-----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, U/ySCX9yppT5o7VOKlE6VAqKwkFEYB7TrRmeTagyMbKJ/nDCx6HIaQxnTJzy/Yue 2L7mj6tU4/USvFQW8FcUMQ== 0000902664-99-000563.txt : 19991018 0000902664-99-000563.hdr.sgml : 19991018 ACCESSION NUMBER: 0000902664-99-000563 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991012 GROUP MEMBERS: DCF ADVISERS, L.L.C. GROUP MEMBERS: DCF CAPITAL LLC GROUP MEMBERS: DCF CAPITAL, L.L.C. GROUP MEMBERS: DCF PARTNERS, L.P. GROUP MEMBERS: DOUGLAS C. FLOREN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED NEUROMODULATION SYSTEMS INC CENTRAL INDEX KEY: 0000351721 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 751646002 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33902 FILM NUMBER: 99726618 BUSINESS ADDRESS: STREET 1: ONE ALLENTOWN PARKWAY CITY: ALLEN STATE: TX ZIP: 75002 BUSINESS PHONE: 9723909800 MAIL ADDRESS: STREET 1: ONE ALLENTOWN PARKWAY CITY: ALLEN STATE: TX ZIP: 75002 FORMER COMPANY: FORMER CONFORMED NAME: QUEST MEDICAL INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DCF CAPITAL LLC CENTRAL INDEX KEY: 0001076408 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 660 STREAMBOAT ROAD CITY: GREENWICH STATE: CO ZIP: 06830 BUSINESS PHONE: 2036181601 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CO ZIP: 06830 SC 13D 1 SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) Advanced Neuromodulation Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00757T101 (CUSIP Number) Douglas C. Floren 600 Steamboat Road, Greenwich, Connecticut 06830 (203) 618-1601 (Name, address and telephone number of person authorized to receive notices and communications) September 30, 1999 (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 which 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 [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 13 Pages) ________________ *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 purposes 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. 00757T101 13D Page 2 of 13 Pages _____________________________________________________________________________ (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DCF Partners, L.P. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** WC ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 241,000 OWNED BY ______________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 241,000 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 241,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** PN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 00757T101 13D Page 3 of 13 Pages _____________________________________________________________________________ (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DCF Advisers, L.L.C. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** WC ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 241,000 OWNED BY ______________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 241,000 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 241,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** OO _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 00757T101 13D Page 4 of 13 Pages _____________________________________________________________________________ (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DCF Capital, L.L.C. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** WC ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 128,000 OWNED BY ______________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 128,000 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 128,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IA _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 00757T101 13D Page 5 of 13 Pages _____________________________________________________________________________ (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Douglas C. Floren _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** WC ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 12,500 SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 369,000 OWNED BY ______________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 12,500 REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 381,500 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 00757T101 13D Page 6 of 13 Pages Item 1. Security and Issuer. This statement relates to the common stock, par value $0.05 (the "Common Stock") of Advanced Neuromodulation Systems, Inc. (the "Company"). The Company's principal executive offices are located at 6501 Windcrest Drive, Plano, Texas 75024. Item 2. Identity and Background. (a) This statement is filed by: (i) DCF Partners, L.P., a Delaware limited partnership ("DCF Partners") with respect to the shares of Common Stock directly owned by it; (ii) DCF Advisers, L.L.C., a limited liability company organized under the laws of the State of Delaware ("DCF Advisers"), with respect to the shares of Common Stock directly owned by DCF Partners; (iii) DCF Capital, L.L.C., a limited liability company organized under the laws of the State of Delaware ("DCF Capital"), which serves as investment manager to The DCF Life Sciences Fund Limited ("DCF Life Sciences"), a company organized under the laws of Bermuda, and to two managed accounts, Managed Account #1 and Managed Account #2 (collectively, the "Managed Accounts"); and (iv) Mr. Douglas C. Floren ("Mr. Floren") with respect to the shares of Common Stock directly owned by each of DCF Partners, DCF Life Sciences, the Managed Accounts and Mr. Floren. The number of shares of Common Stock beneficially owned by Mr. Floren reflects shares held in certain trusts for the benefit of family members of Mr. Floren. Mr. Floren serves as the trustee of such trusts, and as such maybe deemed the beneficial owner of the shares of Common Stock held by such trusts. Mr. Floren has dispositive and voting power over the shares of Common Stock held by such trusts. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The address of the principal business and principal office of DCF Partners, DCF Advisers and DCF Capital is 660 Steamboat Road, Greenwich, Connecticut 06830. The business address of Mr. Floren is 660 Steamboat Road, Greenwich, Connecticut 06830. (c) The principal business of DCF Partners is serving as a private investment limited partnership investing primarily in the life sciences industry. The principal business of DCF Advisers is serving as general partner to DCF Partners. The principal business of DCF Capital is that of an investment manager engaging in the purchase and sale of securities on behalf of clients. Mr. Floren serves as the Managing Member of DCF Advisers. Mr. Floren also serves as the Managing Member of DCF Capital. