-----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, ICT9yO+6spDk6mxu6noK9htebztMi5XQHlRPDJxxPfu0Z7e+sN3jIOgPnrBlgWSn dyJtnMT3W93ftvrGcSO55Q== 0000851909-10-000009.txt : 20100528 0000851909-10-000009.hdr.sgml : 20100528 20100528164121 ACCESSION NUMBER: 0000851909-10-000009 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100525 FILED AS OF DATE: 20100528 DATE AS OF CHANGE: 20100528 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENGLANDER ISRAEL A CENTRAL INDEX KEY: 0001017456 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05663 FILM NUMBER: 10867176 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERATOR MEDICAL HOLDINGS, INC. CENTRAL INDEX KEY: 0000017485 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 870267292 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 2979 SE GRAN PARK WAY CITY: STUART STATE: FL ZIP: 34997 BUSINESS PHONE: 772-287-2414 MAIL ADDRESS: STREET 1: 2979 SE GRAN PARK WAY CITY: STUART STATE: FL ZIP: 34997 FORMER COMPANY: FORMER CONFORMED NAME: CARDIFF COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CARDIFF INDUSTRIES INC DATE OF NAME CHANGE: 19810611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLENNIUM PARTNERS, L.P. CENTRAL INDEX KEY: 0000851909 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05663 FILM NUMBER: 10867181 BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 2128414000 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10103 FORMER NAME: FORMER CONFORMED NAME: MILLENNIUM PARTNERS L P DATE OF NAME CHANGE: 20000628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLENNIUM MANAGEMENT LLC CENTRAL INDEX KEY: 0001273087 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05663 FILM NUMBER: 10867177 BUSINESS ADDRESS: STREET 1: 666 FIFTH AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103-0899 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: 666 FIFTH AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103-0899 FORMER NAME: FORMER CONFORMED NAME: MILLENNIUM MANAGEMENT, L.L.C. DATE OF NAME CHANGE: 20050310 FORMER NAME: FORMER CONFORMED NAME: MILLENNIUM MANAGEMENT LLC DATE OF NAME CHANGE: 20031212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLENNIUM INTERNATIONAL MANAGEMENT LP CENTRAL INDEX KEY: 0001426821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05663 FILM NUMBER: 10867179 BUSINESS ADDRESS: STREET 1: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC CENTRAL INDEX KEY: 0001446830 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05663 FILM NUMBER: 10867178 BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM INTL. MGMT. LP STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: C/O MILLENNIUM INTL. MGMT. LP STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICS OPPORTUNITIES, LTD. CENTRAL INDEX KEY: 0001487118 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05663 FILM NUMBER: 10867180 BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM INTL. MANAGEMENT LP STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: C/O MILLENNIUM INTL. MANAGEMENT LP STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2010-05-25 0000017485 LIBERATOR MEDICAL HOLDINGS, INC. LBMH 0000851909 MILLENNIUM PARTNERS, L.P. C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103 0 0 1 0 0001487118 ICS OPPORTUNITIES, LTD. C/O MILLENNIUM INTL. MGMT. LP 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103 0 0 0 1 May be deemed a group member. 0001426821 MILLENNIUM INTERNATIONAL MANAGEMENT LP C/O MILLENNIUM INTL. MGMT. GP LLC 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103 0 0 0 1 May be deemed a group member. 0001446830 MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103 0 0 0 1 May be deemed a group member. 0001273087 MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103 0 0 0 1 May be deemed a group member. 0001017456 ENGLANDER ISRAEL A C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103 0 0 0 1 May be deemed a group member. Common Stock 4565746 D Common Stock 2010-05-25 4 S 0 100 1.60 D 939223 D Common Stock 2010-05-25 4 S 0 100 1.55 D 939123 D May 2008 Warrants 1.00 2013-05-22 Common Stock 4375000 4375000 D October 2008 Senior Convertible Note .75 2010-10-17 Common Stock 3333333 3333333 D October 2008 Warrants 1.25 2011-10-17 Common Stock 1166667 1166667 D As of the date of this Form 4, Millennium Partners, L.P., a Cayman Islands exempted limited partnership ("Millennium Partners"), is the beneficial owner of 4,565,746 shares of common stock, par value $0.001 per share (the "Common Stock"), of Liberator Medical Holdings, Inc. (the "Issuer"). As of the date of this Form 4, ICS Opportunities, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("ICS Opportunities"), is the beneficial owner of 939,123 shares of the Issuer's Common Stock. Millennium Partners holds warrants to purchase 4,375,000 shares of the Issuer's Common Stock at an exercise price of $1.00 per share that expire on May 22, 2013 ("May 2008 Warrants"). Millennium Partners holds a 3% senior unsecured convertible note in the original principal amount of $2,500,000, convertible into 3,333,333 shares of the Issuer's Common Stock at an initial conversion price of $0.75 per share, subject to adjustment, that matures on October 17, 2010 ("October 2008 Senior Convertible Note"). Millennium Partners also holds warrants to purchase 1,166,667 shares of the Issuer's Common Stock at an exercise price of $1.25 per share that expire on October 17, 2011 ("October 2008 Warrants"). The number of shares of Common Stock into which the May 2008 Warrants, October 2008 Senior Convertible Note and October 2008 Warrants convert into is limited pursuant to the terms of the May 2008 Warrants, October 2008 Senior Convertible Note and October 2008 Warrants to that number of shares of the Issuer's Common Stock which would result in Millennium Partners and its affiliates having aggregate beneficial ownership, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, of not more than 9.99% of the total issued and outstanding Common Stock. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of Millennium Partners, and may be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners. Millennium Management is also the general partner of the 100% shareholder of ICS Opportunities, and consequently may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities, and consequently may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management, and consequently may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Israel A. Englander ("Mr. Englander"), is the managing member of Millennium Management and of Millennium International Management GP, and consequently may also be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners or ICS Opportunities, as the case may be. * MILLENNIUM PARTNERS, L.P. By: Millennium Management LLC, its General Partner * David Nolan, Co-President 2010-05-27 EX-99 2 lbmhjfa20100525.txt JOINT FILER INFORMATION EXHIBIT 99 - JOINT FILER INFORMATION Name: ICS Opportunities, Ltd. Address: c/o Millennium International Management LP 666 Fifth Avenue, 8th Floor New York, NY 10103 Designated Filer: Millennium Partners, L.P. Issuer & Ticker Symbol: Liberator Medical Holdings, Inc. (LBMH) Date of Event Requiring Statement: 05/25/2010 Signature: ICS OPPORTUNITIES, LTD. By: Millennium International Management LP, as Investment Manager By: /s/ David Nolan -------------------------------------------- Name: David Nolan Title: Co-President Name: Millennium International Management LP Address: c/o Millennium International Management GP LLC 666 Fifth Avenue, 8th Floor New York, NY 10103 Designated Filer: Millennium Partners, L.P. Issuer & Ticker Symbol: Liberator Medical Holdings, Inc. (LBMH) Date of Event Requiring Statement: 05/25/2010 Signature: MILLENNIUM INTERNATIONAL MANAGEMENT LP By: /s/ David Nolan -------------------------------------------- Name: David Nolan Title: Co-President Name: Millennium International Management GP LLC Address: 666 Fifth Avenue, 8th Floor New York, NY 10103 Designated Filer: Millennium Partners, L.P. Issuer & Ticker Symbol: Liberator Medical Holdings, Inc. (LBMH) Date of Event Requiring Statement: 05/25/2010 Signature: MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC By: /s/ David Nolan -------------------------------------------- Name: David Nolan Title: Executive vice President Name: Millennium Management LLC Address: 666 Fifth Avenue, 8th Floor New York, NY 10103 Designated Filer: Millennium Partners, L.P. Issuer & Ticker Symbol: Liberator Medical Holdings, Inc. (LBMH) Date of Event Requiring Statement: 05/25/2010 Signature: MILLENNIUM MANAGEMENT LLC By: /s/ David Nolan -------------------------------------------- Name: David Nolan Title: Co-President Name: Israel A. Englander Address: c/o Millennium Management LLC 666 Fifth Avenue, 8th Floor New York, NY 10103 Designated Filer: Millennium Partners, L.P. Issuer & Ticker Symbol: Liberator Medical Holdings, Inc. (LBMH) Date of Event Requiring Statement: 05/25/2010 Signature: /s/ Israel A. Englander by David Nolan pursuant to a Power of Attorney filed with the SEC on June 6, 2005 -------------------------------------------- Israel A. Englander -----END PRIVACY-ENHANCED MESSAGE-----