-----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, V0gPTJxTOy1bcjNpw80UpxuPyJ+Hx+Qq5UnWqVtZ7766rc57bVct9mr0y14F60Dc nfcygu8lH2idS0JAu8wcKA== 0001013594-05-000534.txt : 20051227 0001013594-05-000534.hdr.sgml : 20051226 20051227172639 ACCESSION NUMBER: 0001013594-05-000534 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051227 DATE AS OF CHANGE: 20051227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXACT SCIENCES CORP CENTRAL INDEX KEY: 0001124140 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 204782291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62447 FILM NUMBER: 051287569 BUSINESS ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 5086831200 MAIL ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: EXACT CORP DATE OF NAME CHANGE: 20000919 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUSSMAN S DONALD CENTRAL INDEX KEY: 0001044734 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6100 RED HOOK QUARTER STREET 2: 18B, SUITES C, 1-6 CITY: ST. THOMAS STATE: VI ZIP: 00802 BUSINESS PHONE: 2038628000 MAIL ADDRESS: STREET 1: 6100 RED HOOK QUARTER, 18B STREET 2: SUITES C, 1-6 CITY: ST. THOMAS STATE: VI ZIP: 00802 SC 13G 1 exact13g-122705.txt DECEMBER 27, 2005 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.___)* Exact Sciences Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 30063P105 (CUSIP Number) December 16, 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: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] 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 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). (Continued on the Following Pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paloma International L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,516,646 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,516,646 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,516,646 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.76% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) S. Donald Sussman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 1,516,646 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,516,646 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,516,646 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.76% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MAK Capital One L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,516,646 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,516,646 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,516,646 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.76% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MAK Capital Fund LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 117,880 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 117,880 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 117,880 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.45% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael A. Kaufman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 1,634,526 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,634,526 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,634,526 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.21% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This report reflects the shares of Common Stock (as defined below) beneficially owned by the Reporting Persons (as defined below) as of December 26, 2005. ITEM 1(a). Name of Issuer: Exact Sciences Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 100 Campus Drive Marlborough, Massachusetts 01752 Item 2(a). Name of Persons Filing: The names of the persons filing this statement on Schedule 13G are: Paloma International L.P., a Delaware limited partnership ("Paloma"), S. Donald Sussman ("Mr. Sussman"), MAK Capital One L.L.C., a Delaware limited liability company ("MAK Capital"), MAK Capital Fund LP, a Bermuda limited partnership ("MAK Fund"), and Michael A. Kaufman ("Mr. Kaufman," and collectively, the "Reporting Persons"). Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for Paloma is Two American Lane, Greenwich, Connecticut 06836. The principal business address for Mr. Sussman is 6100 Red Hook Quarter, 18B, Suites C, 1-6, St. Thomas, United States Virgin Islands 00802. The principal business address for MAK Fund is c/o Dundee Leeds Management Services Ltd., 129 Front Street, Hamilton, HM 12, Bermuda. The principal business address for each of MAK Capital and Mr. Kaufman is 590 Madison Avenue, 9th Floor, New York, New York 10022. Item 2(c). Citizenship: Paloma is a Delaware limited partnership. MAK Capital is a Delaware limited liability company. MAK Fund is a Bermuda limited partnership. Mr. Sussman and Mr. Kaufman are citizens of the United States. Item 2(d). Title of Class of Securities Common Stock, $.01 par value (the "Common Stock"). Item 2(e). CUSIP Number: 30063P105 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The Reporting Persons collectively beneficially own 1,634,526 shares of Common Stock. (b) Percent of class: The Reporting Persons have beneficial ownership of 1,634,526 shares of Common Stock constituting 6.21% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote of the 1,516,646 shares of Common Stock owned by Paloma. MAK Fund and Mr. Kaufman have shared power to vote or direct the vote of the 117,880 shares of Common Stock owned by MAK Fund. (iii) Sole power to dispose or to direct the disposition of Not applicable. (iv) Shared power to dispose or to direct the disposition of Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to dispose or direct the disposition of the 1,516,646 shares of Common Stock owned by Paloma. MAK Fund and Mr. Kaufman have shared power to dispose or direct the disposition of the 117,880 shares of Common Stock owned by MAK Fund. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent 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. Paloma holds its 1,516,646 shares of Common Stock that it beneficially owns through its wholly-owned subsidiary, Sunrise Partners Limited Partnership, a Delaware limited partnership. Item 8. Identification and Classification of Members of the Group. See Exhibit B attached hereto. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below the undersigned certifies that, to the best of its 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. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: December 27, 2005 PALOMA INTERNATIONAL L.P. By: Paloma GP LLC, general partner By: /s/ Michael J. Berner --------------------- Michael J. Berner Vice President /s/ S. Donald Sussman ---------------------- S. Donald Sussman MAK CAPITAL ONE L.L.C. By: /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman Managing Member MAK CAPITAL FUND LP By: MAK GP LLC, general partner By: /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman Managing Member /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Exact Sciences Corporation dated December 27, 2005 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: December 27, 2005 PALOMA INTERNATIONAL L.P. By: Paloma GP LLC, general partner By: /s/ Michael J. Berner --------------------- Michael J. Berner Vice President /s/ S. Donald Sussman ---------------------- S. Donald Sussman MAK CAPITAL ONE L.L.C. By: /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman Managing Member MAK CAPITAL FUND LP By: MAK GP LLC, general partner By: /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman Managing Member /s/ Michael A. Kaufman ---------------------- Michael A. Kaufman EXHIBIT B IDENTIFICATION OF MEMBERS OF THE GROUP Paloma International L.P. S. Donald Sussman MAK Capital One L.L.C. MAK Capital Fund LP Michael A. Kaufman -----END PRIVACY-ENHANCED MESSAGE-----