614
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,384,614
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.2%*
  12.Type of Reporting Person:
HC/IN

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 9 of 24
  1. Name of Reporting Person:
BC Advisors, LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,846,155
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,846,155
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,846,155
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.2%*
  12.Type of Reporting Person:
HC/CO

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 10 of 24
  1. Name of Reporting Person:
SRB Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,846,155
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,846,155
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,846,155
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.2%*
  12.Type of Reporting Person:
IA/PN

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 11 of 24
  1. Name of Reporting Person:
SRB Greenway Capital, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
211,386
6. Shared Voting Power:
0
7. Sole Dispositive Power:
211,386
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
211,386
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.5%*
  12.Type of Reporting Person:
PN

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 12 of 24
  1. Name of Reporting Person:
SRB Greenway Capital (Q.P.), L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,500,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,500,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,500,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.4%*
  12.Type of Reporting Person:
PN

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 13 of 24
  1. Name of Reporting Person:
SRB Greenway Offshore Operating Fund, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
134,769
6. Shared Voting Power:
0
7. Sole Dispositive Power:
134,769
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
134,769
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.3%*
  12.Type of Reporting Person:
PN

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

             
13G
CUSIP No. 231292103 Page 14 of 24
  1. Name of Reporting Person:
Steven R. Becker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,846,155
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,846,155
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,846,155
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.2%*
  12.Type of Reporting Person:
HC/IN

 
*   Based on 43,349,415 shares of common issued and outstanding, which represents (a) 29,867,001 shares issued and outstanding on May 4, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005, and (b) 13,482,464 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 7, 2005.

 

     This Schedule 13G relates to the common stock (“Common Stock”) of Curon Medical, Inc. acquired by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), and (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), and (ii) BC Advisors, LLC, a Texas limited liability company (“BCA”), for the account of (1) SRB Greenway Capital, L.P., a Texas limited partnership (“SRBGC”), (2) SRB Greenway Capital (Q.P.), L.P., a Texas limited partnership (“SRBQP”), and (3) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership (“SRB Offshore”). WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”), which is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. Reid S. Walker and G. Stacy Smith are principals of WS Capital. BCA is the general partner of SRB Management, L.P., a Texas limited partnership (“SRB Management”), which is the general partner of SRBGC, SRBQP and SRB Offshore. Steven R. Becker is the sole principal of BCA. Pursuant to a letter agreement, Steven R. Becker may collaborate with Reid S. Walker and G. Stacy Smith on investment strategies from time to time. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
     
Item 1(a)
   Name of Issuer:
 
    
 
   Curon Medical, Inc.
 
    
Item 1(b)
   Address of Issuer’s Principal Executive Offices:
 
    
 
   46117 Landing Parkway
 
   Fremont, CA 94538
 
    
Item 2(a)
   Names of Persons Filing:
 
    
 
   See Item 1 of each cover page.
 
    
Item 2(b)
   Address of Principal Business Offices:
 
    
 
   300 Crescent Court, Suite 1111
 
   Dallas, Texas 75201
 
    
Item 2(c)
   Citizenship:
 
    
 
   See Item 4 of each cover page.
 
    
Item 2(d)
   Title of Class of Securities:
 
    
 
   Common Stock, par value $0.001 per share
 
    
Item 2(e)
   CUSIP Number:
 
    
 
   231292103
 
    
Item 3
   Status of Persons Filing:
 
    
 
   (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
   (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
   (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
   (d) o Investment company registered under section 8 of the Investment Company Act of 1940
 
             (15 U.S.C. 80a-8);
 
   (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
   (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

     
 
   (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
   (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
 
             (12 U.S.C. 1813);
 
   (i) o A church plan that is excluded from the definition of an investment company under
 
             section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
   (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4     Ownership:
  (a)   Reid S. Walker and G. Stacy Smith are the beneficial owners of 1,384,614 shares of Common Stock beneficially owned by WS Capital and WSC management. WS Capital and WSC Management are the beneficial owners of 1,384,614 shares of Common Stock, which includes (i) 101,307 shares beneficially owned by WSC, consisting of (a) 67,538 shares of Common Stock and (b) currently exercisable warrants to purchase 33,769 shares of Common Stock; (ii) 533,076 shares beneficially owned by WSCQP, consisting of (a) 355,384 shares of Common Stock and (b) currently exercisable warrants to purchase 177,692 shares of Common Stock; and (iii) 750,231 shares beneficially owned by WS International, consisting of 500,154 shares of Common stock and currently exercisable warrants to purchase 250,077 shares of Common Stock.
Steven R. Becker is the beneficial owner of 1,846,155 shares of Common Stock beneficially owned by BCA and SRB Management for the accounts of SRBGC, SRBQP and SRB Offshore. BCA and SRB Management are the beneficial owners of 1,846,155 shares of Common Stock, which includes (i) 211,386 shares beneficially owned by SRBGC, consisting of 140,924 shares of Common stock and currently exercisable warrants to purchase 70,462 shares of Common Stock; (ii) 1,500,000 shares beneficially owned by SRBQP, consisting of 1,000,000 shares of Common stock and currently exercisable warrants to purchase 500,000 shares of Common Stock; and (iii) 134,769 shares beneficially owned by SRB Offshore, consisting of 89,846 shares of Common Stock and currently exercisable warrants to purchase 44,923 shares of Common Stock.
(b) Percent of class:
See Item 11 of each cover page.
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote:
See Item 5 of each cover page.
(ii) shared power to vote or to direct the vote:
See Item 6 of each cover page.
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of each cover page.
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
     
Item 5
   Ownership of 5% or Less of a Class:
 
    
 
   Not applicable.
 
