-----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, G/7ycERd0WkP1/6wZT0sipmqP33Tkd39pi3QAgFEgx1C7Rr09ssBWVV2PCZz+zkU QxVt6i9OBgQbwPNpwGAwng== 0000906344-06-000475.txt : 20061211 0000906344-06-000475.hdr.sgml : 20061211 20061211160229 ACCESSION NUMBER: 0000906344-06-000475 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061211 DATE AS OF CHANGE: 20061211 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: 061268553 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: TONEY C FRED CENTRAL INDEX KEY: 0001274204 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MEDCAP PARTNERS STREET 2: 500 3RD ST. #535 CITY: SAN FRANCISCO STATE: CA ZIP: 934107 BUSINESS PHONE: 4154951010 MAIL ADDRESS: STREET 1: C/O MEDCAP PARTNERS STREET 2: 500 3RD ST #535 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 SC 13G 1 mcvi13g.txt SCHEDULE 13G 12-11-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MedicalCV, Inc. --------------- (Name of Issuer) Common Stock, $.01 par value per share -------------------------------------- (Title of Class of Securities) 584639405 --------- (CUSIP Number) December 1, 2006 ---------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] 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 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 ("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 584639405 SCHEDULE 13G Page 2 of 13 1. Names of Reporting Persons MEDCAP MANAGEMENT & RESEARCH LLC I.R.S. Identification Nos. of above persons 94-3411543 (entities only) 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 Delaware Number of 5. Sole Voting Power 1,839,850 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 1,839,850 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 1,839,850 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 18.7% 14. Type of Reporting Person (See Instructions) IA CUSIP 584639405 SCHEDULE 13G Page 3 of 13 1. Names of Reporting Persons MEDCAP PARTNERS L.P. I.R.S. Identification Nos. of above persons 94-3412443 (entities only) 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 Delaware Number of 5. Sole Voting Power 1,090,007 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 1,090,007 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 1,090,007 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 11.1% 14. Type of Reporting Person (See Instructions) PN CUSIP 584639405 SCHEDULE 13G Page 4 of 13 1. Names of Reporting Persons MEDCAP MASTER FUND L.P. I.R.S. Identification Nos. of above persons 98-043726 (entities only) 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 Cayman Islands Number of 5. Sole Voting Power 749,843 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 749,843 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 749,843 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 7.6% 14. Type of Reporting Person (See Instructions) PN CUSIP 584639405 SCHEDULE 13G Page 5 of 13 1. Names of Reporting Persons MEDCAP PARTNERS OFFSHORE, LTD. I.R.S. Identification Nos. of above persons (entities only) 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 Cayman Islands Number of 5. Sole Voting Power 749,843 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 749,843 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 749,843 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 7.6% 14. Type of Reporting Person (See Instructions) OO CUSIP 584639405 SCHEDULE 13G Page 6 of 13 1. Names of Reporting Persons C. FRED TONEY I.R.S. Identification Nos. of above persons 94-3411543 (entities only) 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 United States Number of 5. Sole Voting Power 1,839,850 Shares Beneficially 6. Shared Voting Power 0 Owned by Each 7. Sole Dispositive Power 1,839,850 Reporting Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 1,839,850 Reporting Person 12. Check if the Aggregate Amount in Row (9) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (9) 18.7% 14. Type of Reporting Person (See Instructions) IN/HC CUSIP 584639405 SCHEDULE 13G Page 7 of 13 Item 1(a). Name of Issuer: MedicalCV, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 9725 South Robert Trail Inver Grove Heights, MN 55077 Item 2(a). Names of Persons Filing: MedCap Management & Research LLC ("MMR") MedCap Partners L.P. ("MedCap Partners") MedCap Master Fund, L.P. ("MedCap Master Fund") MedCap Partners Offshore, Ltd. ("MedCap Offshore") C. Fred Toney Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business address of MMR, MedCap Partners and C. Fred Toney is 500 Third Street, Suite 535, San Francisco, CA 94107. The principal business address of MedCap Master Fund and MedCap Offshore is c/o ATC Trustees (Cayman) Limited, Cayside, 2nd Floor, Harbour Drive, George Town, Grand Cayman, Cayman Islands. Item 2(c). Citizenship: Reference is made to Item 4 of pages 2, 3, 4, 5 and 6 