-----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, DfyIa42YE2dURjf+/5GaOsVENckANJ7kHdVwXtOoreXeMSGAeXfDjAMF69wvPslq IS6ivlOct5Qn9ZQmVsbd9A== 0001013594-08-000171.txt : 20080214 0001013594-08-000171.hdr.sgml : 20080214 20080214162234 ACCESSION NUMBER: 0001013594-08-000171 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SERACARE LIFE SCIENCES INC CENTRAL INDEX KEY: 0001156295 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 330056054 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62043 FILM NUMBER: 08616449 BUSINESS ADDRESS: STREET 1: 37 BIRCH STREET CITY: MILFORD STATE: MA ZIP: 01757 BUSINESS PHONE: 5082446400 MAIL ADDRESS: STREET 1: 37 BIRCH STREET CITY: MILFORD STATE: MA ZIP: 01757 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLACK HORSE CAPITAL LP CENTRAL INDEX KEY: 0001178179 IRS NUMBER: 470870061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 338 S. SHARON AMITY RD., #202 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 2123321112 MAIL ADDRESS: STREET 1: 338 S. SHARON AMITY RD., #202 CITY: CHARLOTTE STATE: NC ZIP: 28211 SC 13G/A 1 seracare13ga-021408.htm FEBRUARY 14, 2008

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.1)*

SeraCare Life Sciences, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

81747T104

(CUSIP Number)

December 31, 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:

o       Rule 13d-1(b)

x       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 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).

 


 


 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)

Black Horse Capital LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      x

(b)      o

 

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

771,968

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

771,968

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

771,968

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES      [ ]

CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.2%

12.

TYPE OF REPORTING PERSON

PN

 

 


 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)

Black Horse Capital (QP) LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      x

(b)      o

 

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

267,737

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

267,737

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

267,737

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES      [ ]

CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.4%

12.

TYPE OF REPORTING PERSON

PN

 

 


 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)

Black Horse Capital Offshore Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      x

(b)      o

 

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

0

6.

SHARED VOTING POWER

173,461

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

173,461

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

173,461

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES      [ ]

CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.9%

12.

TYPE OF REPORTING PERSON

CO

 

 


 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)

Black Horse Capital Management LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      x

(b)      o

 

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

1,039,705

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,039,705

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

1,039,705

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES      [ ]

CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6%

12.

TYPE OF REPORTING PERSON

OO

 

 


 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)

Black Horse Capital Advisors LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      x

(b)      o

 

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

173,461

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

173,461

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

173,461

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES      [ ]

CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.9%

12.

TYPE OF REPORTING PERSON

OO

 

 


 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)

Dale Chappell

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      x

(b)      o

 

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

1,213,166

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,213,166

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

1,213,166

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES      [ ]

CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.5%

12.

TYPE OF REPORTING PERSON

IN, HC

 

 


 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)

Brian Sheehy

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      x

(b)      o

 

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

1,213,166

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,213,166

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

1,213,166

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES      [ ]

CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.5%

12.

TYPE OF REPORTING PERSON

IN, HC

 

 


 

This Amendment No. 1 is filed with respect to the shares of the common stock, having no par value (the “Common Stock”), of SeraCare Life Sciences, Inc. (“Issuer”), beneficially owned by the Reporting Persons (as defined below) as of December 31, 2007 and amends and supplements the Schedule 13G filed on May 21, 2007 (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):

 

Black Horse Capital LP, a Delaware limited partnership (“Domestic Fund”),

 

Black Horse Capital (QP) LP, a Delaware limited partnership (“QP Fund”),

 

Black Horse Capital Offshore Ltd., a Cayman Islands exempt company (“Offshore Fund”),

 

Black Horse Capital Management LLC , a Delaware limited liability company (“BH Management”),

 

Black Horse Capital Advisors LLC, a Delaware limited liability company (“BH Advisors”),

 

Dale Chappell, a United States citizen (“Mr. Chappell”) and

 

Brian Sheehy, a United States citizen (“Mr. Sheehy”).

BH Management is the managing general partner of each of Domestic Fund and QP Fund. BH Advisors is the investment manager of the Offshore Fund. The controlling persons of each of BH Management and BH Advisors are Mr. Chappell and Mr. Sheehy.

Item 4

Ownership

 

4(a)

Amount beneficially owned:

The Domestic Fund beneficially owns 771,968 shares of Common Stock.

The QP Fund beneficially owns 267,737 shares of Common Stock.

The Offshore Fund beneficially owns 173,461 shares of Common Stock.

BH Management beneficially owns the shares held by the Domestic Fund and QP Fund. BH Advisors beneficially owns the shares of Common Stock held by the Offshore Fund.

Mr. Chappell and Mr. Sheehy are each deemed to beneficially own the 1,213,166 shares of Common Stock owned by BH Management and BH Advisors.

Collectively, the Reporting Persons beneficially own 1,213,166 shares of Common Stock.

 


 

4(b)

Percent of Class:

Domestic Fund beneficially owns 771,968 shares of Common Stock representing 4.2% of the outstanding Common Stock.

QP Fund beneficially owns 267,737 shares of Common Stock representing 1.4% of the outstanding Common Stock.

Offshore Fund beneficially owns 173,461 shares of Common Stock representing 0.9% of the outstanding Common Stock.

BH Management beneficially owns 1,039,705 shares of Common Stock held by the Domestic Fund and QP Fund representing 5.6% of the outstanding Common Stock.

BH Advisors beneficially owns 173,461 shares of Common Stock held by the Offshore Fund representing 0.9% of the outstanding Common Stock.

Mr. Chappell and Mr. Sheehy each beneficially owns the 1,213,166 shares of Common Stock collectively owned by BH Management and BH Advisors representing 6.5% of the outstanding Common Stock.

The Reporting Persons collectively beneficially own 1,213,166 shares of Common Stock representing 6.5% of the outstanding Common Stock.

 

4(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:

Domestic Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to vote or direct the vote of 771,968 shares of Common Stock beneficially owned by the Domestic Fund.

QP Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to vote or direct the vote of 267,737 shares of Common Stock beneficially owned by the QP Fund.

Offshore Fund, BH Advisors, Mr. Chappell and Mr. Sheehy have the shared power to vote or direct the vote of 173,461 shares of Common Stock beneficially owned by the Offshore 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:

Domestic Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to dispose or to direct the disposition of the 771,968 shares of Common Stock beneficially owned by the Domestic Fund.

 


QP Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to dispose or to direct the disposition of the 267,737 shares of Common Stock beneficially owned by the QP Fund.

Offshore Fund, BH Advisors, Mr. Chappell and Mr. Sheehy have the shared power to dispose or to direct the disposition of the 173,461 shares of Common Stock beneficially owned by the Offshore Fund.

Item 10

Certifications:

By signing below the undersigned certifies that, to the best of its or his 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 its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Dated:  

February 14, 2008

 

BLACK HORSE CAPITAL LP

By:  Black Horse Capital Management LLC, as General Partner

 

 

By:   /s/  Dale Chappell

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL (QP) LP

By:  Black Horse Capital Management LLC, as General Partner

 

 

 

 

By:   /s/  Dale Chappell

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL OFFSHORE LTD.

 

 

 

 

By:   /s/  Dale Chappell

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL MANAGEMENT LLC

 

 

 

 

By:   /s/  Dale Chappell

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL ADVISORS LLC

 

 

 

 

By:   /s/  Dale Chappell

Dale Chappell, Managing Member

 

 

 

 

 

 


 

 

/s/  Dale Chappell

Dale Chappell

 

 

 

 

/s/  Brian Sheehy

Brian Sheehy

 

 

 

 

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