-----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, OoLqxqebjmmmRq2x/STWgBnTsO+dRjpurkrdI6D2Smeph782l1x2ssMrMTtTDAtT 0BMjsNSIqCAQ+XPiCoJ+Eg== 0000890163-07-000593.txt : 20070917 0000890163-07-000593.hdr.sgml : 20070917 20070917170344 ACCESSION NUMBER: 0000890163-07-000593 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070917 DATE AS OF CHANGE: 20070917 GROUP MEMBERS: PAUL J. SOLIT GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT INC. GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICALCV INC CENTRAL INDEX KEY: 0001144284 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411717208 STATE OF INCORPORATION: MN FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62263 FILM NUMBER: 071120654 BUSINESS ADDRESS: STREET 1: 9725 SOUTH ROBERT TRAIL CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 BUSINESS PHONE: 6514523000 MAIL ADDRESS: STREET 1: 9725 SOUTH ROBERT TRAIL CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001233369 IRS NUMBER: 133984298 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125215115 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 s11-7744_13g.htm SCHEDULE 13G-MEDICALCV, INC. Unassociated Document

SEC 1745
(02-02)
Potential persons who are to 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.
 
 


 

 
UNITED STATES
OMB APPROVAL
 
SECURITIES AND EXCHANGE COMMISSION
OMB Number:
 
 
Washington, D.C. 20549
Expires:
 
 
SCHEDULE 13G
(Rule 13d-102)
Estimated average burden hours per response. .



Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934



MedicalCV, Inc.
 (Name of Issuer)

Common Stock, par value $ .01 per share
(Title of Class of Securities)

584639405
 (CUSIP Number)

July 2, 2007
 (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).
 
 

 

CUSIP No.  584639405
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
  Potomac Capital Management LLC
  13-3984298
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
[     ]
 
 
(b)
[     ]
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
  New York
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
  0
 
6.
Shared Voting Power
1,117,855
 
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
1,117,855
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
The Reporting Persons own an aggregate of 1,117,855 shares consisting of 714,286 shares of common stock and warrants to purchase 403,569 shares of common stock, representing in the aggregate 10.91% of the issued and outstanding shares.
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
10.91%
 
 
12.
Type of Reporting Person (See Instructions)
 
  HC; OO (Limited Liability Company)
           

 
2


 CUSIP No.  584639405
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
  Potomac Capital Management Inc.
  13-3984786
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
[     ]
 
 
(b)
[     ]
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
  New York
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
  0
 
6.
Shared Voting Power
1,117,855
 
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
1,117,855
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
The Reporting Persons own an aggregate of 1,117,855 shares consisting of 714,286 shares of common stock and warrants to purchase 403,569 shares of common stock, representing in the aggregate 10.91% of the issued and outstanding shares.
     
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
 
 
11.
Percent of Class Represented by Amount in Row (9)
10.91%
 
 
12.
Type of Reporting Person (See Instructions)
HC; CO

3
 

CUSIP No.  584639405
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
  Paul J. Solit
 
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
[     ]
 
 
(b)
[     ]
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 
  U.S.
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
  0
 
6.
Shared Voting Power
1,117,855
 
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
1,117,855
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
The Reporting Persons own an aggregate of 1,117,855 shares consisting of 714,286 shares of common stock and warrants to purchase 403,569 shares of common stock, representing in the aggregate 10.91% of the issued and outstanding shares.
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
10.91%
 
 
12.
Type of Reporting Person (See Instructions)
 
  IN; HC
           

 


Item 1.
 
(a)
Name of Issuer
MedicalCV, Inc.
 
 
(b)
Address of Issuer's Principal Executive Offices
9725 South Robert Trail
Inver Grove Heights, Minnesota 55077
 
 
Item 2.
 
(a)
Name of Person Filing
This statement is being filed by (i) Potomac Capital Management LLC; (ii) Potomac Capital Management Inc.; and (iii) Paul J. Solit
 
 
(b)
Address of Principal Business Office or, if none, Residence
(i), (ii), and (iii)
 
825 Third Avenue, 33rd Floor
New York, New York 10022
 
 
(c)
Citizenship
(i) New York
(ii) New York
(iii) U.S.
 
