-----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, P8KS+ku9X6RSQ7/ugouhJ1BkDSGdP1hb6OUrk1tTTusowGC4BOiHwHjS1A/7AFr6 2+4xghUMqxE+df2k3E8xow== 0000906344-06-000011.txt : 20060109 0000906344-06-000011.hdr.sgml : 20060109 20060109163009 ACCESSION NUMBER: 0000906344-06-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060109 DATE AS OF CHANGE: 20060109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DRUGMAX INC CENTRAL INDEX KEY: 0000921878 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 341755390 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50645 FILM NUMBER: 06519534 BUSINESS ADDRESS: STREET 1: 12505 STARKEY RD STREET 2: SUITE A CITY: LARGO STATE: FL ZIP: 33773 BUSINESS PHONE: 7275330431 MAIL ADDRESS: STREET 1: 6950 BRYAN DAIRY ROAD CITY: LARGO STATE: FL ZIP: 33777 FORMER COMPANY: FORMER CONFORMED NAME: DRUGMAX COM INC DATE OF NAME CHANGE: 20000208 FORMER COMPANY: FORMER CONFORMED NAME: NUTRICEUTICALS COM CORP DATE OF NAME CHANGE: 19990629 FORMER COMPANY: FORMER CONFORMED NAME: NUMED SURGICAL INC DATE OF NAME CHANGE: 19940419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MedCap Partners Offshore, Ltd. CENTRAL INDEX KEY: 0001349142 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O ATC TRUSTEES (CAYMAN) LIMITED STREET 2: CAYSIDE, 2ND FLOOR, HARBOUR DRIVE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00 BUSINESS PHONE: 011-5999-738-1351 MAIL ADDRESS: STREET 1: C/O ATC TRUSTEES (CAYMAN) LIMITED STREET 2: CAYSIDE, 2ND FLOOR, HARBOUR DRIVE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00 SC 13G/A 1 drugmax13g1.txt AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION1 WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) DrugMax, Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 262240104 (CUSIP Number) December 30, 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) [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). CUSIP No. 262240104 SCHEDULE 13G Page 2 of 12 1 Name of Reporting Person MEDCAP MANAGEMENT & RESEARCH LLC IRS Identification No. of Above Person 94-3411543 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization DELAWARE NUMBER OF 5 Sole Voting Power 12,460,740 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 12,460,740 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 12,460,740 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 19.0% 12 Type of Reporting Person IA CUSIP No. 262240104 SCHEDULE 13G Page 3 of 12 1 Name of Reporting Person MEDCAP PARTNERS L.P. IRS Identification No. of Above Person 94-3412423 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization DELAWARE NUMBER OF 5 Sole Voting Power 7,809,111 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 7,809,111 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 7,809,111 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 11.9% 12 Type of Reporting Person PN CUSIP No. 262240104 SCHEDULE 13G Page 4 of 12 1 Name of Reporting Person MEDCAP MASTER FUND, L.P. IRS Identification No. of Above Person 98-0437526 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization CAYMAN ISLANDS NUMBER OF 5 Sole Voting Power 4,651,629 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 4,651,629 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,651,629 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.1% 12 Type of Reporting Person PN CUSIP No. 262240104 SCHEDULE 13G Page 5 of 12 1 Name of Reporting Person MEDCAP PARTNERS OFFSHORE, LTD. IRS Identification No. of Above Person N/A 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization CAYMAN ISLANDS NUMBER OF 5 Sole Voting Power 4,651,629 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 4,651,629 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,651,629 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 7.2% 12 Type of Reporting Person OO CUSIP No. 262240104 SCHEDULE 13G Page 6 of 12 1 Name of Reporting Person C. FRED TONEY IRS Identification No. of Above Person 94-3411543 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization UNITED STATES NUMBER OF 5 Sole Voting Power 12,460,740 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 12,460,740 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 12,460,740 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 19.0% 12 Type of Reporting Person IN/HC CUSIP No. 262240104 SCHEDULE 13G Page 7 of 12 Item 1(a). Name of Issuer: DrugMax, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 312 Farmington Avenue Farmington, CT 06032 Item 2(a). Names of Persons Filing: MedCap Management & Research LLC ("MMR") MedCap Partners L.P. ("MedCap Partners") MedCap Master Fund, L.P. ("Master Fund") MedCap Partners Offshore, Ltd. ("MedCap Offshore") C. Fred Toney Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business address of MMR, MedCap Partners and C. Fred