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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/25/2004 |
3. Issuer Name and Ticker or Trading Symbol
MED-DESIGN CORP [ MEDC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |