0000914248-05-000003.txt : 20120613
0000914248-05-000003.hdr.sgml : 20120613
20050329180601
ACCESSION NUMBER: 0000914248-05-000003
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050330
DATE AS OF CHANGE: 20050329
GROUP MEMBERS: AUSTIN W. MARXE
GROUP MEMBERS: DAVID M. GREENHOUSE
GROUP MEMBERS: MG ADVISERS L.L.C.
GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: VANTAGEMED CORP
CENTRAL INDEX KEY: 0001099531
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 680383530
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-60909
FILM NUMBER: 05710847
BUSINESS ADDRESS:
STREET 1: 3017 KILGORE ROAD
STREET 2: SUITE 195
CITY: RANCHO CORDOVE
STATE: CA
ZIP: 95670-6149
BUSINESS PHONE: 9166384744
MAIL ADDRESS:
STREET 1: 3017 KILGORE ROAD
STREET 2: SUITE 195
CITY: RANCHO CORDOVA
STATE: CA
ZIP: 95670-6149
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MARXE AUSTIN W & GREENHOUSE DAVID M
CENTRAL INDEX KEY: 0001044321
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 153 E 53RD ST
STREET 2: 55ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2122076500
MAIL ADDRESS:
STREET 1: 153 E 53RD ST
STREET 2: 55TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13D
1
vantagemed13d.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
VantageMed Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92208W106
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
153 East 53rd Street Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey
07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 15, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-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 sections
240.13d-7 for other parties to whom copies are to be sent.
*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).
Cusip No. not available 92208W106
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power:
4,516,128*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power:
4,516,128*
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 4,516,128 *
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 30.3% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 3,225,806 shares of Common Stock and 1,290,322
Warrants owned by Special Situations Private Equity Fund, L.P., See
Items 2 and 5 of this Schedule 13D for additional information.
Item 1. Security and Issuer.
This schedule related to the common stock and warrants of
World Heart Corporation (the ?Issuer?). The Issuer?s principal executive
officers are located at 3017 Kilgore Road, Suite 180, Rancho Cordova, CA
95670
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals
of MG Advisers L.L.C. (?MG?), the general partner of and investment
adviser to Special Situations Private Equity Fund, L.P. (?SSPE?).
The principal office and business address of the Reporting Persons, is
153 East 53rd Street, 55th Floor, New York NY 10022.
The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have either of them been a party to any civil
proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase
the securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been
acquired by each of the Funds for investment purposes and not with the
purpose or effect of changing or influencing control of the Issuer.
Each Fund acquired the securities in the ordinary course of business and
is holding the securities for the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
SSPE owns 3,225,806 shares of Common Stock and 1,290,322
Warrants, or 30.3% of the outstanding shares. Messrs. Marxe and
Greenhouse share the power to vote and direct the disposition of all
shares of Common Stock owned by each of, the Funds. Messrs. Marxe and
Greenhouse are deemed to beneficially own a total of 3,225,806 shares of
Common Stock and 1,290,322 Warrants or 30.3% of the outstanding shares.
The following table reflects the acquisition of common stock
and warrants purchased in the March 2005 Private Placement. There was no
other transaction during the sixty days preceding the date of the event
that requires the filing of this statement:
A. Special Situations Cayman Fund, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
.. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Purchases)
March 15, 2005
Common Stock
Warrants A
Warrants B
3,225,806
645,161
645,161
$.93
Date
Quantity
Average Price
(Sales)
C. Special Situations Fund III, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Company
between Messrs. Marxe and Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
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.
March 29, 2005
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the
Schedule 13D to which this agreement is attached is filed on behalf of
each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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