-----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, QfsnBm4+yMolNzcxctJKStWUtBeDoU+5UeA+/hJTbFFO94uGndyDHT4ytT4U9VbT VrtKhzkgOWcr8LnBj+zxyQ== 0001144204-07-054245.txt : 20071015 0001144204-07-054245.hdr.sgml : 20071015 20071015154039 ACCESSION NUMBER: 0001144204-07-054245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071015 DATE AS OF CHANGE: 20071015 GROUP MEMBERS: AFB FUND, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLUMBERG LOUIS CENTRAL INDEX KEY: 0001239960 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CIT FUND SERVICES STREET 2: P O BOX 31106 SMB CITY: GRAND CAYMAN ISLANDS BWI STATE: E9 ZIP: 00000 BUSINESS PHONE: 2125215186 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE HEART INC CENTRAL INDEX KEY: 0000913443 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 133679946 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46607 FILM NUMBER: 071171944 BUSINESS ADDRESS: STREET 1: ONE OAK PARK DR CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7812711200 MAIL ADDRESS: STREET 1: ONE OAK PARK DR CITY: BEDFORD STATE: MA ZIP: 01730 SC 13D/A 1 v090203_sc13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 4* NAME OF ISSUER: Cambridge Heart, Inc. TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value per share. CUSIP NUMBER: 131910101 NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS: Louis Blumberg 2050 Center Avenue Fort Lee, New Jersey 07024 (201) 585-7770, ext. 16 DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: October 12, 2007 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 (the "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.: 131910101 1. NAME OF REPORTING PERSON: Louis Blumberg 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS: AF, WC 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): Yes No X 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America 7. SOLE VOTING POWER: 0 shares 8. SHARED VOTING POWER: 5,275,768 shares(1) 9. SOLE DISPOSITIVE POWER: 0 shares 10. SHARED DISPOSITIVE POWER: 5,275,768 shares(1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,275,768 shares(1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: Yes No x 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.17% 14. TYPE OF REPORTING PERSON: IN, IA (1) The shares of the issuer are owned by AFB Fund, LLC. The reporting person is the manager of AFB Fund, LLC. CUSIP NO.: 131910101 1. NAME OF REPORTING PERSON: AFB Fund, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS: AF, WC 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): Yes No X 6. CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey 7. SOLE VOTING POWER: 0 shares 8. SHARED VOTING POWER: 5,275,768 shares 9. SOLE DISPOSITIVE POWER: 0 shares 10. SHARED DISPOSITIVE POWER: 5,275,768 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,275,768 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: Yes No x 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.17% 14. TYPE OF REPORTING PERSON: IC, OO ITEM 1. SECURITY AND ISSUER. The name of the issuer is Cambridge Heart, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's offices is 1 Oak Park Drive, Bedford, Massachusetts 01730. This Schedule 13D relates to the Issuer's Common Stock, $0.001 par value ("Shares"). ITEM 2. IDENTITY AND BACKGROUND. (a), (b), (c) This Amendment No. 4 to Schedule 13D is filed by Louis Blumberg and AFB Fund, LLC ("AFB"). This filing shall serve to amend and supplement the Schedule 13D filed jointly by Laurence J. Blumberg, Louis Blumberg and AFB Fund, LLC with the United States Securities and Exchange Commission (the "SEC") on June 9, 2003, as amended by the Amendment No. 1 to Schedule 13D filed with the SEC on March 7, 2005, as amended by the Amendment No. 2 to Schedule 13D filed with the SEC on January 26, 2006, and as further amended by the Amendment No. 3 to Schedule 13D filed with the SEC on February 13, 2007 (the "Schedule 13D"). The principal business address of Louis Blumberg and AFB is 2050 Center Avenue, Fort Lee, New Jersey 07024. Louis Blumberg is the manager of AFB, a family limited liability company. (d) None of Mr. Louis Blumberg or AFB, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of Mr. Louis Blumberg or AFB, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Louis Blumberg is a citizen of the United States. AFB is a New Jersey limited liability company. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As of the date hereof, Mr. Louis Blumberg and AFB may be deemed to beneficially own 5,275,768 Shares. Louis Blumberg is deemed to beneficially own the 5,275,768 Shares held by AFB by virtue of his role as manager of AFB. AFB may be deemed to beneficially own the 5,275,768 Shares that it holds. The funds for the purchase of the Shares beneficially owned by Mr. Louis Blumberg and AFB came from their respective funds. