0000950135-05-000482.txt : 20120705
0000950135-05-000482.hdr.sgml : 20120704
20050207174213
ACCESSION NUMBER: 0000950135-05-000482
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050208
DATE AS OF CHANGE: 20050207
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ROCHESTER MEDICAL CORPORATION
CENTRAL INDEX KEY: 0000868368
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 411613227
STATE OF INCORPORATION: MN
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-41264
FILM NUMBER: 05581536
BUSINESS ADDRESS:
STREET 1: ONE ROCHESTER MEDICAL DR
CITY: STEWARTVILLE
STATE: MN
ZIP: 55976
BUSINESS PHONE: 5075339600
MAIL ADDRESS:
STREET 1: ONE ROCHESTER MEDICAL DR
CITY: STEWARTVILLE
STATE: MN
ZIP: 55976
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ASEN R SCOTT
CENTRAL INDEX KEY: 0000904589
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 224 EST 49TH STREET
STREET 2: C/O ASEN& CO
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2127582323
MAIL ADDRESS:
STREET 1: 224 E 49TH ST
CITY: NEW YORK
STATE: NY
ZIP: 10017
SC 13G/A
1
b53473sasc13gza.txt
R. SCOTT ASEN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Rochester Medical Corporation.
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(Name of Issuer)
Common Stock without par value
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(Title of Class of Securities)
771497 10 4
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(CUSIP Number)
December 31, 2004
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(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 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 (the "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).
SCHEDULE 13G
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CUSIP NO. 771497 10 4 PAGE 2 OF 7 PAGES
----------------------- -------------------
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1 NAME OF REPORTING PERSON
R. Scott Asen
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[ ]
Not Applicable (b)[ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5 SOLE VOTING POWER
NUMBER OF
395,088
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
35,000 *
OWNED -----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
BY EACH
395,088
REPORTING -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON WITH
35,000*
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,088 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
Not applicable [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE 13G
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CUSIP NO. 771497 10 4 PAGE 3 OF 7 PAGES
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* Consists of shares held by certain Managed Accounts, as to which the Reporting
Person disclaims beneficial ownership (see Item 4).
This Amendment No. 1 amends the Statement on Schedule 13G filed by the
Reporting Person with the United States Securities and Exchange Commission on
July 1, 2004.
SCHEDULE 13G
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CUSIP NO. 771497 10 4 PAGE 4 OF 7 PAGES
----------------------- -------------------
ITEM 1(A). NAME OF ISSUER:
Rochester Medical Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Rochester Medical Drive
Stewartville, MN 55976
ITEM 2(A). NAME OF PERSON FILING:
R. Scott Asen (the "Reporting Person")
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE:
Asen and Co.
224 East 49th St.
New York, New York 10017
ITEM 2(C). CITIZENSHIP:
The Reporting Person is a citizen of the United States of America.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock without par value
ITEM 2(E). CUSIP NUMBER:
771497 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
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:
SCHEDULE 13G
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CUSIP NO. 771497 10 4 PAGE 5 OF 7 PAGES
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The Reporting Person directly owns 395,088 shares. The Reporting Person is
the President of Asen and Co., which provides certain advisory services to
accounts (the "Managed Accounts") that own 35,000 shares. The Reporting Person
may be deemed to beneficially own the shares held by the Managed Accounts, but
the Reporting Person disclaims beneficial ownership of such shares.
(b) Percent of class:
7.9%, consisting of: (1) 395,088 shares owned directly by the Reporting
Person, which represent approximately 7.2% of the issued and outstanding shares
of Common Stock of the Issuer and (2) 35,000 shares owned by the Managed
Accounts, which represent approximately 0.6% of the issued and outstanding
shares of Common Stock of the issuer.
The foregoing percentages are calculated based on 5,451,150 shares of
Common Stock outstanding as of December 8, 2004, as reported in the issuer's
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
December 15, 2004.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
The Reporting Person has sole voting power over 395,088 shares which
he owns directly.
(ii) Shared power to vote or direct the vote:
The Reporting Person has shared voting power over 35,000 shares owned
by the Managed Accounts. The Reporting Person disclaims beneficial ownership of
such shares.
(iii) Sole power to dispose or to direct the disposition of:
The Reporting Person has sole dispositive power over 395,088 shares
which he owns directly.
(iv) Shared power to dispose or to direct the disposition of:
The Reporting Person has shared dispositive power over 35,000 shares
owned by the Managed Accounts. The Reporting Person disclaims beneficial
ownership of such shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
SCHEDULE 13G
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CUSIP NO. 771497 10 4 PAGE 6 OF 7 PAGES
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See response to Item 4.
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.
SCHEDULE 13G
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CUSIP NO. 771497 10 4 PAGE 7 OF 7 PAGES
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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 4, 2005
By: /s/ R. Scott Asen
-------------------------------
R. Scott Asen