-----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, OSzU43Oe/M/IzjxGotLDmBkEAldTzGPRxkEZKwlcUctkmzs5lv/oQ3E6pgBb2v6R Q7qWZ/fQW7r+eBNXdJBbpA== 0001104659-05-005787.txt : 20050211 0001104659-05-005787.hdr.sgml : 20050211 20050211160604 ACCESSION NUMBER: 0001104659-05-005787 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: JACK W. LASERSOHN GROUP MEMBERS: JOHN E. RUNNELLS GROUP MEMBERS: STEPHEN D. BAKSA GROUP MEMBERS: VERTICAL FUND II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFECORE BIOMEDICAL INC CENTRAL INDEX KEY: 0000028626 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 410948334 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35300 FILM NUMBER: 05598671 BUSINESS ADDRESS: STREET 1: 3515 LYMAN BLVD CITY: CHASKA STATE: MN ZIP: 55318-3051 BUSINESS PHONE: 6123684300 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC INC DATE OF NAME CHANGE: 19861214 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MEDICAL RESEARCH INC DATE OF NAME CHANGE: 19691118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERTICAL FUND I LP CENTRAL INDEX KEY: 0001014478 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 25 DEFOREST AVE CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: 9082773737 MAIL ADDRESS: STREET 1: 25 DEFOREST AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 FORMER COMPANY: FORMER CONFORMED NAME: VERTICAL FUND ASSOCIATES L P DATE OF NAME CHANGE: 19960514 SC 13G 1 a05-3051_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

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

 

LIFECORE BIOMEDICAL, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

532187101

(CUSIP Number)

 

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

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.  532187101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vertical Fund I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
795,408

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
795,408

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
795,408

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.15%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vertical Fund II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
294,692

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
294,692

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
294,692

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.28%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Stephen D. Baksa

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
124,000

 

6.

Shared Voting Power 
1,214,100

 

7.

Sole Dispositive Power 
124,000

 

8.

Shared Dispositive Power
1,214,100

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,214,100

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.38%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

4


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jack W. Lasersohn

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
33,700

 

6.

Shared Voting Power 
1,123,800

 

7.

Sole Dispositive Power 
33,700

 

8.

Shared Dispositive Power
1,123,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,123,800

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.68%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

5


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John E. Runnells

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
31,800

 

6.

Shared Voting Power 
1,121,900

 

7.

Sole Dispositive Power 
31,800

 

8.

Shared Dispositive Power
1,121,900

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,121,900

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.65%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

6


 

Item 1.

 

(a)

Name of Issuer
Lifecore Biomedical, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
3515 Lyman Boulevard
Chaska, MN  55318-3051

 

Item 2.

 

(a)

Name of Person Filing
Vertical Fund I, L.P. (“VFI”) and
Vertical Fund II, L.P. (“VFII” and together with VFI, the “Partnerships”)
Stephen D. Baksa (“Baksa”)
Jack W. Lasersohn (“Lasersohn”)
John E. Runnells (“Runnells” and together with Baksa and Lasersohn, the “Individuals”)

 

(b)

Address of Principal Business Office or, if none, Residence
Each of the Partnerships and the Individuals has a principal business address at 25 DeForest Avenue, Summit, New Jersey 07901.

 

(c)

Citizenship
Each of the Partnerships is a Delaware limited partnership.  Each of the Individuals is a citizen of the United States.

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
532187101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

None of the above.  The statement is filed pursuant to Rule 13d-1(c).

 

7


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

1,279,600 shares of Common Stock

 

(b)

Percent of class:   

9.86%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,279,600

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,279,600

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

The foregoing amounts of shares and percentage represent the combined holdings of the two Partnerships and the Individuals as of as of December 31, 2004.  Of such amounts, 795,408 shares (6.15% of the total outstanding) are beneficially owned by VFI, 294,692 shares (2.28% of the total outstanding) are beneficially owned by VFII, 124,000 shares (.96% of the total outstanding) are beneficially owned by Baksa, 33,700 shares (.26% of the total outstanding) are owned by Lasersohn, 1,800 shares (.01% of the total outstanding) are owned by Runnells.  Additionally, Runnells has options to purchase an aggregate of 40,000 shares.  Under the terms of the options, Runnells currently has the right to purchase 30,000 shares, which shares have been included for purposes of calculating Runnells’ ownership and the total beneficial ownership set forth above.  The Partnerships and the Individuals are filing this statement jointly to reflect their combined ownership because the sole general partner of each Partnership is The Vertical Group, L.P., a Delaware limited partnership (“Vertical”), and each of the Individuals are general partners of Vertical, and the Partnerships and the Individuals may be deemed to constitute a “group” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

 

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.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

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.

 

8


 

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: February 11, 2005

 

 

 

 

VERTICAL FUND I, L.P.

 

 

 

By: THE VERTICAL GROUP, L.P.

 

General Partner

 

 

 

 

 

By:

/s/ John E. Runnells

 

 

John E. Runnells

 

General Partner.

 

 

 

 

 

VERTICAL FUND II, L.P.

 

 

 

By: THE VERTICAL GROUP, L.P.

 

General Partner

 

 

 

 

 

By:

/s/ John E. Runnells

 

 

John E. Runnells

 

General Partner.

 

 

 

 

 

 

/s/ Stephen D. Baksa

 

 

Stephen D. Baksa

 

 

 

 

 

 

/s/ Jack W. Lasersohn

 

 

Jack W. Lasersohn

 

 

 

 

 

 

/s/ John E. Runnells

 

 

John E. Runnells

 

9

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