-----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, A7/hNygRvnh/IWvGvXN/BrrY9HaoOKqei4H9wi2jF3bdjPOIWKlG/oyfBJROfgQt ZLbB1l8/JV9NeDStr94zpw== 0000950138-05-000477.txt : 20050611 0000950138-05-000477.hdr.sgml : 20050611 20050527123859 ACCESSION NUMBER: 0000950138-05-000477 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050527 DATE AS OF CHANGE: 20050527 GROUP MEMBERS: BARRY M. KITT FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE FUND L P CENTRAL INDEX KEY: 0000915861 IRS NUMBER: 752512784 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 12900 PRESTON RD STE 420 CITY: DALLAS STATE: TX ZIP: 75230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATUS MEDICAL INC CENTRAL INDEX KEY: 0000878526 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770154833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-77922 FILM NUMBER: 05862601 BUSINESS ADDRESS: STREET 1: 1501 INDUSTRIAL ROAD CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 6508020400 MAIL ADDRESS: STREET 1: 1501 INDUSTRIAL ROAD CITY: SAN CARLOS STATE: CA ZIP: 94070 SC 13G 1 may_13g-natus.txt PINNACLE FUND\MAY 13G-NATUS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. __)* Natus Medical Incorporated -------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 639050103 -------------- (CUSIP Number) May 20, 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 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). SCHEDULE 13G CUSIP NO. 639050103 Page 2 of 6 _____________________________________________________________________________ NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) 1 The Pinnacle Fund, L.P., a Texas limited partnership 75-2512784 _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION Texas _____________________________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARES 1,037,126 shares of Common Stock ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,037,126 shares of Common Stock ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH 0 _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,037,126 shares of Common Stock _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% (See Item 4) _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON PN _____________________________________________________________________________ SCHEDULE 13G CUSIP NO. 639050103 Page 3 of 6 _____________________________________________________________________________ NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) 1 Barry M. Kitt _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America _____________________________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARES 1,037,126 shares of Common Stock ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,037,126 shares of Common Stock ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH 0 _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,037,126 shares of Common Stock _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% (See Item 4) _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON IN _____________________________________________________________________________ SCHEDULE 13G CUSIP NO. 639050103 Page 4 of 6 Item 1(a). Name of Issuer: Natus Medical Incorporated (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: 1501 Industrial Road San Carlos, CA 94070 Items 2(a), (b) and (c). Name of Persons Filing, Address of Principal Business Office and Citizenship: This Schedule 13G is being filed on behalf of The Pinnacle Fund, L.P. and Barry M. Kitt, as joint filers (collectively, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. The principal business office of the Reporting Persons is 4965 Preston Park Blvd., Suite 240, Plano, TX 75093. For citizenship, see Item 4 of each cover page. Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 per share (the "Common Stock") Item 2(e). CUSIP Number: 639050103 Item 3. Not applicable Item 4. Ownership. (a) Amount beneficially owned: 1,037,126 shares of Common Stock* (b) Percent of class: Based on 17,228,671 shares of Common Stock of the Issuer outstanding as of May 5, 2005, as indicated in the Issuer's Form 10-Q for the period ended March 31, 2005, the Reporting Persons hold approximately 6.0%* of the Common Stock of the Issuer. SCHEDULE 13G CUSIP NO. 639050103 Page 5 of 6 (c) Number of shares to which such person has: (i) Sole power to vote or direct the vote: 1,037,126 shares of Common Stock* (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,037,126 shares of Common Stock* (iv) Shared power to dispose of or direct the disposition of: 0 *This statement is filed on behalf of The Pinnacle Fund, L.P. ("Pinnacle") and Barry M. Kitt. Pinnacle Advisers, L.P. ("Advisers") is the general partner of Pinnacle. Pinnacle Fund Management, LLC ("Management") is the general partner of Advisers. Mr. Kitt is the sole member of Management. As of May 27, 2005, Pinnacle was the beneficial owner of 1,037,126 shares of Common Stock. Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Pinnacle. Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle. 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 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 a 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. 639050103 Page 6 of 6 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: May 27, 2005 THE PINNACLE FUND, L.P. By: Pinnacle Advisers, L.P., its general partner By: Pinnacle Fund Management, LLC, its general partner By: /s/ Barry M. Kitt ------------------------------ Barry M. Kitt, its sole member /s/ Barry M. Kitt ---------------------------------- Barry M. Kitt SCHEDULE 13G CUSIP NO. 639050103 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 1,037,126 shares of Common Stock of Natus Medical Incorporated and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on May 27, 2005. THE PINNACLE FUND, L.P. By: Pinnacle Advisers, L.P., its general partner By: Pinnacle Fund Management, LLC, its general partner By: /s/ Barry M. Kitt ------------------------------ Barry M. Kitt, its sole member /s/ Barry M. Kitt ---------------------------------- Barry M. Kitt -----END PRIVACY-ENHANCED MESSAGE-----