sch13g.htm

0001393725-08-000070.txt : 20080905 0001393725-08-000070.hdr.sgml : 20080905 20080905170833 ACCESSION NUMBER: 0001393725-08-000070 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080905 DATE AS OF CHANGE: 20080905 GROUP MEMBERS: BARRY M. KITT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Conmed Healthcare Management, Inc. CENTRAL INDEX KEY: 0000943324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 421297992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44295 FILM NUMBER: 081059292 BUSINESS ADDRESS: STREET 1: 9375 CHESAPEAKE STREET STREET 2: SUITE 203 CITY: LA PLATA, STATE: MD ZIP: 20646 BUSINESS PHONE: 5152221717 MAIL ADDRESS: STREET 1: 9375 CHESAPEAKE STREET STREET 2: SUITE 203 CITY: LA PLATA, STATE: MD ZIP: 20646 FORMER COMPANY: FORMER CONFORMED NAME: PACE HEALTH MANAGEMENT SYSTEMS INC DATE OF NAME CHANGE: 19960118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KITT BARRY M CENTRAL INDEX KEY: 0001165244 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4965 PRESTON PARK BLVD. STREET 2: SUITE 240 CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 9729852121 SC 13G 1 sch13g.htm CONMED HEALTHCARE MANAGEMENT INC. SCHEDULE 13G sch13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)*

Conmed Healthcare Management, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

20741M103

(CUSIP Number)

September 3, 2008

(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)
þ	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

CUSIP NO. 20741M103

Page 2 of 7

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) The Pinnacle Fund, L.P., a Texas limited partnership 75-2512784
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) (b)	¨ þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,195,672 shares of Common Stock
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 1,195,672 shares of Common Stock
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,195,672 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES			þ
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (See Item 4)
12	TYPE OF REPORTING PERSON PN

SCHEDULE 13G

CUSIP NO. 20741M103

Page 3 of 7

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Barry M. Kitt
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) (b)	¨ þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,195,672 shares of Common Stock
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 1,195,672 shares of Common Stock
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,195,672 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES			þ
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (See Item 4)
12	TYPE OF REPORTING PERSON IN

SCHEDULE 13G

CUSIP NO. 20741M103

Page 4 of 7

Item 1(a).	Name of Issuer:

	Conmed Healthcare Management, Inc. (the “Issuer”)

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	7250 Parkway Dr., Suite 400 Hanover, MD 21076

Items 2(a),	Name of Persons Filing, Address of Principal Business Office and
(b) and (c).	Citizenship:
	This Amendment No. 1 to Schedule 13G is being filed on behalf of The Pinnacle Fund, L.P. and Barry M. Kitt, as joint filers (collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 1 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

	The principal business office of the Reporting Persons is 4965 Preston Park Blvd., Suite 240, Plano, TX 75093. For citizenship, see Item 4 of each cover page.

Item 2(d).	Title of Class of Securities:
	Common Stock, $0.0001 par value per share (the “Common Stock”)

Item 2(e).	CUSIP Number:

	20741M103

Item 3.	Not applicable.

Item 4.	Ownership.

	(a)	Amount beneficially owned:

		1,195,672 shares of Common Stock *

SCHEDULE 13G

CUSIP NO. 20741M103

Page 5 of 7

	(b)	Percent of class:

		Based on 12,024,222 shares of Common Stock of the Issuer outstanding as of June 30, 2008, and 4,672 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Persons, the Reporting Persons hold approximately 9.9%* of the Common Stock of the Issuer.

	(c)	Number of shares to which such person has:

		(i)	Sole power to vote or direct the vote: 1,195,672 shares of Common Stock *

		(ii)	Shared power to vote or direct the vote: 0

		(iii)	Sole power to dispose or to direct the disposition of: 1,195,672 shares of Common Stock *

		(iv)	Shared power to dispose of or direct the disposition of: 0

	*The Reporting Persons beneficially own an aggregate of 1,195,672 shares of Common Stock. The shares of Common Stock reported in this Amendment No. 1 to Schedule 13G does not include 495,328 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Persons. Such warrants held by the Reporting Persons are subject to conversion caps that preclude the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in excess of 9.9% of the Common Stock, giving effect to such exercise.
	This statement is filed on behalf of The Pinnacle Fund, L.P. (“Pinnacle”) and Barry M. Kitt. Pinnacle Advisers, L.P. (“Advisers”) is the general partner of Pinnacle. Pinnacle Fund Management, LLC (“Management”) is the general partner of Advisers. Mr. Kitt is the sole member of Management. Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Pinnacle. Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle.

Item 5.	Ownership of Five Percent or Less of a Class.

	Not applicable

SCHEDULE 13G

CUSIP NO. 20741M103

Page 6 of 7

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 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 a 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 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.

SCHEDULE 13G

CUSIP NO. 20741M103

Page 7 of 7

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.

Dated: September 5, 2008

	THE PINNACLE FUND, L.P.

	By:	Pinnacle Advisers, L.P., its general partner

	By:	Pinnacle Fund Management, LLC, its general partner


	By:	/s/Barry M. Kitt
		Barry M. Kitt, its sole member


		/s/Barry M. Kitt
		Barry M. Kitt

EX-1 2 ex-1.htm EXHIBIT 1 ex-1.htm

SCHEDULE 13G

CUSIP NO. 20741M103

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 1,195,672 shares of Common Stock of Conmed Healthcare Management, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on September 5, 2008.

	THE PINNACLE FUND, L.P.

	By:	Pinnacle Advisers, L.P., its general partner

	By:	Pinnacle Fund Management, LLC, its general partner


	By:	/s/Barry M. Kitt
		Barry M. Kitt, its sole member


		/s/Barry M. Kitt
		Barry M. Kitt