-----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, BiiJJsjImBdtsCINd0nGcElHj78mE3FsR04nMsYPRrXJhJWFvjIHvQi2cKoqOMiC B+oeKjwjmlCqiTvGXc7hxQ== 0000950123-06-003173.txt : 20060315 0000950123-06-003173.hdr.sgml : 20060315 20060315120110 ACCESSION NUMBER: 0000950123-06-003173 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060315 DATE AS OF CHANGE: 20060315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MED-DESIGN CORP CENTRAL INDEX KEY: 0000943736 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 232771475 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48795 FILM NUMBER: 06687289 BUSINESS ADDRESS: STREET 1: 2810 BUNSEN AVE CITY: VENTURA STATE: CA ZIP: 93003 BUSINESS PHONE: 8053390375 MAIL ADDRESS: STREET 1: 2810 BUNSEN AVE CITY: VENTURA STATE: CA ZIP: 93003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4650 GORDON DRIVE CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9412628577 SC 13D/A 1 y18642sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 2)(1) THE MED-DESIGN CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 583926100 - -------------------------------------------------------------------------------- (CUSIP Number) Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 10, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 5 pages - ---------- (1) 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 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. 583926100 13D PAGE 2 OF 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF-OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 811,252 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 811,252 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 811,252 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% 14 TYPE OF REPORTING PERSON* IN-IA-PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 5 AMENDMENT NO. 2 INTRODUCTION: This constitutes Amendment No. 2 (the "Amendment 2") to the statement on Schedule 13D, filed on behalf of Lloyd I. Miller, III, (the "Reporting Person") dated December 27, 2005, as previously amended (the "Statement"), relating to the common stock of The Med-Design Corporation (the "Company"). Unless specifically amended, modified or supplemented hereby, the disclosure set forth in the Statement shall remain unchanged. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS Item 3 of the Statement is hereby amended by deleting the last sentence of Item 3 thereto and replacing it with the following hereto: "The aggregate purchase price for the Shares in Milfam II L.P. was $559,744.20." ITEM 4. PURPOSE OF THE TRANSACTION The information in Item 4 of the Statement is hereby amended and restated as follows: "The purpose of Amendment 2 is to report that due to sales of Shares by the Reporting Person, as detailed in Item 5 hereto, a material change occurred in the percentage of Shares deemed to be beneficially owned by the Reporting Person since the prior filing and the Reporting Person no longer is deemed to beneficially own greater than five percent of the Company's outstanding shares. In connection with this filing, the Reporting Person also reiterates his previous opposition to the proposed merger between the Company, Specialized Health Products International, Inc., Mammoth Acquisition Sub, Inc. and Mammoth Acquisition Sub, LLC. The Reporting Person does not approve of and currently intends to vote against the merger, primarily because he believes that the exchange ratio per share is inadequate to the Company's common stockholders. The Reporting Person also believes that some positive synergies exist in connection with the proposed merger. Miller has been purchasing and selling shares in the Company in the ordinary course of his business as an investor and except as described above in this Item 4 and herein, Miller does not have any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Miller reserves the right to change plans and take any and all actions that Miller may deem appropriate to maximize the value of his investments, including, among other things, (a) purchasing or otherwise acquiring additional securities of the Company, (b) selling or otherwise disposing of any securities of the Company beneficially owned by him, in each case in the open market or in privately negotiated transactions, or (c) taking actions regarding the Company or its securities to the extent deemed advisable by Mr. Miller in light of his general investment policies, market conditions, subsequent developments affecting the Company and the Merger Agreement and the general business and future prospects of the Company." Page 4 of 5 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) of the Statement is hereby amended and restated as follows: (a) Miller may be deemed to beneficially own 811,252 Shares (4.8% of the outstanding Shares, based on 16,749,486 Shares outstanding pursuant to the Company's Quarterly Report on Form 10-Q filed on November 9, 2005). As of the date hereof, 811,252 of such beneficially owned Shares are owned of record by Milfam II L.P. Item 5(c) of the Statement is hereby amended and restated as follows: (c) The following table details the transactions effected by Miller during the past 60 days.
MILFAM II L.P. Date of Transaction Number of Shares Sold Price Per Share How Transaction Effected March 9, 2006 100,000 0.89 Open Market Sale March 10, 2006 81,300 0.9176 Open Market Sale
Item 5(e) of the Statement is hereby amended and restated as follows: (e) As of March 10, 2006, the Reporting Person ceased to be the beneficial owner of more that five percent (5%) of the Shares. Page 5 of 5 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: March 15, 2006 By: /s/ Lloyd I. Miller, III ------------------------------------ Lloyd I. Miller, III -----END PRIVACY-ENHANCED MESSAGE-----