0000908645-01-500024.txt : 20011010 0000908645-01-500024.hdr.sgml : 20011010 ACCESSION NUMBER: 0000908645-01-500024 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011009 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MATRITECH INC/DE/ CENTRAL INDEX KEY: 0000884847 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042985132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42490 FILM NUMBER: 1754842 BUSINESS ADDRESS: STREET 1: 330 NEVADA ST CITY: NEWTON STATE: MA ZIP: 02160 BUSINESS PHONE: 6176616660 MAIL ADDRESS: STREET 1: 330 NEVADA STREET CITY: NEWTON STATE: MA ZIP: 02160-1458 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORSTMANN LEFF ASSOCIATES LLC CENTRAL INDEX KEY: 0000917297 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133131718 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126449888 MAIL ADDRESS: STREET 1: 590 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: FORSTMANN LEFF ASSOCIATES INC DATE OF NAME CHANGE: 19940110 SC 13G/A 1 flalive.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.8)* Matritech, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 576818108 (CUSIP Number) September 30, 2001 (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). CUSIP No. 576818108 13G Page 2 of 7 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forstmann-Leff Associates, LLC 52-2169043 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 118,075 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING None PERSON WITH 7 SOLE DISPOSITIVE POWER 118,075 shares 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,075 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .45% 12 TYPE OF REPORTING PERSON IA, OO CUSIP No. 576818108 13G Page 3 of 7 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FLA Advisers L.L.C. 13-3942422 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING None PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON IA, OO Page 4 of 7 pages Item 1(a) NAME OF ISSUER: Matritech, Inc. Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 330 Nevada Street Newton, MA 02460 Item 2(a) NAME OF PERSON FILING: See Item 1 of the cover pages attached hereto Item 2(b) Address of Principal Business Office, or if none, residence: 590 Madison Avenue New York, New York 10022 Item 2(c) CITIZENSHIP: See Item 4 of the cover pages attached hereto Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 Item 2(e) CUSIP NUMBER: 576818108 Item 3 Forstmann-Leff Associates, LLC, a Delaware limited liability company, is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (the "Act"). FLA Advisers L.L.C., a New York limited liability company, is a registered investment adviser under the Act. The members of Forstmann-Leff Associates, LLC's Investment Committee are the managers of FLA Advisers, L.L.C. Item 4 OWNERSHIP: (a) Amount beneficially owned: See Item 9 of the cover pages attached hereto (b) Percent of Class: See Item 11 of the cover pages attached hereto (c) See Items 5 through 8 of the cover pages attached hereto Page 5 of 7 pages Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: This statement is being filed to report that as of September 30, 2001, the reporting persons ceased to be a beneficial owner of more than 5% of the Common Stock of Matritech, Inc. Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Various clients of the reporting persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Matritech, Inc. No one client's interest in the Common Stock of Matritech, Inc. is more than five percent of the total outstanding Common Stock. 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 acquired and are 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 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. Page 6 of 7 pages Exhibit A AGREEMENT The undersigned, Forstmann-Leff Associates, LLC and FLA Advisers L.L.C., agree that the statement to which this exhibit is appended is filed on behalf of each of them. October 9, 2001 FORSTMANN-LEFF ASSOCIATES, LLC By:/s/Joseph Sullivan Chief Operating Officer FLA ADVISERS L.L.C. By:/s/Joseph Sullivan Chief Financial Officer Page 7 of 7 pages SIGNATURES 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. October 9, 2001 FORSTMANN-LEFF ASSOCIATES, LLC By:/s/Joseph Sullivan Chief Operating Officer FLA ADVISERS L.L.C. By:/s/Joseph Sullivan Chief Financial Officer