of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities: Common Stock, $.01 par value per share Item 2(e). CUSIP Number: 584639405 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: [ ] (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). CUSIP 584639405 SCHEDULE 13G Page 8 of 13 [ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). [ ] (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). [x] (e) An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E); [ ] (f) An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); [x] (g) A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); [ ] (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] (i) 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) Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. MedCap Partners is the beneficial owner of 1,090,007 shares of the Issuer's Common Stock (the "Common Stock"). The percentage of Common Stock beneficially owned by MedCap Partners for the purposes of this Schedule is 11.1%. MedCap Master Fund is a Master Fund and contains substantially all of the assets of a "feeder fund," MedCap Offshore. MedCap Master Fund and Medcap Offshore are the beneficial owners of 749,843 shares of the Common Stock. The percentage of Common Stock beneficially owned by MedCap Master Fund and MedCap Offshore for the purposes of this Schedule 13G is 7.6%. MMR, as general partner and investment manager of MedCap Partners and MedCap Master Fund and investment manager of MedCap Offshore and C. Fred Toney as managing member of MMR, may be deemed to beneficially own the securities owned by MedCap Partners, MedCap Master Fund and MedCap Offshore in that they may be deemed to have the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that either MMR or C. Fred Toney is, for any purpose, the beneficial owner of any securities to which this Schedule relates (the "Securities"), and MMR and C. Fred Toney disclaim beneficial ownership as to the Securities, except to the extent of their respective pecuniary interests therein. CUSIP 584639405 SCHEDULE 13G Page 9 of 13 Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, and members of the foregoing entities might be deemed the "beneficial owners" of some or all of the Securities in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed. The calculation of percentage of beneficial ownership in item 11 of pages 2, 3, 4, 5 and 6 was derived from the Issuer's Final Prospectus Filed Pursuant to Rule 424(b)(3), File No. 333-131147 filed with the Securities and Exchange Commission on December 1, 2006, in which the Issuer stated that the number of shares of Common Stock outstanding as of October 31, 2006 was 9,837,224 shares. Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. MMR and C. Fred Toney are filing this Schedule because MMR as investment manager for certain accounts in which the Securities are held, and C. Fred Toney as the managing member of MMR, have been granted the authority to dispose of and vote those Securities. Each entity that owns an account has the right to receive or the power to direct the receipt of, dividend from, or the proceeds from the sale of, the Securities held in the account. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. CUSIP 584639405 SCHEDULE 13G Page 10 of 13 Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 8, 2006 MEDCAP MANAGEMENT & RESEARCH LLC By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member C. FRED TONEY /s/ C. Fred Toney ----------------- C. Fred Toney CUSIP 584639405 SCHEDULE 13G Page 11 of 13 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, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 8, 2006 MEDCAP PARTNERS L.P. By: MedCap Management & Research LLC, its General Partner By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member MEDCAP MASTER FUND, L.P. By: MedCap Management & Research LLC, its General Partner By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member MEDCAP OFFSHORE FUND, LTD. By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Director CUSIP 584639405 SCHEDULE 13G Page 12 of 13 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 13 CUSIP 584639405 SCHEDULE 13G Page 13 of 13 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: December 8, 2006 MEDCAP MANAGEMENT & RESEARCH LLC By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member MEDCAP PARTNERS L.P. By: MedCap Management & Research LLC, its General Partner By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member MEDCAP MASTER FUND, L.P. By: MedCap Management & Research LLC, its General Partner By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Managing Member MEDCAP OFFSHORE FUND, LTD. By: /s/ C. Fred Toney ----------------- C. Fred Toney, its Director C. FRED TONEY By: /s/ C. Fred Toney ----------------- C. Fred Toney -----END PRIVACY-ENHANCED MESSAGE-----