-----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, Flhh3gmt6sw+M12EdJx1ogzZcgKfa41PVFBKqho5v0G7CMZbiyTpFx6VFH59iG8C ZX0ff1BqNYpf5bLlmVAmRg== 0000897069-05-002989.txt : 20051223 0000897069-05-002989.hdr.sgml : 20051223 20051223125024 ACCESSION NUMBER: 0000897069-05-002989 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051223 DATE AS OF CHANGE: 20051223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDIODYNAMICS INTERNATIONAL CORP CENTRAL INDEX KEY: 0000719722 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 953533362 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37334 FILM NUMBER: 051284704 BUSINESS ADDRESS: STREET 1: 6175 NANCY RIDGE DRIVE STREET 2: SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195350202 MAIL ADDRESS: STREET 1: 6175 NANCY RIDGE DRIVE STREET 2: STE 300 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: BOMED MEDICAL MANUFACTURING LTD DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BALYASNY ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001218710 IRS NUMBER: 364472709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 181 W MADISON STE 3600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3124992999 MAIL ADDRESS: STREET 1: 181 W MADISON STE 3600 CITY: CHICAGO STATE: IL ZIP: 60602 SC 13G 1 cmw1902.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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


CARDIODYNAMICS INTERNATIONAL CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
141597104
(CUSIP Number)
December 16, 2005
(Date of Event Which Requires Filing of this Statement

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

	[ ]	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 disclosures provided in a prior cover page.

The information required on 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. 141597104	Page 2 of 14 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Atlas Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES		5	SOLE VOTING POWER 2,562,095 (See Item 4)
BENEFICIALLY OWNED		6	SHARED VOTING POWER None
BY EACH REPORTING		7	SOLE DISPOSITIVE POWER 2,562,095 (See Item 4)
PERSON WITH:		8	SHARED DISPOSITIVE POWER None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,095 (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 141597104	Page 3 of 14 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Atlas Global, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		5	SOLE VOTING POWER None
BENEFICIALLY OWNED		6	SHARED VOTING POWER 2,562,095 (See Item 4)
BY EACH REPORTING		7	SOLE DISPOSITIVE POWER None
PERSON WITH:		8	SHARED DISPOSITIVE POWER 2,562,095 (See Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,095 (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * Not Applicable			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 141597104	Page 4 of 14 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Atlas Global Investments, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES		5	SOLE VOTING POWER None
BENEFICIALLY OWNED		6	SHARED VOTING POWER 2,562,095 (See Item 4)
BY EACH REPORTING		7	SOLE DISPOSITIVE POWER None
PERSON WITH:		8	SHARED DISPOSITIVE POWER 2,562,095 (See Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,095 (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * Not Applicable			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 141597104	Page 5 of 14 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Atlas Global Investments II, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES		5	SOLE VOTING POWER None
BENEFICIALLY OWNED		6	SHARED VOTING POWER 2,562,095 (See Item 4)
BY EACH REPORTING		7	SOLE DISPOSITIVE POWER None
PERSON WITH:		8	SHARED DISPOSITIVE POWER 2,562,095 (See Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,095 (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * Not Applicable			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 141597104	Page 6 of 14 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Balyasny Asset Management L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		5	SOLE VOTING POWER 2,562,095 (See Item 4)
BENEFICIALLY OWNED		6	SHARED VOTING POWER None
BY EACH REPORTING		7	SOLE DISPOSITIVE POWER 2,562,095 (See Item 4)
PERSON WITH:		8	SHARED DISPOSITIVE POWER None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,095 (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * Not Applicable			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 141597104	Page 7 of 14 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dmitry Balyasny
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES		5	SOLE VOTING POWER 2,562,095 (See Item 4)
BENEFICIALLY OWNED		6	SHARED VOTING POWER None
BY EACH REPORTING		7	SOLE DISPOSITIVE POWER 2,562,095 (See Item 4)
PERSON WITH:		8	SHARED DISPOSITIVE POWER None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,095 (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * Not Applicable			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

*SEE INSTRUCTIONS BEFORE FILLING OUT.

Item 1

(a)

Name of Issuer:

CardioDynamics International Corporation (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices:

6175 Nancy Ridge Drive
San Diego, California 92121

Item 2

(a) - (c)

This statement is filed on behalf of the following:

(1) Atlas Master Fund, Ltd., a Cayman Islands corporation (“AMF”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies.

(2) Atlas Global, LLC, a Delaware limited liability company (“AG”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AG owns 20.24% of the equity interests in AMF.

(3) Atlas Global Investments, Ltd., a Cayman Islands corporation (“AGI1”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies. AGI1 owns 71.30% of the equity interests in AMF.

(4) Atlas Global Investments II, Ltd., a Cayman Islands corporation (“AGI2”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, British West Indies. AGI2 owns 8.46% of the equity interests in AMF.

(5) Balyasny Asset Management L.P., a Delaware limited partnership (“BAM”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. BAM is the sole managing member of AG and is the investment manager to each of AG, AGI1 and AGI2.