    
Item 6
   Ownership of More than 5% on Behalf of Another Person:
 
    
 
   Not applicable.

 

 

     
Item 7
  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
    
 
  WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP and WS International. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSC Management’s clients.
 
    
 
  SRB Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, SRBGC, SRBQP and SRB Offshore. BCA is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA, and therefore exercises investment discretion and control with respect to the shares of Common Stock beneficially owned by SRB Management’s clients.
 
    
Item 8
  Identification and Classification of Members of the Group:
 
    
 
  Not applicable.
 
    
Item 9
  Notice of Dissolution of Group:
 
    
 
  Not applicable.
 
    
Item 10
  Certification:
 
    
 
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

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.
Date: August 15, 2005
         
    WS CAPITAL, L.L.C.
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS CAPITAL MANAGEMENT, L.P.
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WALKER SMITH CAPITAL, L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WALKER SMITH CAPITAL (Q.P.), L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WALKER SMITH INTERNATIONAL FUND, LTD.
 
        
 
  By:   WS Capital Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

 

         
    /s/ Reid S. Walker
     
    REID S. WALKER
 
        
    /s/ G. Stacy Smith
     
    G. STACY SMITH
 
        
    BC ADVISORS, LLC
 
        
 
  By:   /s/ Steven R. Becker
 
       
 
      Steven R. Becker, Member
 
        
    SRB MANAGEMENT, L.P.
 
        
 
  By:   BC Advisors, LLC, its general partner
 
        
 
  By:   /s/ Steven R. Becker
 
       
 
      Steven R. Becker, Member
 
        
    SRB GREENWAY CAPITAL, L.P.
 
        
 
  By:   SRB Management, L.P., its general partner
 
        
 
  By:   BC Advisors, LLC, its general partner
 
        
 
  By:   /s/ Steven R. Becker
 
       
 
      Steven R. Becker, Member
 
        
    SRB GREENWAY CAPITAL (Q.P.), L.P.
 
        
 
  By:   SRB Management, L.P., its general partner
 
        
 
  By:   BC Advisors, LLC, its general partner
 
        
 
  By:   /s/ Steven R. Becker
 
       
 
      Steven R. Becker, Member
 
        
    SRB GREENWAY OFFSHORE OPERATING FUND, L.P.
 
        
 
  By:   SRB Management, L.P., its general partner
 
        
 
  By:   BC Advisors, LLC, its general partner
 
        
 
  By:   /s/ Steven R. Becker
 
       
 
      Steven R. Becker, Member
 
        
 
  By:   /s/ Steven R. Becker
 
       
    /s/ Steven R. Becker
    STEVEN R. BECKER

 

 

EXHIBITS
     
Exhibit 1
  Joint Filing Agreement, dated August 15, 2005, entered into by and among WS Capital, L.L.C., WS Capital Management, L.P., Walker Smith Capital, L.P., Walker Smith Capital (Q.P.), L.P., Walker Smith International Fund, Ltd., Reid S. Walker, G. Stacy Smith, BC Advisors, LLC, SRB Management, L.P., SRB Greenway Capital, L.P., SRB Greenway Capital (Q.P.), L.P., SRB Greenway Offshore Operating Fund, L.P. and Steven R. Becker.

 

EX-99.1 2 d28041exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Curon Medical, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of August 15, 2005.
         
    WS CAPITAL, L.L.C.
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS CAPITAL MANAGEMENT, L.P.
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WALKER SMITH CAPITAL, L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WALKER SMITH CAPITAL (Q.P.), L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

 

         
    WALKER SMITH INTERNATIONAL FUND, LTD.
 
        
 
  By:   WS Capital Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    /s/ Reid S. Walker
     
    REID S. WALKER
 
        
    /s/ G. Stacy Smith
     
    G. STACY SMITH
 
        
    BC ADVISORS, LLC
 
        
 
  By:   /s/ Steven R. Becker
 
       
 
      Steven R. Becker, Member
 
        
    SRB MANAGEMENT, L.P.
 
        
 
  By:   BC Advisors, LLC, its general partner
 
        
 
  By:   /s/ Steven R. Becker
 
       
 
      Steven R. Becker, Member
 
        
    SRB GREENWAY CAPITAL, L.P.
 
        
 
  By:   SRB Management, L.P., its general partner
 
        
 
  By:   BC Advisors, LLC, its general partner
 
        
 
  By:   /s/ Steven R. Becker
 
       
 
      Steven R. Becker, Member
 
        
    SRB GREENWAY CAPITAL (Q.P.), L.P.
 
        
 
  By:   SRB Management, L.P., its general partner
 
        
 
  By:   BC Advisors, LLC, its general partner
 
        
 
  By:   /s/ Steven R. Becker
 
       
 
      Steven R. Becker, Member

 

 

         
    SRB GREENWAY OFFSHORE OPERATING FUND, L.P.
 
        
 
  By:   SRB Management, L.P., its general partner
 
        
 
  By:   BC Advisors, LLC, its general partner
 
        
 
  By:   /s/ Steven R. Becker
 
       
 
      Steven R. Becker, Member
 
        
    /s/ Steven R. Becker
     
    STEVEN R. BECKER

 

-----END PRIVACY-ENHANCED MESSAGE-----