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). CUSIP No. 00757T101 13D Page 7 of 13 Pages (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) DCF Partners is a limited partnership organized under the laws of the State of Delaware. DCF Advisers and DCF Capital are limited liability companies organized under the laws of the State of Delaware. Mr. Floren is a United States citizen. Item 3. Source and Amount of Funds and Other Consideration. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by DCF Partners, DCF Life Sciences, Managed Account #1 and Managed Account #2 is approximately $1,123,543.85, $209,563.00, $369,247.75 and $27,187.50, respectively. Neither DCF Advisers, DCF Capital, nor Mr. Floren owns directly any shares of Common Stock. The shares of Common Stock purchased by DCF Partners, DCF Life Sciences, and the Managed Accounts were purchased with working capital. Item 4. Purpose of the Transaction. The purpose of the acquisition of the shares of Common Stock by the Reporting Persons is for investment, and the purchases of the shares of Common Stock by the Reporting Persons were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company. Although the acquisition of the shares of Common Stock by the Reporting Persons is for investment purposes, the Reporting Persons may pursue discussions with management to maximize long-term value for shareholders. Each of the Reporting Persons may make further purchases of shares of Common Stock from time to time and may dispose of any or all of the shares of Common Stock held by him or it at any time. None of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. Each of the Reporting Persons may, at any time and from time to time, review or reconsider his or its position and formulate plans or proposals with respect thereto, but has no present intention of doing so. CUSIP No. 00757T101 13D Page 8 of 13 Pages Item 5. Interest in Securities of the Issuer. A. DCF Partners, L.P. (a) Aggregate number of shares beneficially owned: 241,000 Percentage: 3.2% The percentages used herein and in the rest of Item 5 are calculated based upon the 7,541,379 shares of Common Stock issued and outstanding as of August 6, 1999 as reflected in the Company's form 10-Q for the period ending June 30, 1999. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 241,000 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 241,000 (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions by DCF Partners in the Common Stock within the last sixty days, which were all in the open market, are set forth in Schedule A and are incorporated by reference. (d) DCF Advisers, the general partner of DCF Partners, has the power to direct the affairs of DCF Partners, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Floren is the Managing Member of DCF Advisers and in that capacity directs its operations. (e) Not Applicable. B. DCF Advisers, L.L.C. (a) Aggregate number of shares beneficially owned: 241,000 Percentage: 3.2% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 241,000 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 241,000 (c) DCF Advisers did not enter into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days on behalf of DCF Partners, which were all in the open market, are set forth in Schedule A, and are incorporated by reference. (d) Not applicable. (e) Not applicable. C. DCF Capital, L.L.C. (a) Aggregate number of shares beneficially owned: 128,000 Percentage: 1.7% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 128,000 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 128,000 (c) DCF Capital did not enter into any transactions in teh Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock on behalf of clients within the last sixty days, which were all in the open market, are set forth in Schedule B and are incorporated by reference. CUSIP No. 00757T101 13D Page 9 of 13 Pages (d) Each of the clients of DCF Capital has the power to direct the receipt of dividends from or the proceeds of sale of such shares. (e) Not Applicable. D. Douglas C. Floren. (a) Aggregate number of shares beneficially owned: 369,000 Percentage: 5.1% (b) 1. Sole power to vote or direct vote: 12,500 2. Shared power to vote or direct vote: 369,000 3. Sole power to dispose or direct the disposition: 12,500 4. Shared power to dispose or direct the disposition: 369,000 (c) Mr. Floren did not enter into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days on behalf of DCF Partners, which were all in the open market, are set forth in Schedule A, and are incorporated by reference. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days on behalf of DCF Life Sciences and the Managed Accounts, which were all in the open market, are set forth in Schedule B, and are incorporated by reference. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the Joint Acquisition Statement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits. There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. CUSIP No. 00757T101 13D Page 10 of 13 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: October 8, 1999 /s/ DOUGLAS C. FLOREN Douglas C. Floren, individually, and as managing member of DCF Advisers, L.L.C., general partner of DCF Partners, L.P., and as managing member of DCF Capital, L.L.C. CUSIP No. 00757T101 13D Page 11 of 13 Pages Schedule A DCF PARTNERS, L.P. Price Per Share Date of Number of Shares (including commissions, Transaction Purchased/(Sold) if any) 08/03/99 11,000 9.23 08/06/99 1,000 9.06 08/09/99 5,000 9.00 08/11/99 10,000 8.99 08/12/99 1,500 8.88 08/13/99 3,000 9.06 08/16/99 6,000 9.11 08/19/99 7,500 9.06 08/23/99 10,000 9.05 09/22/99 40,000 8.38 09/23/99 23,900 8.44 09/24/99 3,400 8.44 09/30/99 6,200 8.25 CUSIP No. 00757T101 13D Page 12 of 13 Pages Schedule B DCF CAPITAL, L.L.C. - MANAGED ACCOUNTS Price Per Share Date of Number of Shares (including commissions, Transaction Client Purchased/(Sold) if any) 08/03/99 Managed Account #1 10,000 9.23 08/04/99 Managed Account #1 12,500 9.25 08/06/99 Managed Account #2 3,000 9.06 08/09/99 DCF Life Sciences 5,000 9.00 08/11/99 Managed Account #1 4,500 8.99 09/17/99 Managed Account #1 2,500 7.94 09/20/99 DCF Life Services 10,000 8.08 09/20/99 Managed Account #1 12,500 8.08 09/22/99 DCF Life Services 10,000 8.38 CUSIP No. 00757T101 13D Page 13 of 13 Pages EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(k)1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: October 8,1999 /s/ DOUGLAS C. FLOREN Douglas C. Floren, individually, and as managing member of DCF Advisers, L.L.C., general partner of DCF Partners, L.P., and as managing member of DCF Capital, L.L.C. -----END PRIVACY-ENHANCED MESSAGE-----