(6) Dmitry Balyasny, a United States citizen whose business address is 181 West Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing member of the general partner of BAM.

(d)

Title of Class of Securities:

Common Stock, no par value

(e)

CUSIP Number:

141597104

Page 8 of 14 Pages

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4

Ownership:

AMF

(a)

Amount Beneficially Owned:

2,562,095 shares

(b)

Percent of Class:

5.2%

(c)

Number of Shares as to which person has:

(i)

sole power to vote or to direct vote:

2,562,095 shares

(ii)

shared power to vote or to direct vote:

None

(iii)

sole power to dispose or direct disposition of:

2,562,095 shares

(iv)

shared power to dispose or to direct disposition of:

None

(a)

Amount Beneficially Owned:

By virtue of its ownership of 19.1% of the equity interest in AMF, AG may be deemed to beneficially own the 2,562,095 shares of the Company’s Common Stock beneficially owned by AMF.

Page 9 of 14 Pages

(b)

Percent of Class:

5.2%

(c)

Number of Shares as to which person has:

(i)

sole power to vote or to direct vote:

None

(ii)

shared power to vote or to direct vote:

2,562,095 shares

(iii)

sole power to dispose or direct disposition of:

None

(iv)

shared power to dispose or to direct disposition of:

2,562,095 shares

AGI1

(a)

Amount Beneficially Owned:

By virtue of its ownership of 73.4% of the equity interest in AMF, AGI1 may be deemed to beneficially own the 2,562,095 shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class:

5.2%

(c)

Number of Shares as to which person has:

(i)

sole power to vote or to direct vote:

None

(ii)

shared power to vote or to direct vote:

2,562,095 shares

Page 10 of 14 Pages

(iii)

sole power to dispose or direct disposition of:

None

(iv)

shared power to dispose or to direct disposition of:

2,562,095 shares

AGI2

(a)

Amount Beneficially Owned:

By virtue of its ownership of 7.5% of the equity interest in AMF, AGI2 may be deemed to beneficially own the 2,562,095 shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class:

5.2%

(c)

Number of Shares as to which person has:

(i)

sole power to vote or to direct vote:

None

(ii)

shared power to vote or to direct vote:

2,562,095 shares

(iii)

sole power to dispose or direct disposition of:

None

(iv)

shared power to dispose or to direct disposition of:

2,562,095 shares

BAM

(a)

Amount Beneficially Owned:

By virtue of its position as investment manager of each of AG, AGI1 and AGI2 and its role as sole managing member of AG, BAM may be deemed to beneficially own the 2,562,095 shares of the Company’s Common Stock beneficially owned by AG, AGI1 and AGI2.

Page 11 of 14 Pages

(b)

Percent of Class:

5.2%

(c)

Number of Shares as to which person has:

(i)

sole power to vote or to direct vote:

2,562,095 shares

(ii)

shared power to vote or to direct vote:

None

(iii)

sole power to dispose or direct disposition of:

2,562,095 shares

(iv)

shared power to dispose or to direct disposition of:

None

Dmitry Balyasny

(a)

Amount Beneficially Owned:

By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 2,562,095 shares of the Company’s Common Stock beneficially owned by BAM.

(b)

Percent of Class:

5.2%

(c)

Number of Shares as to which person has:

(i)

sole power to vote or to direct vote:

2,562,095 shares

(ii)

shared power to vote or to direct vote:

None

Page 12 of 14 Pages

(iii)

sole power to dispose or direct disposition of:

2,562,095 shares

(iv)

shared power to dispose or to direct disposition of:

None

Item 5

Ownership of Five Percent or Less of a Class:

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:

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.

Page 13 of 14 Pages

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: December 23, 2005.

ATLAS MASTER FUND, LTD.	ATLAS GLOBAL INVESTMENTS II, LTD.
By: /s/ Dmitry Balyasny	By: /s/ Dmitry Balyasny
Dmitry Balyasny	Dmitry Balyasny
Authorized Signatory	Authorized Signatory
ATLAS GLOBAL, LLC	BALYASNY ASSET MANAGEMENT L.P.
By: /s/ Dmitry Balyasny	By: /s/ Dmitry Balyasny
Dmitry Balyasny	Dmitry Balyasny
Authorized Signatory	Authorized Signatory
ATLAS GLOBAL INVESTMENTS, LTD.
By: /s/ Dmitry Balyasny	/s/ Dmitry Balyasny
Dmitry Balyasny	Dmitry Balyasny
Authorized Signatory

Page 14 of 14 Pages

-----END PRIVACY-ENHANCED MESSAGE-----

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SCHEDULE 13G

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

*SEE INSTRUCTIONS BEFORE FILLING OUT.

*SEE INSTRUCTIONS BEFORE FILLING OUT.

*SEE INSTRUCTIONS BEFORE FILLING OUT.

*SEE INSTRUCTIONS BEFORE FILLING OUT.

*SEE INSTRUCTIONS BEFORE FILLING OUT.

*SEE INSTRUCTIONS BEFORE FILLING OUT.

SIGNATURE

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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