-----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, NzEFC3aCHrMiw+CEAR5+8KRIszOlUYAS7IFxZdXKo+l9Cfm/2eaB2KpbtobnhF55 bLAD1I1C5fRNvEO7109J3Q== 0000919574-01-000252.txt : 20010223 0000919574-01-000252.hdr.sgml : 20010223 ACCESSION NUMBER: 0000919574-01-000252 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FISCHER IMAGING CORP CENTRAL INDEX KEY: 0000750901 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 362756787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45235 FILM NUMBER: 1545023 BUSINESS ADDRESS: STREET 1: 12300 N GRANT ST CITY: DENVER STATE: CO ZIP: 80241 BUSINESS PHONE: 3034526800 MAIL ADDRESS: STREET 1: 12300 NORTH GRANT STREET CITY: DENVER STATE: CO ZIP: 80241 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEERFIELD CAPITAL LP ET AL CENTRAL INDEX KEY: 0001010823 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVE STREET 2: SUITE 1930 CITY: NEW YORK STATE: NY ZIP: 10017 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVE SUITE1930 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: Name of Issuer: Fischer Imaging Corporation Title of Class of Securities: Common Stock CUSIP Number: 337719108 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Mr. Arnold Snider c/o Deerfield Management, 450 Lexington Avenue, Suite 1930, New York, New York 10017, (212) 551-1600 (Date of Event which Requires Filing of this Statement) December 31, 2000 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(b)(3) or (4), check the following box [ X ]. *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. 337719108 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Deerfield Capital, L.P. #13-3745117 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 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: 8. Shared Voting Power: 1,192,600 9. Sole Dispositive Power: 10. Shared Dispositive Power: 1,192,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,192,600 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -2- 13. Percent of Class Represented by Amount in Row (11) 14.77% 14. Type of Reporting Person PN -3- CUSIP No. 337719108 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Deerfield Partners, L.P. 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 1,192,600 9. Sole Dispositive Power: 10. Shared Dispositive Power: 1,192,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,192,600 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -4- 13. Percent of Class Represented by Amount in Row (11) 14.77% 14. Type of Reporting Person PN -5- CUSIP No. 337719108 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Deerfield Management Company #13-3738772 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 482,400 9. Sole Dispositive Power: 10. Shared Dispositive Power: 482,400 11. Aggregate Amount Beneficially Owned by Each Reporting Person 482,400 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -6- 13. Percent of Class Represented by Amount in Row (11) 5.97% 14. Type of Reporting Person PN -7- CUSIP No. 337719108 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Deerfield International Limited 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization British Virgin Islands Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 482,400 9. Sole Dispositive Power: 10. Shared Dispositive Power: 482,400 11. Aggregate Amount Beneficially Owned by Each Reporting Person 482,400 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -8- 13. Percent of Class Represented by Amount in Row (11) 5.97% 14. Type of Reporting Person CO -9- CUSIP No. 337719108 1. NAME OF REPORTING PERSON S.S. or I.R.S. Identification No. of Above Person Arnold H. Snider ####-##-#### 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds PF 5. Check 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 Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 1,675,000 9. Sole Dispositive Power: 10. Shared Dispositive Power: 1,675,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,675,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -10- 13. Percent of Class Represented by Amount in Row (11) 20.74% 14. Type of Reporting Person IN Item 1. Security and Issuer This statement relates to shares of common stock (the "Common Stock") of Fischer Imaging Corp. (the "Company"). The Company's principal executive office is located at 12300 North Grant Street, Denver, Colorado 80241-3000. Item 2. Identity and Background This statement is being filed on behalf of Deerfield Capital, L.P. ("Deerfield Capital"), a Delaware limited partnership, Deerfield Partners, L.P., a Delaware Limited Partnership ("Deerfield Partners"), Deerfield Management Company ("Deerfield Management"), a New York limited partnership, Deerfield International Limited, a British Virgin Islands Company ("Deerfield International") and Arnold H. Snider (together referred to as the "Reporting Persons"). The principal business of each of the Reporting Persons is to act as an investment adviser; the principal office of each of the Reporting Persons, except for Deerfield International, is at 450 Lexington Avenue, Suite 1930, New York, NY 10017. The principal office for Deerfield International is c/o Hemisphere Management (B.V.I.) Limited, Bison Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola, British Virgin Islands. Deerfield Capital is the general partner of Deerfield Partners, L.P. and Deerfield Management is the investment manager of Deerfield International Limited (together referred to as the "Funds"). Arnold H. Snider is the sole shareholder, president and director of Snider Capital Corp., a Delaware corporation which serves as the general partner of Deerfield Capital. Mr. Snider is also the sole shareholder, president and director of Snider Management Corporation, a Delaware corporation which serves as the general partner of Deerfield Management. None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding -11- (excluding traffic violations or similar misdemeanors). 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 which resulted in 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 violations with respect to such laws. Mr. Snider is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, the Reporting Persons beneficially own, in the aggregate, 1,675,000 shares of the Company's Common Stock. All shares of Common Stock are held by the Funds. The shares of Common Stock were purchased in open market transactions at an aggregate cost of $[ ]. The funds for the purchase of the Common Stock held by the Funds came from each entity's own funds or from margin loans entered into in the ordinary course of business. Item 4. Purpose of Transactions. The shares of Common Stock beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of Issuer. As of the date hereof, the Reporting Persons are the beneficial owners of an aggregate of 1,675,000 shares of the Company's Common Stock. Based on information received from the Company, we believe there to be 8,074,867 shares of the Company's Common Stock outstanding as of October 1, 2000. Therefore, the Reporting Persons beneficially own an aggregate of 20.74% of the Company's outstanding shares of Common Stock. Deerfield Capital beneficially owns 1,192,600 shares of Common Stock, equal to 14.77% of the Company's outstanding shares of Common Stock. Deerfield Management beneficially owns 482,400 shares of Common Stock, equal to 5.97% of the Company's outstanding shares of Common Stock. Deerfield Capital and Deerfield Management have the power to vote, direct the vote, -12- dispose of or direct the disposition of all the shares of the Company's Common Stock that they each respectively currently beneficially own. Mr. Snider has shared power to vote, direct the vote, dispose of or direct the disposition of all of the Company's Common Stock that is beneficially owned by each of the other Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Persons have no contract, arrangement, understanding or relationship with any person with respect to the Common Stock. Item 7. Material to be Filed as Exhibits. N/A Signature. The undersigned, after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. DEERFIELD CAPITAL, L.P. By: Snider Capital Corp., General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President DEERFIELD PARTNERS, L.P. By: Deerfield Capital, L.P. By: Snider Capital, L.P. General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President -13- DEERFIELD MANAGEMENT COMPANY By: Snider Management Company, General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President DEERFIELD INTERNATIONAL LIMITED By: Deerfield Management Company By: Snyder Management Company, General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President ARNOLD H. SNIDER /s/ Arnold H. Snider ___________________________ February 14, 2001 -14- 00871001.AR1 -----END PRIVACY-ENHANCED MESSAGE-----