-----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, SmAYNMUbw/o5jWEwTikY1JHbK264ITpB70kPHYlu/k6qmQd5eS0GWBJv/bOo2+WA p6jbfGYSrVYNYP+Etpix0w== 0000921530-04-000181.txt : 20040325 0000921530-04-000181.hdr.sgml : 20040325 20040324185612 ACCESSION NUMBER: 0000921530-04-000181 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040325 GROUP MEMBERS: MARK H. RACHESKY. M.D. GROUP MEMBERS: MHR ADVISORS LLC GROUP MEMBERS: MHR CAPITAL PARTNERS LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MHR CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001019190 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 335 MADISON AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128783550 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLSTREAM ACQUISITION CORP CENTRAL INDEX KEY: 0001233426 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 061688360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79247 FILM NUMBER: 04688141 BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DRIVE BLDG 400 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102932511 MAIL ADDRESS: STREET 1: 435 DEVON PARK DR BLDG 400 CITY: WAYNE STATE: PA ZIP: 19087 SC 13G 1 millstream13g-31004.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* MILLSTREAM ACQUISITION CORPORATION ---------------------------------- (Name of Issuer) Common Stock, par value $.0001 per share ---------------------------------------- (Title of Class of Securities) 601316102 --------- (CUSIP Number) March 10, 2004 -------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] 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 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). Continued on following pages Page 1 of 11 Pages Exhibit Index: Page 10 SCHEDULE 13G CUSIP No. 601316102 Page 2 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MHR CAPITAL PARTNERS LP 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power Number of 473,668 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 473,668 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 473,668 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 9.9% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 601316102 Page 3 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MHR ADVISORS LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b [X] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power Number of 473,668 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 473,668 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 473,668 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 9.9% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 601316102 Page 4 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MARK H. RACHESKY, M.D. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 710,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 710,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 710,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 14.9% 12 Type of Reporting Person (See Instructions) IA Page 5 of 11 Pages This Schedule 13G is being filed by the Reporting Persons (as defined below) to amend a statement on Schedule 13D previously filed by the Reporting Persons on March 18, 2004 (the "Schedule 13D"). The Schedule 13D inadvertently attributed beneficial ownership to the Reporting Persons of Shares (as defined below) underlying warrants ("Warrants") held for the accounts of certain of the Reporting Persons. These Warrants are not currently exercisable and will only become exercisable upon the later to occur of the completion of a business combination or August 25, 2004. As a result, the Reporting Persons are not considered currently to have beneficial ownership of the Shares issuable upon conversion of the Warrants. Accordingly, the Reporting Persons have filed this Schedule 13G instead of amending the Schedule 13D to restate the beneficial ownership of each of the Reporting Persons and because the Reporting Persons are otherwise eligible to file this Schedule 13G. Item 1(a) Name of Issuer: Millstream Acquisition Corporation (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 435 Devon Park Drive, Bldg. 400, Wayne, Pennsylvania 19087 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) MHR Capital Partners LP ("Capital Partners"); ii) MHR Advisors, LLC ("Advisors"); and ii) Mark H. Rachesky, M.D. ("Dr. Rachesky"). This statement relates to Shares (as defined herein) and other securities held for the accounts of Capital Partners and OTQ, LLC, a Delaware limited liability company ("OTQ"). Dr. Rachesky is the managing member of Advisors, the general partner of Capital Partners, and OTQ. In such capacities, Dr. Rachesky may be deemed to be the beneficial owner of the Shares and other securities held for the accounts of Capital Partners and OTQ. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of Capital Partners, Advisors and Dr. Rachesky is 40 West 57th Street. 20th Floor, New York, New York 10019. Item 2(c) Citizenship: i) Capital Partners is a Delaware limited partnership; ii) Advisors is a Delaware limited liability company; and ii) Dr. Rachesky is a United States citizen. Page 6 of 11 Pages Item 2(d) Title of Class of Securities: Common Stock, par value $.0001 per share (the "Shares"). Item 2(e) CUSIP Number: 601316102 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of the date hereof, i) Each of Capital Partners and Advisors may be deemed the beneficial owner of 473,668 Shares held for the account of Capital Partners. ii) Dr. Rachesky may be deemed the beneficial owner of 710,000 Shares held for the accounts of Capital Partners and OTQ. This number consists of A) 473,668 Shares held for the account of Capital Partners, and B) 236,332 Shares held for the account of OTQ. Item 4(b) Percent of Class: i) The number of Shares of which each of Capital Partners and Advisors may be deemed to be the beneficial owner constitutes approximately 9.9% of the total number of Shares outstanding (based upon information provided by the Issuer to the Reporting Persons, as of the date hereof, the number of Shares outstanding was 4,775,000). ii) The number of Shares of which Dr. Rachesky may be deemed to be the beneficial owner constitutes approximately 14.9% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Capital Partners (i) Sole power to vote or direct the vote: 473,668 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 473,668 (iv) Shared power to dispose or to direct the disposition of 0 Page 7 of 11 Pages Advisors (i) Sole power to vote or direct the vote: 473,668 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 473,668 (iv) Shared power to dispose or to direct the disposition of 0 Dr. Rachesky (i) Sole power to vote or direct the vote: 710,000 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 710,000 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The partners of Capital Partners, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the accounts of Capital Partners in accordance with their ownership interests in Capital Partners. The members of OTQ have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of OTQ in accordance with their membership interests in OTQ. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Page 8 of 11 Pages Item 10. Certification: By signing below each signatory certifies that, to the best of his/its 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 9 of 11 Pages SIGNATURES 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. Date: March 24, 2004 MHR CAPITAL PARTNERS LP By: MHR Advisors LLC, its General Partner By: /s/ Hal Goldstein ----------------------------------- Name: Hal Goldstein, Title: Vice President MHR ADVISORS LLC By: /s/ Hal Goldstein ----------------------------------- Name: Hal Goldstein, Title: Vice President MARK H. RACHESKY, M.D. By: /s/ Mark H. Rachesky, M.D. ----------------------------------- Page 10 of 11 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of March 24, 2004, by and between MHR Capital Partners LP, MHR Advisors LLC and Mark H. Rachesky, M.D........................ 11 Page 11 of 11 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $.0001 per share per share, of Millstream Acquisition Corporation, dated as of March 24, 2004, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: March 24, 2004 MHR CAPITAL PARTNERS LP By: MHR Advisors LLC, its General Partner By: /s/ Hal Goldstein ----------------------------------- Name: Hal Goldstein, Title: Vice President MHR ADVISORS LLC By: /s/ Hal Goldstein ----------------------------------- Name: Hal Goldstein, Title: Vice President MARK H. RACHESKY, M.D. By: /s/ Mark H. Rachesky, M.D. ----------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----