UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Liberator Medical Holdings, Inc. |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
53012L108 |
(CUSIP Number) |
Simon M. Lorne, Esq. Millennium Management LLC 666 Fifth Avenue, 8th Floor New York, New York 10103 (212) 841-4100 |
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications) |
January 9, 2014 |
(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 that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o .
SCHEDULE 13D
CUSIP No. 53012L108 |
1 |
NAMES
OF REPORTING PERSONS
Millennium Partners, L.P. | ||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
| ||
3 |
SEC
USE ONLY | ||
4 |
SOURCE
OF FUNDS WC, OO | ||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) þ | ||
6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION Cayman Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER -0- | |
8 |
SHARED
VOTING POWER 7,449,079 (See Items 5 and 6) | ||
9 |
SOLE
DISPOSITIVE POWER -0- | ||
10 |
SHARED
DISPOSITIVE POWER 7,449,079 (See Items 5 and 6) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,449,079 (See Items 5 and 6) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2% |
14 |
TYPE
OF REPORTING PERSON PN |
SCHEDULE 13D
CUSIP No. 53012L108 |
1 |
NAMES
OF REPORTING PERSONS
ICS Opportunities, Ltd. | ||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
| ||
3 |
SEC
USE ONLY | ||
4 |
SOURCE
OF FUNDS WC, OO | ||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) þ | ||
6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION Cayman Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER -0- | |
8 |
SHARED
VOTING POWER -0- | ||
9 |
SOLE
DISPOSITIVE POWER -0- | ||
10 |
SHARED
DISPOSITIVE POWER -0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 |
TYPE
OF REPORTING PERSON CO |
SCHEDULE 13D
CUSIP No. 53012L108 |
1 |
NAMES
OF REPORTING PERSONS
Millennium International Management LP | ||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
| ||
3 |
SEC
USE ONLY | ||
4 |
SOURCE
OF FUNDS WC, OO | ||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) þ | ||
6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER -0- | |
8 |
SHARED
VOTING POWER -0- | ||
9 |
SOLE
DISPOSITIVE POWER -0- | ||
10 |
SHARED
DISPOSITIVE POWER -0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 |
TYPE
OF REPORTING PERSON PN |
SCHEDULE 13D
CUSIP No. 53012L108 |
1 |
NAMES
OF REPORTING PERSONS
Millennium International Management GP LLC | ||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
| ||
3 |
SEC
USE ONLY | ||
4 |
SOURCE
OF FUNDS WC, OO | ||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) þ | ||
6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER -0- | |
8 |
SHARED
VOTING POWER -0- | ||
9 |
SOLE
DISPOSITIVE POWER -0- | ||
10 |
SHARED
DISPOSITIVE POWER -0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 |
TYPE
OF REPORTING PERSON OO |
SCHEDULE 13D
CUSIP No. 53012L108 |
1 |
NAMES
OF REPORTING PERSONS
Millennium Management LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS WC, OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) þ |
6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER -0- |
8 |
SHARED
VOTING POWER 7,449,079 (See Items 5 and 6) | |
9 |
SOLE
DISPOSITIVE POWER -0- | |
10 |
SHARED
DISPOSITIVE POWER
7,449,079 (See Items 5 and 6) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,449,079 (See Items 5 and 6) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2% |
14 |
TYPE
OF REPORTING PERSON OO |
SCHEDULE 13D
CUSIP No. 53012L108 |
1 |
NAMES
OF REPORTING PERSONS
Israel A. Englander |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS WC, OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) þ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER -0- |
8 |
SHARED
VOTING POWER
7,449,079 (See Items 5 and 6) | |
9 |
SOLE
DISPOSITIVE POWER -0- | |
10 |
SHARED
DISPOSITIVE POWER 7,449,079 (See Items 5 and 6) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,449,079 (See Items 5 and 6) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2% |
14 |
TYPE
OF REPORTING PERSON IN |
Explanatory Note
Introduction
This Amendment No. 6 to Schedule 13D ("Amendment No. 6 to Schedule 13D"), amends and restates Amendment No. 5 to Schedule 13D filed by the Reporting Persons (as defined in Item 2, below) on October 16, 2013 ("Amendment No. 5 to Schedule 13D"), relating to their beneficial ownership of the common stock, par value $0.001 per share (the "Common Stock"), of Liberator Medical Holdings, Inc., a Nevada corporation (the "Issuer"). Amendment No. 6 to Schedule 13D is being filed to report a material change in the number of shares of the Issuers Common Stock beneficially owned or deemed to be beneficially owned by Millennium Partners, L.P., ICS Opportunities, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander (as the case may be), since the filing of Amendment No. 5 to Schedule 13D.
