0001193805-10-001923.txt : 20100714 0001193805-10-001923.hdr.sgml : 20100714 20100714162617 ACCESSION NUMBER: 0001193805-10-001923 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100714 DATE AS OF CHANGE: 20100714 GROUP MEMBERS: DEERFIELD CAPITAL, L.P. GROUP MEMBERS: DEERFIELD MANAGEMENT COMPANY, L.P. GROUP MEMBERS: DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED GROUP MEMBERS: DEERFIELD SPECIAL SITUATIONS FUND, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIALYSIS CORP OF AMERICA CENTRAL INDEX KEY: 0000201653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 591757642 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31489 FILM NUMBER: 10952420 BUSINESS ADDRESS: STREET 1: 27 MILLER AVENUE CITY: LEMOYNE STATE: PA ZIP: 17043 BUSINESS PHONE: 7177306164 MAIL ADDRESS: STREET 1: 27 MILLER AVENUE CITY: LEMOYNE STATE: PA ZIP: 17043 SC 13G/A 1 e607274_sc13ga-dialysis.htm Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 RULE 13d-2(b)

(Amendment No. 3) *

Dialysis Corporation of America

(Name of Issuer)


Common stock, par value $0.01 per share

(Title of Class of Securities)


252529102

(CUSIP Number)


June 4, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
Rule 13d-1(b)

 
x
Rule 13d-1(c)

 
o
Rule 13d-1(d)
 
(Page 1 of 11 Pages)

----------
* 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 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.   252529102
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Capital, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) o
  (b) x
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12.
TYPE OF REPORTING PERSON*
 
PN
 
 
Page 2 of 11

 
 
CUSIP No.   252529102
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Special Situations Fund, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) o
  (b) x
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12.
TYPE OF REPORTING PERSON*
 
PN
 
 
Page 3 of 11

 
 
CUSIP No.   252529102
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Management Company, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) o
  (b) x
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12.
TYPE OF REPORTING PERSON*
 
PN
 
 
Page 4 of 11

 
 
CUSIP No.   252529102
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Special Situations Fund International Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) o
  (b) x
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12.
TYPE OF REPORTING PERSON*
 
CO
 
 
Page 5 of 11

 
 
CUSIP No.  252529102
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

James E. Flynn
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) o
  (b) x
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12.
TYPE OF REPORTING PERSON*
 
IN
 
 
Page 6 of 11

 
 
CUSIP No.   252529102
 
Item 1(a).   Name of Issuer:
     
   
Dialysis Corporation of America
     
Item 1(b).   Address of Issuer's Principal Executive Offices:
     
   
1302 Concourse Drive
Suite 204
Linthicum, Maryland 21090
     
Item 2(a).   Name of Person Filing:
     
   
James E. Flynn, Deerfield Capital, L.P., Deerfield Special
Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield
Special Situations Fund International Limited
     
Item 2(b).   Address of Principal Business Office, or if None, Residence:
     
   
James E. Flynn, Deerfield Capital, L.P., Deerfield Special
Situations Fund, L.P., Deerfield Management Company, L.P., 780 Third
Avenue, 37th Floor, New York, NY 10017, Deerfield Special Situations
Fund International Limited, c/o Bisys Management, Bison Court,
Columbus Centre, P.O. Box 3460, Road Town, Tortola, British Virgin
Islands
     
Item 2(c).   Citizenship:
     
   
James E. Flynn- United States citizen
Deerfield Capital, L.P. and Deerfield Special Situations Fund, L.P.
- Delaware limited partnerships, Deerfield Management Company, L.P.
- New York limited partnership, Deerfield Special Situations Fund
International Limited- British Virgin Islands corporation
     
Item 2(d).   Title of Class of Securities:
     
   
Common Stock
     
Item 2(e).   CUSIP Number:
     
   
252529102
     
Item 3.  
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a)    o Broker or dealer registered under Section 15 of the Exchange Act.
       
(b)    o Bank as defined in Section 3(a)(6) of the Exchange Act. 
       
(c)    o Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
(d)    o Investment company registered under Section 8 of the Investment Company Act.
       
(e)    o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
 
Page 7 of 11

 
 
(f)    o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)    o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)    o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)    o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
(j)    o Group, in accordance with Rule 13d-1(b)(1)(ii)(J). 
 
