| Hemagen Diagnostics, Inc. |
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| (Name of Issuer) |
| Common Stock |
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| (Title of Class of Securities) |
| 423501 105 |
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| (CUSIP Number) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [ ] | Rule 13d-1(b) |
| [ ] | Rule 13d-1(c) |
| [X] | Rule 13d-1(d) |
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*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). (Continued on the following page(s)) |
| Page 1 of 4 pages |
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| CUSIP No. 423501 105 | 13D | Page 2 of 4 Pages |
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| 1. | Name of Reporting Person Jonathan E. Rothschild |
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| 2. | Check the Appropriate Box If a Member of Group* | (a) [_] (b) [X] |
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| 3. | SEC Use Only | |
| 4. | Citizenship or
Place of Organization United States of America |
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Number Of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting
Power 1,133,021 |
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| 6. | Shared Voting
Power 0 |
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| 7. | Sole Dispositive
Power 980,803 |
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| 8. | Shared Dispositive
Power 0 |
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,133,021 |
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| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* |
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| 11. | Percent of Class Represented by Amount in Row (9) 7.4% |
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| 12. | Type of Reporting Person* IN |
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Page 3 of 4 pages
Item 1(a) Name of Issuer: Hemagen Diagnostics, Inc.
Item 1(b) Address of Issuer's Principal Executive Office:
9033 Red Branch Road
Columbia, Maryland 21045
Item 2(a) Name of Person Filing: Jonathan E. Rothschild
Item 2(b) Address of Principal Business Office:
1061-B Shary Circle
Concord, CA 94518
Item 2(c) Citizenship: U.S.A.
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 423501 105
Item 3
If this
Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b), check
whether the Person Filing is a: N/A
Item 4 Ownership:
| (a) (b) (c) |
See Item 9 of cover page. See Item 11 of cover page. See Items 5-8 of cover page. |
The Shares in Items 5, 7 and 9 include 484,600 common shares owned directly by Mr. Rothschild, 161,154 common shares that may be acquired by the conversion of 8% Senior Subordinated Secured Convertible Notes owned directly by Mr. Rothschild, 167,150 common shares owned by Arterio, Inc., a corporation of which Mr. Rothschild is the sole shareholder, and 167,900 common shares which are indirectly owned by Mr. Rothschild through the Arterio, Inc. Profit Sharing Plan. Items 5 and 9 include 152,218 common shares which are restricted against transfer over which Mr. Rothschild has sole voting but not dispositive power.
Item 5 Ownership of 5% or Less of Class: N/A
Item 6 Ownership of More Than 5% on Behalf of Another Person: N/A
Item 7
Identification
and Classification of the Subsidiary which Acquired the Security being
Reported
on by the Parent Holding Company: N/A
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Page 4 of 4 pages
Item 10 Certification: N/A
| 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: January 20, 2005 |
/s/ Michael J. Moeddel
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