Toney is 500 Third Street, Suite 535, San Francisco, CA 94107. The principal business address of Master Fund and MedCap Offshore is c/o ATC Trustees (Cayman) Limited, Cayside, 2nd Floor, Harbour Drive, George Town, Grand Cayman, Cayman Islands. Item 2(c). Citizenship: Reference is made to item 4 of pages two (2), three (3) four (4), five (5) and six (6) of this Schedule 13G, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities: Common Stock, $.001 par value per share Item 2(e). CUSIP Number: 262240104 Item 3. If this statement is filed pursuant to 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). CUSIP No. 262240104 SCHEDULE 13G Page 8 of 12 (d) [ ] Investment company registered under section 8 of the Investment Company Act of 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 investment 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). Item 4. Ownership. MedCap Partners is the beneficial owner of 7,809,111 shares of the Issuer's Common Stock (the "Common Stock"). The percentage of Common Stock beneficially owned by MedCap for the purposes of this Schedule 13G is 11.9%. MedCap Master is a Master Fund and contains substantially all of the assets of a "feeder fund," MedCap Offshore. MedCap Master and Medcap Offshore are the beneficial owners of 4,651,629 shares of the Securities. The percentage of Common Stock beneficially owned by MedCap Master and MedCap Offshore for the purposes of this Schedule 13G is 7.1%. The percentage of Common Stock beneficially owned indirectly by MMR and C. Fred Toney is 19.0%. MMR as general partner and investment manager of MedCap Partners and MedCap Master Fund, L.P., and C. Fred Toney as managing member of MMR, may be deemed to beneficially own the securities owned by MedCap Partners and MedCap Master Fund, L.P. in that they may be deemed to have the power to direct the voting or disposition of the Securities. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that either MMR or Mr. Toney is, for any purpose, the beneficial owner of any such Securities to which this Schedule relates, and MMR and Mr. Toney disclaim beneficial ownership as to the Securities, except to the extent of their respective pecuniary interests therein. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, and members of the _________________ MMR is a California state-registered investment adviser. CUSIP No. 262240104 SCHEDULE 13G Page 9 of 12 foregoing entities might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. The calculation of percentage of beneficial ownership in item 11 of pages two (2), three (3), four (4), five (5) and six (6) was derived from the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "Commission") on November 15, 2005, in which the Issuer stated that the number of shares of Common Stock outstanding as of November 7, 2005 was 65,545,415, and six Forms 4 filed with the Commission on December 14, 2005 regarding six directors in which the directors listed an aggregate of 126,048 shares of Common Stock collectively issued to them on December 12, 2005. 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 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. Certifications. 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. CUSIP No. 262240104 SCHEDULE 13G Page 10 of 12 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 9, 2006 MEDCAP MANAGEMENT & RESEARCH LLC By:_____________________________ C. Fred Toney, its Managing Member C. FRED TONEY ________________________________ C. Fred Toney 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. Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 9, 2006 MEDCAP PARTNERS L.P. By: MedCap Management & Research LLC, its General Partner By:____________________________ C. Fred Toney, its Managing Member MEDCAP MASTER FUND, L.P. By: MedCap Management & Research LLC, its General Partner By:____________________________ C. Fred Toney, its Managing Member CUSIP No. 262240104 SCHEDULE 13G Page 11 of 12 MEDCAP OFFSHORE FUND, LTD. By:____________________________ C. Fred Toney, its Director EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 12 CUSIP No. 262240104 SCHEDULE 13G Page 12 of 12 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: January 9, 2006 MEDCAP MANAGEMENT & RESEARCH LLC By:_____________________________ C. Fred Toney, its Managing Member MEDCAP PARTNERS L.P. By: MedCap Management & Research LLC, its General Partner By:____________________________ C. Fred Toney, its Managing Member MEDCAP MASTER FUND, L.P. By: MedCap Management & Research LLC, its General Partner By:____________________________ C. Fred Toney, its Managing Member MEDCAP OFFSHORE FUND, LTD. By:____________________________ C. Fred Toney, its Director C. FRED TONEY ________________________________ C. Fred Toney -----END PRIVACY-ENHANCED MESSAGE-----