0001521156-11-000004.txt : 20110608
0001521156-11-000004.hdr.sgml : 20110607
20110608140220
ACCESSION NUMBER: 0001521156-11-000004
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110608
DATE AS OF CHANGE: 20110608
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: VIKING SYSTEMS INC
CENTRAL INDEX KEY: 0001065754
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
IRS NUMBER: 860913802
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-79397
FILM NUMBER: 11900604
BUSINESS ADDRESS:
STREET 1: 134 FLANDERS ROAD
CITY: WESTBOROUGH
STATE: MA
ZIP: 01581
BUSINESS PHONE: 508-366-3668
MAIL ADDRESS:
STREET 1: 134 FLANDERS ROAD
CITY: WESTBOROUGH
STATE: MA
ZIP: 01581
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DAFNA LifeScience Select Ltd.
CENTRAL INDEX KEY: 0001521156
IRS NUMBER: 200522253
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: C/O TRIDENT TRUST
STREET 2: ONE CAPITAL PLACE, P.O. BOX 847
CITY: GEORGE TOWN, GRAND CAYMAN
STATE: E9
ZIP: KY1-1103
BUSINESS PHONE: 310-954-3200
MAIL ADDRESS:
STREET 1: C/O DAFNA CAPITAL MANAGEMENT, LLC
STREET 2: 10990 WILSHIRE BLVD. SUITE 1400
CITY: LOS ANGELES
STATE: CA
ZIP: 90024
SC 13G/A
1
dafnaselect13gavkng.txt
13G FILING
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VIKING SYSTEMS, INC.
(Name of Issuer)
Common Stock, $.001 Par Value Per Share
(Title of Class Securities)
92685Q200
(CUSIP Number)
May 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:**
[X] 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 disclosure provided in a prior cover page.
** Nathan Fischel, Fariba Ghodsian, and DAFNA Capital Management, LLC
are filing this Schedule 13G pursuant to Rule 13d-1(b). DAFNA
LifeScience Select Ltd. is filing this Schedule 13G pursuant to Rule
13d-1(c).
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).
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 control number.
CUSIP No. 92685Q200
1.NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
DAFNA LifeScience Select Ltd.
20-0522253
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.SOLE VOTING POWER
2,120,000
6.SHARED VOTING POWER
0
7.SOLE DISPOSITIVE POWER
2,120,000
8.SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,120,000
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 92685Q200
1.NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
DAFNA Capital Management, LLC
36-4334068
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.SOLE VOTING POWER
2,120,000
6.SHARED VOTING POWER
0
7.SOLE DISPOSITIVE POWER
2,120,000
8.SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,120,000
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 92685Q200
1.NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Nathan Fischel
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Austria citizen (U.S. permanent resident)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.SOLE VOTING POWER
2,120,000
6.SHARED VOTING POWER
0
7.SOLE DISPOSITIVE POWER
2,120,000
8.SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,120,000
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
CUSIP No. 92685Q200
1.NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Fariba Ghodsian
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.SOLE VOTING POWER
2,120,000
6.SHARED VOTING POWER
0
7.SOLE DISPOSITIVE POWER
2,120,000
8.SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,120,000
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
Item 1.
(a) Name of Issuer
Viking Systems, Inc.
(b) Address of Issuer's Principal Executive Offices
134 Flanders Road, Westborough, MA, 01581
Item 2.
(a) Name of Person Filing
This Schedule 13G is being filed on behalf of DAFNA
LifeScience Select Ltd., DAFNA Capital Management,
LLC, Nathan Fischel and Fariba Ghodsian (each, a
"Reporting Person").
(b) Address of Principal Business office or, if None,
Residence
For each Reporting Person,
10990 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90024
(c) Citizenship
DAFNA LifeScience Select Ltd. is a Cayman Islands
exempted company.
DAFNA Capital Management, LLC is a Delaware limited
liability company.
Dr. Fischel is a citizen of Austria and a U.S.
permanent resident.
Dr. Ghodsian is a citizen of the United States.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
92685Q200
Item 3. If this statement is filed pursuant to ss. 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78c).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
ss. 240.13d-1(b)(1)(ii)(E).*
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(ii)(F).
(g) [X] A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G).**
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a 3).
(j) [ ] Group in accordance with ss. 240.13d-1(b)(ii)(J).
* DAFNA Capital Management, LLC is an investment adviser in
accordance with ss. 240.13d-1(b)(1)(ii)(E).
** Dr. Fischel and Dr. Ghodsian are control persons of DAFNA
Capital Management, LLC in accordance with
ss. 240.13d-1(b)(1)(ii)(G).
Item 4. Ownership
For each Reporting Person:
(a) Amount beneficially owned: 2,120,000 (the "Shares")
(b) Percent of class: 2.9%*
(c) Number of shares to which the Reporting Person has:
(i) Sole power to vote or to direct the vote: 2,120,000
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 2,120,000
(iv) Shared power to dispose or to direct the disposition
of: 0
*The ownership percentage is calculated based on 72,382,598 shares
of Common Stock outstanding as of May 10, 2011, as reported in
the issuer's most recent Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2011, as filed with the
Securities and Exchange Commission on May 12, 2011.
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 securities, check the
following [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
DAFNA Capital Management, LLC, in its capacity as investment
adviser to DAFNA LifeScience Select Ltd., may be deemed to be the
beneficial owner of the Shares owned by DAFNA LifeScience Select
Ltd., as in its capacity as investment adviser it has the power
to dispose, direct the disposition of, and vote the shares of the
issuer owned by DAFNA LifeScience Select Ltd.
Nathan Fischel is a part-owner of DAFNA Capital Management, LLC
and a Managing Member. As a controlling person of DAFNA Capital
Management, LLC, he may be deemed to beneficially own the Shares
of the issuer owned by DAFNA LifeScience Select Ltd.
Fariba Ghodsian is a part-owner of DAFNA Capital Management, LLC
and a Managing Member. As a controlling person of DAFNA Capital
Management, LLC, she may be deemed to beneficially own the Shares
of the issuer owned by DAFNA LifeScience Select Ltd.
Pursuant to Rule 13d-4, Dr. Fischel and Dr. Ghodsian disclaim
beneficial ownership of the securities owned by DAFNA LifeScience
Select Ltd.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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 or with the effect of changing or
influencing the control of the issuer 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.
Date: June 7, 2011
DAFNA LifeScience Select Ltd.
By: /s/ Nathan Fischel
Nathan Fischel, MD, CFA, Director
DAFNA Capital Management, LLC
By: /s/ Nathan Fischel
Nathan Fischel, MD, CFA, Managing Member
/s/ Nathan Fischel
Nathan Fischel, MD, CFA
/s/ Fariba Ghodsian
Fariba Ghodsian, Ph.D., MBA
Exhibit A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities
and Exchange Act of 1934, as amended (the "Act") by and among the parties
listed below, each referenced to herein as a "Joint Filer". The Joint
Filers agree that a statement of beneficial ownership as required by
Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed
on each of their behalf on Schedule 13G or Schedule 13D, as appropriate,
and that said joint filing may thereafter be amended by further joint
filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
Date: June 7, 2011
DAFNA LifeScience Select Ltd.
By: /s/ Nathan Fischel
Nathan Fischel, MD, CFA, Director
DAFNA Capital Management, LLC
By: /s/ Nathan Fischel
Nathan Fischel, MD, CFA, Managing Member
/s/ Nathan Fischel
Nathan Fischel, MD, CFA
/s/ Fariba Ghodsian
Fariba Ghodsian, Ph.D., MBA