-----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, EkDC6sRBi9L55Q25y60mPvxsGDyoy+VGcEtuiFKj2FkrIq8+37mm80R29wKnI2QY TuMuJJ6WAih+sr3Ffu6X7Q== 0001144204-09-041277.txt : 20090807 0001144204-09-041277.hdr.sgml : 20090807 20090807160615 ACCESSION NUMBER: 0001144204-09-041277 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090807 DATE AS OF CHANGE: 20090807 GROUP MEMBERS: BC ADVISORS, LLC GROUP MEMBERS: STEVEN R. BECKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGETICS USA INC CENTRAL INDEX KEY: 0000836429 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 205715943 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44538 FILM NUMBER: 09995824 BUSINESS ADDRESS: STREET 1: 3845 CORPORATE CENTRE DRIVE CITY: O'FALLON STATE: MO ZIP: 63368 BUSINESS PHONE: 636-939-5100 MAIL ADDRESS: STREET 1: 3845 CORPORATE CENTRE DRIVE CITY: O'FALLON STATE: MO ZIP: 63368 FORMER COMPANY: FORMER CONFORMED NAME: VALLEY FORGE SCIENTIFIC CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SRB Management, L.P. CENTRAL INDEX KEY: 0001346543 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-756-6073 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 v156901_sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


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


SYNERGETICS USA, INC.
(Name of Issuer)
 
Common Stock,
(Title of Class of Securities)
 
87160G107
(CUSIP Number)
 
July 29, 2008
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
o  Rule 13d-1(b)
x  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 87160G107
1
NAME OF REPORTING PERSON: BC Advisors, LLC
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER:
 
0
6
SHARED VOTING POWER:
 
1,436,544 *
7
SOLE DISPOSITIVE POWER:
 
0
8
SHARED DISPOSITIVE POWER:
 
1,436,544 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,436,544 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.9%**
12
TYPE OF REPORTING PERSON
 
HC/CO
 
* The shares are directly owned by SRB Greenway Opportunity Fund (QP), L.P. (“QP Fund”) and SRB Greenway Opportunity Fund, L.P. (“LP Fund” and together with QP Fund, the “Funds”).   SRB Management is the general partner and investment manager of the Funds.  BC Advisors, LLC (“BCA”) is the general partner of SRB Management.  Steven R. Becker is the sole member of BCA.
 
** Based on 24,484,053 shares of common stock of the Issuer issued and outstanding as of  June 5, 2009, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended May 4, 2009.
 
 
 
 

 
CUSIP No 87160G107
1
NAME OF REPORTING PERSON: SRB Management, L.P.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER:
 
0
6
SHARED VOTING POWER
 
1,436,544 *
7
SOLE DISPOSITIVE POWER:
 
0
8
SHARED DISPOSITIVE POWER:
 
1,436,544 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,436,544 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.9%
12
TYPE OF REPORTING PERSON
 
IA/PN
 
* The shares are directly owned by SRB Greenway Opportunity Fund (QP), L.P. (“QP Fund”) and SRB Greenway Opportunity Fund, L.P. (“LP Fund” and together with QP Fund, the “Funds.  SRB Management is the general partner and investment manager of the Funds.  BC Advisors, LLC (“BCA”) is the general partner of SRB Management.  Steven R. Becker is the sole member of BCA.
 
** Based on 24,484,053 shares of common stock of the Issuer issued and outstanding as of  June 5, 2009, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended May 4, 2009.
 
 
 
 

 
CUSIP No 87160G107
1
NAME OF REPORTING PERSON: Steven R. Becker
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5
SOLE VOTING POWER:
 
0
6
SHARED VOTING POWER:
 
1,436,544 *
7
SOLE DISPOSITIVE POWER:
 
0
8
SHARED DISPOSITIVE POWER:
 
1,436,544 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,436,544 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.9%
12
TYPE OF REPORTING PERSON
 
HC/IN
 
* The shares are directly owned by SRB Greenway Opportunity Fund (QP), L.P. (“QP Fund”) and SRB Greenway Opportunity Fund, L.P. (“LP Fund” and together with QP Fund, the “Funds”).  SRB Management is the general partner and investment manager of the Funds.  BC Advisors, LLC (“BCA”) is the general partner of SRB Management.  Steven R. Becker is the sole member of BCA.
 
** Based on 24,484,053 shares of common stock of the Issuer issued and outstanding as of  June 5, 2009, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended May 4, 2009.

 
 
 
 
Item 1(a).
Name of Issuer:  
 
SYNERGETICS USA, INC.
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
 
3845 Corporate Centre Drive,
O’Fallon MO  63368
 
Item 2(a). 
Name of Person Filing:
 
See Item 1 of each cover page.
 
Item 2(b).
Address of Principal Business Office or if none, Residence:
 
 
300 Crescent Court, Suite 1111
 
Dallas, Texas 75201
 
Item 2(c). 
Citizenship:
 
See Item 4 of each cover page.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $.001 per share
 
Item 2(e). 
CUSIP Number:
 
87160G107
 
Item 3. 
Not Applicable
 
Item 4. 
Ownership:

 
(a)
Amount Beneficially Owned:
See Item 9 of each cover page.

 
(b) 
Percent of Class:
See Item 11 of each cover page.
 
 
(c) 
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:
 
See Item 5 of each cover page.
 
 
(ii)
shared power to vote or to direct the vote:
 
See Item 6 of each cover page.
 
 
 
 
 
 
(iii)
sole power to dispose or to direct the disposition of:
 
See Item 7 of each cover page.
 
 
(iv)
shared power to dispose or to direct the disposition of:
 
See Item 8 of each cover page.
 
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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
The Funds have the right to receive the dividends from and the proceeds from the sale of the shares.
 
Item 7.
Identification and Classification of Subsidiary Which Acquired the Securities:
 
 
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 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.
 
 
 
 
 
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.
 

 
BC ADVISORS, LLC
   
 
By: /s/ Steven R. Becker                                   
 
         Steven R. Becker, Member
   
   
 
SRB MANAGEMENT, L.P.
   
 
By:  BC Advisors, LLC, its general partner
   
 
By: /s/ Steven R. Becker                                    
 
         Steven R. Becker, Member
   
   
 
/s/ Steven R. Becker                                           
 
Steven R. Becker
   

 
August 7, 2009
 
 
 
 
 
EXHIBIT 1

JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is, and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) of Regulation 13D of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

Dated August 7, 2009

BC ADVISORS, LLC
 
By: /s/ Steven R. Becker                                 
         Steven R. Becker, Member
 
 
SRB MANAGEMENT, L.P.
 
By:  BC Advisors, LLC, its general partner
 
By: /s/ Steven R. Becker                                
         Steven R. Becker, Member
 
 
/s/ Steven R. Becker                                       
Steven R. Becker

 
 
 
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