-----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, QoxzmO8jkqlweUrj8uFzgeS/na57hNuPuSVdOpss21h+apC2f50LNuFM4W6O2N6S NL+Yx7EaqgLFB+DZSCEwAw== 0000927752-10-000006.txt : 20100415 0000927752-10-000006.hdr.sgml : 20100415 20100415164309 ACCESSION NUMBER: 0000927752-10-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100413 FILED AS OF DATE: 20100415 DATE AS OF CHANGE: 20100415 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cardiac Science CORP CENTRAL INDEX KEY: 0001323115 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943300396 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3303 MONTE VILLA PARKWAY CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 425-402-2206 MAIL ADDRESS: STREET 1: 3303 MONTE VILLA PARKWAY CITY: BOTHELL STATE: WA ZIP: 98021 FORMER COMPANY: FORMER CONFORMED NAME: CSQ Holding CO DATE OF NAME CHANGE: 20050407 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEARL FRANK H CENTRAL INDEX KEY: 0000927752 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51512 FILM NUMBER: 10752439 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVENUE NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Perseus Acquisition/Recapitalization Management, L.L.C. CENTRAL INDEX KEY: 0001488120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51512 FILM NUMBER: 10752437 BUSINESS ADDRESS: STREET 1: 2099 PENNSYLVANIA AVENUE NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 202-452-0101 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVENUE NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Perseus Acquisition/Recapitalization Fund, L.L.C. CENTRAL INDEX KEY: 0001488121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51512 FILM NUMBER: 10752438 BUSINESS ADDRESS: STREET 1: 2099 PENNSYLVANIA AVENUE NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 202-452-0101 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVENUE NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20006 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-04-13 0 0001323115 Cardiac Science CORP CSCX 0000927752 PEARL FRANK H 2099 PENNSYLVANIA AVENUE NW SUITE 900 WASHINGTON DC 20006 1 0 1 0 0001488121 Perseus Acquisition/Recapitalization Fund, L.L.C. 2099 PENNSYLVANIA AVENUE NW SUITE 900 WASHINGTON DC 20006 1 0 1 0 0001488120 Perseus Acquisition/Recapitalization Management, L.L.C. 2099 PENNSYLVANIA AVENUE NW SUITE 900 WASHINGTON DC 20006 1 0 1 0 Common Stock 2010-04-13 4 S 0 15000 1.8042 D 2846785 I See footnotes Common Stock 2010-04-14 4 S 0 17500 1.8472 D 2829285 I See footnotes Common Stock 2010-04-15 4 S 0 80200 1.9373 D 2749085 I See footnotes Shares of Common Stock of the issuer that were sold by Jefferies & Company, Inc. (Jefferies) on behalf of Perseus Acquisition/Recapitalization Fund, L.L.C. (PARF), to satisfy maintenance requirements under a $500,000 margin loan made by Jefferies to PARF, which maintenance requirements were triggered by the issuer's stock price falling below $2 per share. Additional shares may be sold to satisfy such maintenance requirements if the issuer's stock price remains below $2 per share. The managing member of PARF is Perseus Acquisition/Recapitalization Management, L.L.C. (PARF Management). Frank H. Pearl is the managing member of PARF Management. Includes shares of Common Stock of the issuer owned by Perseus Market Opportunity Fund, L.P. (PMOF), PARF and Cardiac Science Co-Investment, L.P. (CS Co-Investment). The general partner of PMOF is Perseus Market Opportunity Partners, L.P. (PMOF LP). The general partner of PMOF LP is Perseus Market Opportunity Partners GP, L.L.C. (PMOF Ultimate GP). Perseus, L.L.C. is the managing member of PMOF Ultimate GP. Perseuspur, L.L.C. is the managing member of Perseus, L.L.C. Frank H. Pearl is the Chairman, President, Chief Executive Officer and managing member of Perseuspur, L.L.C. PARF Management is the general partner of CS Co-Investment. Frank H. Pearl is the managing member of PARF Management. Also includes 1,000 shares of Common Stock of the issuer that PARF and PMOF hold indirectly. These shares were issued by the issuer to Christopher J. Davis, an officer of the managers of PARF and PMOF who was nominated by them to serve as a director of the issuer and who holds such shares for the benefit of PARF and PMOF. PARF and PMOF also indirectly hold 3,000 restricted stock units held by Mr. Davis for their benefit and 4,000 restricted stock units and 15,000 stock options held for their benefit by Ray E. Newton III, who previously served as a director of the issuer representing PARF and PMOF. For additional information regarding the shares of Common Stock and restricted stock units held by Messrs. Davis and Newton, please see the Form 4s filed by Mr. Davis on November 9, 2009 and Mr. Newton on May 23, 2008, April 24, 2008 and November 21, 2006, respectively. By virtue of the control that Frank H. Pearl exercises over PARF, PMOF and CS Co-Investment pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the Act), the Reporting Person may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. Teresa Y. Bernstein, Attorney-in-Fact for Frank H. Pearl 2010-04-15 -----END PRIVACY-ENHANCED MESSAGE-----