0001341004-13-000852.txt : 20130813 0001341004-13-000852.hdr.sgml : 20130813 20130813131415 ACCESSION NUMBER: 0001341004-13-000852 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130813 DATE AS OF CHANGE: 20130813 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDICA INC CENTRAL INDEX KEY: 0001178104 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943287832 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81663 FILM NUMBER: 131032314 BUSINESS ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-364-9975 MAIL ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Applied Medical Corp CENTRAL INDEX KEY: 0001534727 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 272245891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22872 AVENIDA EMPRESA CITY: RANCHO SANTA MARGARITA STATE: CA ZIP: 92688 BUSINESS PHONE: (949) 713-8000 MAIL ADDRESS: STREET 1: 22872 AVENIDA EMPRESA CITY: RANCHO SANTA MARGARITA STATE: CA ZIP: 92688 SC 13D/A 1 sc13da1.htm SC 13D/A sc13da1.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 1)

Cardica, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
14141R101
(CUSIP Number)
 
Said S. Hilal
President and Chief Executive Officer
Applied Medical Corporation
22872 Avenida Empresa
Rancho Santa Margarita, California 92688
(949) 713-8000
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
Copies to:
Gregg A. Noel, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
 
August 12, 2013
(Date of Event Which Requires Filing of This Statement)
 
 
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 [_].
 
 
 
 

 
 
CUSIP No. 14141R101


1.
NAMES OF REPORTING PERSONS:  Applied Medical Corporation
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   [     ]
(b)   [ X ]
 
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
[WC]
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [__]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7.
SOLE VOTING POWER
3,300,0001
 
8.
SHARED VOTING POWER
0
 
9.
SOLE DISPOSITIVE POWER
3,300,0001
 
10.
SHARED DISPOSITIVE POWER
0
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,300,000
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                                                        [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.5%2
 
14.
TYPE OF REPORTING PERSON
CO
 


1  Sole voting power and sole dispositive power are held indirectly through control of Applied Medical Resources Corporation, a California corporation, a wholly owned subsidiary of the reporting person.

2  Based on 51,060,614 shares of Common Stock outstanding as of May 6, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2013.
 

 
 

 

 
This Amendment No. 1 (this "Amendment No. 1") amends and supplements the Schedule 13D filed February 21, 2012 (the “Original Filing”), by Applied Medical Corporation, a Delaware corporation (the “Company”), relating to the common stock, par value $0.001 per share (the “Common Stock”), of Cardica, Inc., a Delaware corporation (the “Issuer”).  Capitalized terms used but not defined herein shall have the respective meanings set forth in the Original Filing.

The Original Filing is amended to make the following changes:

Item 2.   Identity and Background.

Schedule A attached to the Original Filing is hereby amended by replacing it in its entirety with Schedule A attached to this Amendment No. 1.
 
Item 4.   Purpose of Transaction.

Item 4 of the Original Filing is hereby supplemented by the addition of the following information:

Following a review of its investment in the Issuer, the Company presently intends to dispose of up to 500,000 shares of Common Stock owned by it.  The Company intends to use a financial advisor to assist the Company with the disposition of such shares which may be effected through open market transactions, private agreements or other transactions.
 
Item 5.   Interest in Securities of the Issuer.

The first two paragraphs of Item 5 of the Original Filing are hereby amended by replacing such paragraphs in their entirety with the following:

The following information with respect to the ownership of Common Stock by the Company is provided as of August 12, 2013:

AMRC beneficially owns 3,300,000 shares of Common Stock, or approximately 6.5% of the number of shares of the Issuer’s Common Stock outstanding as of May 6, 2013. The Company, as the sole stockholder of AMRC, may be deemed to beneficially own the shares of Common Stock beneficially owned by AMRC.  To the knowledge of the Company, none of the Schedule A Persons beneficially owns any shares of Common Stock.
 

 
 

 


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.
 
Dated:  August 13, 2013
 

 
APPLIED MEDICAL CORPORATION
         
 
By:  
/s/ Samir Tall
 
   
Name:  
Samir Tall
 
   
Title:
Chief Financial Officer
 

 
 
 

 

Schedule A
Directors and Executive Officers of
Applied Medical Corporation
 
The name and present principal occupation of each director and executive officer of Applied Medical Corporation are set forth below. The business address of each person listed below is c/o Applied Medical Corporation, 22872 Avenida Empresa, Rancho Santa Margarita, California 92688. All directors and executive officers listed below are United States citizens.

Name
 
 
Principal Occupation and Business Address (if applicable)
Said S. Hilal
 
President and Chief Executive Officer and Director, Applied Medical Corporation
 
Nabil Hilal
 
Group President, Technology and Director, Applied Medical Corporation
 
Samir Tall
 
Chief Financial Officer, Applied Medical Corporation
 
Stephen E. Stanley
 
Group President, Distribution, Applied Medical Corporation
 
Gary Johnson
 
Group President, Surgical, Applied Medical Corporation
 
Dennis L. Fowler, M.D.
 
Director of Applied Medical Corporation; Gerald and Janet Carrus Professor of Surgical Science, Columbia University College of Physicians and Surgeons
 
Leslee A. Temple, FASLA
 
Director of Applied Medical Corporation; President, NUVIS Landscape Architecture and Planning
 
Thomas M. Kasten
 
Director of Applied Medical Corporation
 
Charla Byrne Nuñez
 
Director of Applied Medical Corporation; Assistant Manager, Vehicle Service Claims and Contract Services for American Honda Finance Corporation