 
(d)
Title of Class of Securities
Common Stock, par value $.01 per share
 
 
(e)
CUSIP Number
584639405
 
Item 3.
Not Applicable
 
         

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.
 
                  Potomac Capital Management LLC
                  Potomac Capital Management Inc.
                  Paul J. Solit
 
 
(a)
Amount beneficially owned:    1,117,855 shares consisting of 714,286 shares of common stock and warrants to purchase 403,569 shares of common stock
 
(b)
Percent of class:  10.91%
 
(c)
Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote    0
 
 
(ii)
Shared power to vote or to direct the vote    1,117,855
 
 
(iii)
Sole power to dispose or to direct the disposition of    0
 
 
(iv)
Shared power to dispose or to direct the disposition of    1,117,855
 
 
 
5
 

 
 
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 or Control Person
 
                    See Exhibit A attached hereto.
 
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.
 
 
6
 

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 this 17th day of September, 2007
 

 
 
POTOMAC CAPITAL MANAGEMENT LLC
   
 
 
   
 
By: /s/      Paul J. Solit­­­
 
 
 
 Paul J. Solit, Managing Member
 
 
 
 
   
 
POTOMAC CAPITAL MANAGEMENT INC.
   
 
 
   
 
By: /s/     Paul J. Solit
 
 
 
 Paul J. Solit, President
 
 
 
 
   
 
PAUL J. SOLIT
   
       
 
By:  /s/ Paul J. Solit
Paul J. Solit
   
       
       
       
 
POTOMAC CAPITAL PARTNERS, LP
 
 
 
By: /s/ Paul J. Solit
 
Paul J. Solit, Managing Member of the   General Partner
 
 


EXHIBIT INDEX

The following exhibits are filed with this report on Schedule 13G:

Exhibit A        Identification of entities which acquired the shares which are the subject of this report on Schedule 13G.
 
Exhibit B        Joint Filing Agreement dated September 17, 2007 among Potomac Capital Management LLC, Potomac Capital Management, Inc. and Paul J. Solit


EX-99 2 s11-7744_ex99a.htm EXHIBIT A Unassociated Document
Exhibit A

Identification of entities which acquired the shares which are the subject of this report on Schedule 13G.

(1)
Potomac Capital Partners LP, a private investment partnership formed under the laws of State of Delaware.  Potomac Capital Management LLC is the General Partner of Potomac Capital Partners LP.  Mr. Paul J. Solit is the Managing Member of Potomac Capital Management LLC.

(2)
Potomac Capital International Ltd., an international business company formed under the laws of the British Virgin Islands.  Potomac Capital Management Inc. is the Investment Manager of Potomac Capital International Ltd.  Paul J. Solit is the President and sole owner of Potomac Capital Management Inc., and a Director of Potomac Capital International Ltd.

(3)
Pleiades Investment Partners-R, LP, a private investment partnership formed under the laws of the State of Delaware.  Potomac Capital Management Inc. is the Investment Manager of a managed account of Pleiades Investment Partners-R, LP.  Paul J. Solit is the President and sole owner of Potomac Capital Management Inc.

 
 

 

EX-99 3 s11-7744_ex99b.htm EXHIBIT B Unassociated Document
 
 
Exhibit B

JOINT FILING AGREEMENT
 
          This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit  in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.


Dated this 17th day of September, 2007
 
 
 
 
POTOMAC CAPITAL MANAGEMENT LLC
   
 
 
   
 
By: /s/      Paul J. Solit­­­
 
 
 
 Paul J. Solit, Managing Member
 
 
 
 
   
 
POTOMAC CAPITAL MANAGEMENT INC.
   
 
 
   
 
By: /s/     Paul J. Solit
 
 
 
 Paul J. Solit, President
 
 
 
 
   
 
PAUL J. SOLIT
   
       
 
By:  /s/ Paul J. Solit
Paul J. Solit
   
       
       
       
 
POTOMAC CAPITAL PARTNERS, LP
 
 
 
By: /s/ Paul J. Solit
 
Paul J. Solit, Managing Member of the   General Partner
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