-----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, EgBpOCfhQfQ1W2a4efR2VJ7kePvFBV5NKMch0v7MxUsil5yT9VX/ZQgxFod3HZ54 joAfUVMHM/iOde5LONCjvw== 0000950135-08-000226.txt : 20080117 0000950135-08-000226.hdr.sgml : 20080117 20080117110501 ACCESSION NUMBER: 0000950135-08-000226 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080117 DATE AS OF CHANGE: 20080117 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: 08535075 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 b68229a4sc13gza.htm SCHEDULE 13G AMENDMENT NO.4 sc13gza
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 4
Rochester Medical Corporation
 
(Name of Issuer)
Common Stock without par value
 
(Title of Class of Securities)
771497 10 4
 
(CUSIP Number)
December 31, 2007
 
(Date of Event Which Requires Filing of this Statement)
     Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
  o   Rule 13d-1(b)
 
  þ   Rule 13d-1(c)
 
  o   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
                     
 CUSIP No. 771497 10 4
  
 Page 2 of 7 Pages

 

           
1   NAME OF REPORTING PERSON
R. Scott Asen
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

Not Applicable
 
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   200,000
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   24,000*
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   200,000
       
WITH 8   SHARED DISPOSITIVE POWER
     
    24,000*
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  224,000 shares
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

Not Applicable
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  1.9%
     
12   TYPE OF REPORTING PERSON (See Instructions)
   
  IN

 

 

SCHEDULE 13G
                     
 CUSIP No. 771497 10 4
  
 Page 3 of 7 Pages
 
* Consists of shares held by certain Managed Accounts, as to which the Reporting Person disclaims beneficial ownership (see Item 4).
This Amendment No. 4 amends the Statements on Schedule 13G filed by the Reporting Person with the United States Securities and Exchange Commission on July 1, 2004, February 8, 2005, January 9, 2006 and January 31, 2007.

 

 

SCHEDULE 13G
                     
 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 49thSt.
     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 §§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.

 

 

SCHEDULE 13G
                     
 CUSIP No. 771497 10 4
  
 Page 5 of 7 Pages
(a) Amount beneficially owned:
     The Reporting Person directly owns 200,000 shares. The Reporting Person is the President of Asen and Co., which provides certain advisory services to accounts (the “Managed Accounts”) that own 24,000 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:
     1.9%, consisting of: (1) 200,000 shares owned directly by the Reporting Person, which represent approximately 1.7% of the issued and outstanding shares of Common Stock of the Issuer and (2) 24,000 shares owned by the Managed Accounts, which represent approximately 0.2% of the issued and outstanding shares of Common Stock of the issuer.
     The foregoing percentages are calculated based on 11,690,886 shares of Common Stock outstanding as of November 1, 2007, as reported in the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 4, 2007.
(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 200,000 shares which he owns directly.
     (ii) Shared power to vote or direct the vote:
          The Reporting Person has shared voting power over 24,000 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 200,000 shares which he owns directly.
     (iv) Shared power to dispose or to direct the disposition of:
          The Reporting Person has shared dispositive power over 24,000 shares owned by the Managed Accounts. The Reporting Person disclaims beneficial ownership of such shares.

 

 

SCHEDULE 13G
                     
 CUSIP No. 771497 10 4
  
 Page 6 of 7 Pages
Item 5. Ownership of Five Percent or Less of a Class.
     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.
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.

 

 

SCHEDULE 13G
                     
 CUSIP No. 771497 10 4
  
 Page 7 of 7 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.
             
 
  Dated:   January 16, 2008    
 
            
 
   By:  /s/ R. Scott Asen    
 
  
 
R. Scott Asen
    

 

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