-----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, UA37Qk8nehCVB5sIls+3j+p9UNnS8/oTM0tMgwkSIntY2sXaVE5Ho1dyyihcVqKN Ri3ovuw3FFSt7m5hFBW+bg== 0000950138-04-000133.txt : 20040212 0000950138-04-000133.hdr.sgml : 20040212 20040212171408 ACCESSION NUMBER: 0000950138-04-000133 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE HEART INC CENTRAL INDEX KEY: 0000913443 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 133679946 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46607 FILM NUMBER: 04592722 BUSINESS ADDRESS: STREET 1: ONE OAK PARK DR CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7812711200 MAIL ADDRESS: STREET 1: ONE OAK PARK DR CITY: BEDFORD STATE: MA ZIP: 01730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAIL WIND FUND LTD CENTRAL INDEX KEY: 0001074435 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WINDERMERE HOUSE STREET 2: 404 EAST BAY STREET P O BOX SS-5539 CITY: BRITISH VIRGIN ISLES STATE: A1 ZIP: 00000 SC 13G/A 1 feb13ga-cambridge.txt TAIL WIND FUND\FEB13GA-CAMBRIDGE HEART\ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. 2)* Cambridge Heart, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 131910101 (CUSIP Number) December 31, 2003 (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 disclosures provided in a prior cover page. The information required on 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 Pages) (Page 1 of 4) CUSIP No. 131910101 13G Page 2 of 4 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Tail Wind Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A British Virgin Islands corporation NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 2,086,358 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 2,086,358 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,086,358 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.0% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 131910101 13G Page 3 of 4 Pages This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (the "Common Stock") of Cambridge Heart, Inc. beneficially owned by the Reporting Person specified herein as of December 31, 2003 and amends and supplements the Schedule 13G dated January 17, 2003 and filed by the Reporting Person on January 21, 2003 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. 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. (a) Amount beneficially owned: 2,086,358 The Tail Wind Fund Ltd. ("Tail Wind") beneficially owns a total of 2,086,358 shares of Common Stock, which includes: (i) 459,770 shares of Common Stock for which warrants issued December 28, 2001 are exercisable, (ii) 82,500 shares of Common Stock for which warrants issued October 1999 are exercisable, (iii) 882,336 shares of Common Stock into which 67,872 shares of Series A Convertible Preferred Stock ("Preferred Shares") are convertible, and (iv) 661,752 shares of Common Stock into which 50,904 Preferred Shares would be convertible if Tail Wind acquired such Preferred Shares pursuant to a warrant issued to Tail Wind on May 12, 2003. Each of the above calculations is determined as of December 31, 2003. (b) Percent of class: 9.0% Tail Wind's aggregate beneficial ownership of 2,086,358 shares of Common Stock constitutes 9.0% of all of the outstanding shares of Common Stock, based upon 21,105,379 outstanding shares of Common Stock as of November 12, 2003 plus the number of shares directly and indirectly underlying the warrants and Preferred Shares held by Tail Wind. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 2,086,358 (ii) Shared power to vote or to direct the vote Not applicable. (iii) Sole power to dispose or to direct the disposition of 2,086,358 (iv) Shared power to dispose or to direct the disposition of Not applicable. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its 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. CUSIP No. 131910101 13G Page 4 of 4 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: February 6, 2004 THE TAIL WIND FUND LTD. By: /s/ Andrew P. MacKellar --------------------------------- Andrew P. MacKellar Director -----END PRIVACY-ENHANCED MESSAGE-----