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. ITEM 4. PURPOSE OF TRANSACTION. The Shares held by Mr. Louis Blumberg and AFB were acquired for, and are being held for, investment purposes on behalf of the investors and the members in AFB. The acquisitions of the Shares were made in the ordinary course of Mr. Louis Blumberg's and AFB's business and investment activities. Mr. Louis Blumberg and AFB may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares, depending on business and market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors. Although they have no concrete plans to do so, Mr. Louis Blumberg and AFB may also engage in and may plan for their engagement in: (1) the acquisition of additional Shares of the Issuer, or the disposition of Shares of the Issuer; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (3) a sale or transfer of a material amount of assets of the Issuer; (4) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (5) any material change in the present capitalization or dividend policy of the Issuer; (6) any other material change in the Issuer's business or corporate structure; (7) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (8) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (9) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and/or (10) any action similar to those enumerated above. Any future decision of Mr. Louis Blumberg and AFB to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(e) The aggregate percentage of the Issuer's Common Stock reported beneficially owned in the aggregate by Mr. Louis Blumberg and AFB is based upon 64,581,354 Shares outstanding, which is the total number of Shares outstanding as of August 3, 2007, as represented by the Issuer in its Form 10-Q filed with the SEC on August 14, 2007. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting and investment power with respect to shares. As of the date hereof, Mr. Louis Blumberg and AFB may be deemed in the aggregate to be the beneficial owners of 5,275,768 Shares, representing 8.17% of the Issuer's Common Stock, based on the 64,581,354 Shares outstanding as of August 3, 2007. The individual holdings of Mr. Louis Blumberg and AFB are set forth below. Louis Blumberg - -------------- (a-e) As of the date hereof, Louis Blumberg may be deemed to be the beneficial owner of 5,275,768 Shares, representing 8.17% of the Issuer's Common Stock, based on the 64,581,354 Shares outstanding as of August 3, 2007. Louis Blumberg has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 5,275,768 Shares to which this filing relates. Louis Blumberg has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 5,275,768 Shares to which this filing relates. In the 60 days prior to the date of this Schedule 13D/A, Louis Blumberg and/or AFB have not engaged in any transactions in the Issuer's Common Stock. The aforementioned Shares were acquired for investment purposes. Louis Blumberg on behalf of AFB through his position as manager of AFB, may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, Louis Blumberg on behalf of AFB as the manager of AFB, may engage in any or all of the items discussed in Item 4 of the Schedule 13D. AFB Fund, LLC ("AFB") - --------------------- (a-e) As of the date hereof, AFB may be deemed to be the beneficial owner of 5,275,768 Shares, representing 8.17% of the Issuer's Common Stock, based on the 64,581,354 Shares outstanding as of August 3, 2007. AFB has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 5,275,768 Shares to which this filing relates. AFB has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 5,275,768 Shares to which this filing relates. In the 60 days prior to the date of this Schedule 13D/A, AFB has not engaged in any transactions in the Issuer's Common Stock. The aforementioned Shares were acquired for investment purposes. AFB may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, AFB may engage in any or all of the items discussed in Item 4 of the Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The reporting persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. On October 12, 2007, Laurence J. Blumberg, AFB and Louis Blumberg executed and delivered a Termination of Joint Filing Agreements, terminating the joint filing agreements previously entered into by the parties thereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. SIGNATURES 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: October 15, 2007 /s/ Louis Blumberg -------------------------------- Louis Blumberg AFB Fund, LLC By: /s/ Louis Blumberg -------------------------------- Name: Louis Blumberg Title: Manager -----END PRIVACY-ENHANCED MESSAGE-----