SC 13G

0001362310-09-002227.txt : 20090217 0001362310-09-002227.hdr.sgml : 20090216 20090217144300 ACCESSION NUMBER: 0001362310-09-002227 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: JOHN KLEINHEINZ GROUP MEMBERS: KLEINHEINZ CAPITAL PARTNERS LDC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KLEINHEINZ CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001161175 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 2001 CITY: FORT WORTH STATE: TX ZIP: 76102 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 2001 CITY: FORT WORTH STATE: TX ZIP: 76102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC DIAGNOSTICS INC/DE/ CENTRAL INDEX KEY: 0000911649 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 561581761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47761 FILM NUMBER: 09610703 BUSINESS ADDRESS: STREET 1: 111 PENCADER DR CITY: NEWARK STATE: DE ZIP: 19702 BUSINESS PHONE: 3024566789 MAIL ADDRESS: STREET 1: 111 PENCADER DR CITY: NEWARK STATE: DE ZIP: 19702 FORMER COMPANY: FORMER CONFORMED NAME: ENSYS ENVIRONMENTAL PRODUCTS INC /DE/ DATE OF NAME CHANGE: 19930907 SC 13G 1 c81100sc13g.htm SC 13G SC 13G


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

STRATEGIC DIAGNOSTICS INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

862700101

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

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

þ Rule 13d-1(b)

o 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 (“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.		862700101


1	NAMES OF REPORTING PERSONS Kleinheinz Capital Partners, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			1,109,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,109,000

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,109,000**

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.4%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA

**SEE ITEM 4(b).


CUSIP No.		862700101


1	NAMES OF REPORTING PERSONS Kleinheinz Capital Partners LDC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			1,109,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,109,000

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,109,000**

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.4%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

**SEE ITEM 4(b).


CUSIP No.		862700101


1	NAMES OF REPORTING PERSONS John Kleinheinz


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			1,109,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,109,000

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,109,000**

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.4%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

**SEE ITEM 4(b).

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Kleinheinz Capital Partners, Inc., a Texas corporation (“Kleinheinz”), Kleinheinz Capital Partners LDC, a Cayman Islands limited duration company (the “LDC”), and John Kleinheinz, the principal of both Kleinheinz and LDC. This Schedule 13G relates to shares of Common Stock of Strategic Diagnostics Inc., a Delaware corporation (the “Issuer”), purchased by Kleinheinz for the account of private investment funds for which Kleinheinz acts as investment adviser.


Item 1(a)		Name of Issuer.

Strategic Diagnostics Inc.


Item 1(b)		Address of Issuer’s Principal Executive Offices.

111 Pencader Drive
Newark, Delaware 19702


Item 2(a)		Name of Person Filing.

	(1)		Kleinheinz Capital Partners, Inc.

	(2)		Kleinheinz Capital Partners LDC

	(3)		John Kleinheinz


Item 2(b)		Address of Principal Business Office, or, if none, Residence.

	(1)		Kleinheinz Capital Partners, Inc. 301 Commerce Street, Suite 1900 Forth Worth, Texas 76102

	(2)		Kleinheinz Capital Partners LDC c/o Walkers SPV Limited Walker House, 87 Mary Street George Town, Grand Cayman KYI-9002 Cayman Islands

	(3)		John Kleinheinz 301 Commerce Street, Suite 1900 Forth Worth, Texas 76102


Item 2(c)		Citizenship or Place of Organization.

	(1)		Kleinheinz is a corporation organized under the laws of the State of Texas.

	(2)		LDC is a Cayman Islands limited duration company.

(3)

John Kleinheinz is a U.S. citizen.


Item 2(d)		Title of Class of Securities.

Common stock, par value $0.01 per share (the “Common Stock”).


Item 2(e)		CUSIP Number.

862700101


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)	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)	þ	An investment advisor 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)		Kleinheinz, LDC and John Kleinheinz may be deemed the beneficial owners of 1,109,000 shares of Common Stock.

	(b)		Kleinheinz, LDC and John Kleinheinz may be deemed the beneficial owners of 5.4% of the outstanding shares of Common Stock. The percentage is determined by dividing 1,109,000 by 20,496,361, which is the number of shares of Common Stock outstanding as of November 10, 2008, as disclosed by the Issuer on its Form 10-Q filed on November 14, 2008.

	(c)		Kleinheinz, LDC and John Kleinheinz, as principal of both entities, have the sole power to vote and dispose of the 1,109,000 shares of Common Stock beneficially owned.


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 owners 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.

All securities reported in this schedule are owned by clients of Kleinheinz. Specifically, Global Undervalued Securities Master Fund, LP holds all securities on behalf of its partners, Global Undervalued Securities Fund, LP, Global Undervalued Securities Fund (QP), LP and Global Undervalued Securities Fund, Ltd.


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.


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 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.


Exhibits


Exhibit 99.1		Joint Filing Agreement, dated February 17, 2009, between Kleinheinz, LDC and John Kleinheinz.

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: February 17, 2009


KLEINHEINZ CAPITAL PARTNERS, INC.
By:	/s/ John B. Kleinheinz
	Name:	John B. Kleinheinz
	Title:	President

KLEINHEINZ CAPITAL PARTNERS LDC
By:	/s/ John B. Kleinheinz
	Name:	John B. Kleinheinz
	Title:	Managing Director


By:	/s/ John B. Kleinheinz
	John B. Kleinheinz

EXHIBIT INDEX


Exhibit No.		Description

Exhibit 99.1		Joint Filing Agreement, dated February 17, 2009, between Kleinheinz, LDC and John Kleinheinz.

EX-99.1 2 c81100exv99w1.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Strategic Diagnostics Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 17, 2009.


KLEINHEINZ CAPITAL PARTNERS, INC.
By:	/s/ John B. Kleinheinz
	Name:	John B. Kleinheinz
	Title:	President

KLEINHEINZ CAPITAL PARTNERS LDC
By:	/s/ John B. Kleinheinz
	Name:	John B. Kleinheinz
	Title:	Managing Director


By:	/s/ John B. Kleinheinz
	John B. Kleinheinz