Item 1. Security and Issuer.
The name of the Issuer is Liberator Medical Holdings, Inc. The address of the Issuers principal executive offices is 2979 SE Gran Park Way, Stuart, Florida 34997. This Amendment No. 6 to Schedule 13D relates to the Issuers Common Stock.
Item 2. Identity and Background.
(a)-(c), (f). This Amendment No. 6 to Schedule 13D is being filed by Millennium Partners, L.P., a Cayman Islands exempted limited partnership ("Millennium Partners") and ICS Opportunities, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("ICS Opportunities").
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 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 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 may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium Management and Millennium International Management GP. Consequently, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners and ICS Opportunities.
The foregoing should not be construed in and of itself as an admission by Millennium Management, Millennium International Management, Millennium International Management GP, or Mr. Englander as to beneficial ownership of the securities owned by Millennium Partners or ICS Opportunities, as the case may be.
Millennium Partners, ICS Opportunities, Millennium International Management, Millennium International Management GP, Millennium Management and Mr. Englander will be collectively referred to as the reporting persons ("Reporting Persons") in this Amendment No. 6 to Schedule 13D.
The business address for Millennium Partners and Mr. Englander is c/o Millennium Management LLC, 666 Fifth Avenue, New York, New York 10103. The business address for ICS Opportunities is c/o Millennium International Management LP, 666 Fifth Avenue, New York, New York 10103. The business address for Millennium International Management GP and Millennium Management is 666 Fifth Avenue, New York, New York 10103.
(d)-(e) During the past five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
On May 11, 2010, Millennium Partners converted the May 2008 Senior Convertible Note (as defined in Amendment No. 4 to Schedule 13D filed by the Reporting Persons on October 19, 2010) into 4,375,000 shares of the Issuers Common Stock. Millennium Partners paid $3,500,000 in consideration for the May 2008 Senior Convertible Note.
On October 15, 2010, Millennium Partners converted the October 2008 Senior Convertible Note (as defined in Amendment No. 4 to Schedule 13D filed by the Reporting Persons on October 19, 2010) into 3,333,333 shares of the Issuers Common Stock. Millennium Partners paid $2,500,000 in consideration for the October 2008 Senior Convertible Note.
Millennium Partners also received 190,746 shares of the Issuers Common Stock (in aggregate) as interest payments on the May 2008 Senior Convertible Note and October 2008 Senior Convertible Note.
Millennium Partners and ICS Opportunities effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to Millennium Partners and ICS Opportunities as and when required to open or carry positions in the margin accounts, subject to applicable margin regulations, stock exchange rules and the prime brokers credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
Item 4. Purpose of Transaction.
The Reporting Persons are engaged in the investment business, and in the course of that business employ the services of a number of portfolio managers, each of whom independently employs a separate and distinct trading strategy. A portion of the securities of the Issuer held by the Reporting Persons may be managed by portfolio managers who engage in event-, risk- or merger-arbitrage or fundamental strategies.
In pursuing their business, some of the Reporting Persons portfolio managers analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). (Other portfolio managers, who may also have long or short positions in securities of the Issuer from time to time, trade pursuant to quantitative or other strategies that do not involve such analyses and discussions.) From time to time, one or more of the portfolio managers may hold discussions with third parties or with management of issuers (including the Issuer) in which the portfolio managers may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more transactions of the type specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuers capitalization or dividend policy.
Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of this Amendment No. 6 to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of the close of business on January 10, 2014, Millennium Partners beneficially owned 7,449,079 shares of the Issuers Common Stock. As of the close of business on January 8, 2014, ICS Opportunities no longer beneficially owned any shares of the Issuers Common Stock.
Millennium Management, as the general partner of Millennium Partners, may be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners.
Mr. Englander, as the managing member of Millennium Management, may also be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners.
Accordingly, as of the close of business on January 10, 2014, Millennium Partners, L.P., Millennium Management and Mr. Englander beneficially owned or may be deemed to have beneficially owned (as the case may be) 7,449,079 shares or 14.2% of the Issuers Common Stock. The calculation of the foregoing percentage is on the basis of 52,403,484 shares of Common Stock outstanding as of December 15, 2013 as per the Issuers Form 10-K dated December 23, 2013.
The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Millennium Partners.
(b) As of the close of business on January 10, 2014, Millennium Partners held shared power to vote and dispose of 7,449,079 shares of the Issuers Common Stock described in (a) above. As of the close of business on January 10, 2014, Millennium Management and Mr. Englander may be deemed to have held shared power to vote and to dispose of the 7,449,079 shares of the Issuers Common Stock described in (a) above.
(c) Transactions in the Issuers Common Stock during the past 60 days: Schedule A annexed hereto lists all transactions in the Issuers Common Stock effected by the Reporting Persons during the past 60 days. All such transactions in the Issuers Common Stock were effected by Millennium Partners or ICS Opportunities in the open market.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of the Issuers Common Stock reported in this Amendment No. 6 to Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with arrangements with Millennium Partners and ICS Opportunities prime brokers, such prime brokers are permitted to lend securities in Millennium Partners and ICS Opportunities accounts to the extent permitted by debit balances in such accounts. Millennium Partners and ICS Opportunities generally will not have any knowledge of the specific loans made by such prime brokers. In addition, in the ordinary course of business, Millennium Partners and ICS Opportunities (or their prime brokers), may borrow securities to satisfy delivery obligations arising from short sales. Shares lent by Millennium Partners and ICS Opportunities prime brokers may not be able to be recalled in advance of an applicable record date and thus, such loaned shares may not be able to be voted by Millennium Partners and ICS Opportunities.
There are no other contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit I: Joint Filing Agreement, dated as of January 10, 2014, by and among Millennium Partners, L.P., ICS Opportunities, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.
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: January 10, 2014
MILLENNIUM PARTNERS, L.P.
By: Millennium Management LLC,
its General Partner By: /s/ David NolanName: David Nolan
Title: Vice Chairman
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
as Investment Manager By: /s/ David NolanName: David Nolan
Title: Vice Chairman
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/David NolanName: David Nolan
Title: Vice Chairman
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
By: /s/David NolanName: David Nolan
Title: Vice Chairman
MILLENNIUM MANAGEMENT LLC
By: /s/David NolanName: David Nolan
Title: Vice Chairman
/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership of the Common Stock, par value $0.001 per share, of Liberator Medical Holdings, Inc., a Nevada corporation, is being filed and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: January 10, 2014
MILLENNIUM PARTNERS, L.P.
By: Millennium Management LLC,
its General Partner By: /s/ David NolanName: David Nolan
Title: Vice Chairman
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
as Investment Manager By: /s/ David NolanName: David Nolan
Title: Vice Chairman
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/David NolanName: David Nolan
Title: Vice Chairman
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
By: /s/David NolanName: David Nolan
Title: Vice Chairman
MILLENNIUM MANAGEMENT LLC
By: /s/David NolanName: David Nolan
Title: Vice Chairman
/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
Schedule A
Transactions in the Issuers Common Stock during the past 60 days:
Date of Transaction Quantity Purchased
(Sold)Price Per Share
$11/22/2013 (50,000) 3.20 11/25/2013 (130,000) 3.2001 11/29/2013 (75,000) 3.65 12/24/2013 (100,000) 4.358 1/8/2014 (2,078) 4.61 1/8/2014 (600) 4.62 1/8/2014 (1,445) 4.63 1/8/2014 (125,000) 4.6508 1/9/2014 (150,000) 4.6945