-----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, VNK8k+jaEIo96lZyat67lWhSjMArk2U+sxEbW4wxkfZkP+x3swf8QV1c3HykHvEl icSgUGTm1DgOPQjgE2O/jA== 0001325447-06-000038.txt : 20060807 0001325447-06-000038.hdr.sgml : 20060807 20060807095709 ACCESSION NUMBER: 0001325447-06-000038 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGEN BIOLOGICS INC CENTRAL INDEX KEY: 0000883697 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 232476415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49089 FILM NUMBER: 061007550 BUSINESS ADDRESS: STREET 1: 509 COMMERCE STREET STREET 2: EAST WING CITY: FRANKLIN LAKES STATE: NJ ZIP: 07417 BUSINESS PHONE: 2016515140 MAIL ADDRESS: STREET 1: 509 COMMERCE STREET STREET 2: EAST WING CITY: FRANKLIN LAKES STATE: NJ ZIP: 07417 FORMER COMPANY: FORMER CONFORMED NAME: AROS CORP DATE OF NAME CHANGE: 20010712 FORMER COMPANY: FORMER CONFORMED NAME: APACHE MEDICAL SYSTEMS INC DATE OF NAME CHANGE: 19960426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Arnhold & S. Bleichroeder Advisers, LLC CENTRAL INDEX KEY: 0001325447 IRS NUMBER: 571156902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-698-3241 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 SC 13G 1 regen13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (RULE 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 0 )* Information to be included in statements filed pursuant to Rule 13d-1 (b) (c) and (d) and Amendments thereto filed pursuant to Rule 13d-2 (b). ReGen Biologics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75884M104 (CUSIP Number) July 31, 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: [X] Rule 13d-1 (b) [ ] 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 Issuer: ReGen Biologics CUSIP No.: 75884M104 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Arnhold and S. Bleichroeder Advisers, LLC Tax ID # 57-1156902 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES 5 SOLE VOTING POWER - 7,196,869 BENEFICIALLY 6 SHARED VOTING POWER - 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON 8 SHARED DISPOSITIVE POWER - 7,196,869 WITH: 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,196,869 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 10.3% 12 TYPE OF REPORTING PERSON IA SCHEDULE 13G Issuer: ReGen Biologics, Inc. CUSIP No.: 75884M104 ITEM 1 (a) Name of Issuer: ReGen Biologics, Inc. (b) Address of Issuer's Principal Executive Offices: 509 Commerce Street, East Wing Franklin Lakes, NJ 07417 ITEM 2 (a) Name of Person Filing: Arnhold and S. Bleichroeder Advisers, LLC (b) Address of Principal Business Office: 1345 Avenue of the Americas New York, NY 10105 (c) Citizenship: Delaware, USA (Place of Incorporation) (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 75884M104 SCHEDULE 13G Issuer: ReGen Biologics, Inc. CUSIP No.: 75884M104 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: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78C); (d) [ ] Investment company registered under Section 8 of the Investment Company Act if 1940 (15 U.S.C. 80a-8); (e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an insurance company under Section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(J). SCHEDULE 13G Issuer: ReGen Biologics, Inc. CUSIP No.: 75884M104 ITEM 4. Ownership. ITEM 5. Ownership of Five Percent or Less of a Class. N/A ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Arnhold and S. Bleichroeder, LLC (ASB), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, may be deemed currently to be the beneficial owner of 5,726,281 (5,767,353 as of July 31, 2005) shares of the Common Stock and a warrant to purchase an additional 1,470,588 shares of Common Stock, which in the aggregate (7,196,869 shares) equates to 10.3% of the Common Stock. The First Eagle Fund of America (FEFA), a registered investment Company for which ASB acts as investment adviser, may be deemed to beneficially own all of these Common Shares. Iridian Asset Management LLC is the sub-investment adviser to FEFA. As such, it (and not ASB) makes investment and voting decisions regarding the Common Shares. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THESECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. N/A ITEM 8. Identification and Classification of Members of the Group. N/A ITEM 9. Notice of Dissolution of Group N/A SCHEDULE 13G Issuer: ReGen Biologics, Inc. CUSIP No.: 75884M104 ITEM 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect. 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. Date: August 7, 2006 Signature: /s/ Mark Goldstein Name/Title: Mark Goldstein, Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----