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:
       
     
Deerfield Capital, L.P. – 0 shares
Deerfield Special Situations Fund, L.P. – 0 shares
Deerfield Management Company, L.P. – 0 shares
Deerfield Special Situations Fund International Limited – 0 shares
James E. Flynn – 0 shares
       
(b)     Percent of class:
       
     
Deerfield Capital, L.P. – 0%
Deerfield Special Situations Fund, L.P. – 0%
Deerfield Management Company, L.P. – 0%
Deerfield Special Situations International Limited – 0%
James E. Flynn – 0%

(c)     Number of shares as to which such person has:  
           
      (i) Sole power to vote or to direct the vote
All Reporting Persons - 0
           
      (ii) Shared power to vote or to direct the vote   
Deerfield Capital, L.P. – 0
Deerfield Special Situations Fund, L.P. – 0
Deerfield Management Company, L.P. – 0
Deerfield Special Situations Fund International Limited – 0
James E. Flynn - 0
 
 
Page 8 of 11

 
 
      (iii) Sole power to dispose or to direct the disposition of
All Reporting Persons - 0
           
      (iv) Shared power to dispose or to direct the disposition of   
Deerfield Capital, L.P. – 0
Deerfield Special Situations Fund, L.P. – 0
Deerfield Management Company, L.P. – 0
Deerfield Special Situations Fund International Limited – 0
James E. Flynn - 0
 
Item 5.
Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following x.
 
 
 
 
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
 
     If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
N/A
 
 
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
     If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

N/A
 
 
 
 
 
Page 9 of 11

 
 
Item 8.
Identification and Classification of Members of the Group.
 
     If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.

N/A
 
 
 
 
Item 9.
Notice of Dissolution of Group.
 
     Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

N/A
 
 
 
 
Item 10.
Certifications.
 
         "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 such purpose or effect."
 
 
Page 10 of 11

 
 
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.
 
 
DEERFIELD CAPITAL, L.P.
     
By:
J.E. Flynn Capital LLC, General Partner
 
     
By:
/s/ Darren Levine
 
 
Darren Levine, Authorized Signatory
 
 
 
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
     
By:
Deerfield Capital, L.P.
 
     
By:
J.E. Flynn Capital LLC, General Partner
 
     
By:
/s/ Darren Levine
 
 
Darren Levine, Authorized Signatory
 
 
DEERFIELD MANAGEMENT COMPANY, L.P.
     
By:
Flynn Management LLC, General Partner
 
     
By:
/s/ Darren Levine
 
 
Darren Levine, Authorized Signatory
 
 
 
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
     
By:
Deerfield Management Company
 
     
By:
Flynn Management LLC, General Partner
 
     
By:
/s/ Darren Levine
 
 
Darren Levine, Authorized Signatory
 
 
JAMES E. FLYNN
     
/s/ Darren Levine
 
Darren Levine, Attorney-In-Fact
 
 
Date:  July 14, 2010
 
 
Page 11 of 11

 
 
Exhibit List


Exhibit A.       Joint Filing Agreement.

Exhibit B.       Item 8 Statement.

Exhibit C(1)   Power of Attorney.


(1) Previously filed as Exhibit 99.2 to a Schedule 13D/A with regard to Hana Biosciences, Inc. filed with the Commission on June 11, 2010 by Deerfield Capital L.P.; Deerfield Management Company, L.P.; Deerfield Special Situations Fund, L.P.; Deerfield Special Situations Fund International Limited; Deerfield Private Design Fund, L.P.; Deerfield Private Design International, L.P. and James E. Flynn.
 
 
 

 
 
Exhibit A

Agreement


The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock of Dialysis Corporation of America shall be filed on behalf of the undersigned.
 
 
DEERFIELD CAPITAL, L.P.
     
By:
J.E. Flynn Capital LLC, General Partner
 
     
By:
/s/ Darren Levine
 
 
Darren Levine, Authorized Signatory
 
 
 
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
     
By:
Deerfield Capital, L.P.
 
     
By:
J.E. Flynn Capital LLC, General Partner
 
     
By:
/s/ Darren Levine
 
 
Darren Levine, Authorized Signatory
 
 
DEERFIELD MANAGEMENT COMPANY, L.P.
     
By:
Flynn Management LLC, General Partner
 
     
By:
/s/ Darren Levine
 
 
Darren Levine, Authorized Signatory
 
 
 
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
     
By:
Deerfield Management Company
 
     
By:
Flynn Management LLC, General Partner
 
     
By:
/s/ Darren Levine
 
 
Darren Levine, Authorized Signatory
 
 
JAMES E. FLYNN
     
/s/ Darren Levine
 
Darren Levine, Attorney-In-Fact
 
 
 
 

 
 
Exhibit B


Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.