SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
ADAGE CAPITAL PARTNERS GP LLC

(Last) (First) (Middle)
200 CLARENDON STREET
52ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2004
3. Issuer Name and Ticker or Trading Symbol
MED-DESIGN CORP [ MEDC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,356,993 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock ("Warrant") 09/04/2003 07/01/2008 Common Stock 355,998 $6.03 I See Footnote(1)
Explanation of Responses:
1. This statement is filed by (1) Adage Capital Partners, L.P. ("Adage Capital") with respect to Common Stock and Warrants directly owned by it, (2) Adage Capital Partners GP, L.L.C. as general partner of Adage Capital, with respect to the Common Stock and Warrants directly owned by Adage Capital, (3) Adage Capital Advisors, L.L.C. as the managing member of Adage Capital Partners GP, with respect to the Common Stock and Warrants directly owned by Adage Capital and (4) Messrs. Atchinson and Gross as managing members of Adage Capital Advisors, L.L.C. with respect to Common Stock and Warrants directly owned by Adage Capital. Messrs. Atchinson and Gross each disclaims beneficial ownership of any securities this Form 3 relates for the purposes of the Securities and Exchange Act of 1934, as amended (the "Act"), except as to such securities in which each person may be deemed to have an indirect pecuniary interest pursuant to the Act.
/s/ ROBERT ATCHINSON, as managing member of Adage Capital Advisers, L.L.C., the managing member of Adage Capital Partners GP, L.L.C., the general partner of Adage Capital Partners, L.P. 09/07/2004
/s/ PHILLIP GROSS, as managing member of Adage Capital Advisers, L.L.C., the managing member of Adage Capital Partners GP, L.L.C., the general partner of Adage Capital Partners, L.P. 09/07/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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