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OMB Number: 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CARDIOVASCULAR SYSTEMS, INC.
(f/k/a REPLIDYNE, INC.)
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
141619106
(CUSIP Number)
February 25, 2009
(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)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
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CUSIP No. |
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141619106 |
13G |
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2 |
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of |
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9 |
Pages |
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1. |
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NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only).
James A. Silverman |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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5. |
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SOLE VOTING POWER |
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NUMBER OF |
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115,136 |
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SHARES |
6. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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115,136 |
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WITH |
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SHARED DISPOSITIVE POWER |
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0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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115,136 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0.8% |
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12. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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CUSIP No. |
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141619106 |
13G |
Page |
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3 |
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of |
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9 |
Pages |
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1. |
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NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only).
RRC Management, LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5. |
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SOLE VOTING POWER |
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NUMBER OF |
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76,564 |
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SHARES |
6. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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76,564 |
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WITH |
8. |
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SHARED DISPOSITIVE POWER |
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0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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76,564 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0.5% |
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12. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IA |
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CUSIP No. |
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141619106 |
13G |
Page |
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4 |
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of |
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9 |
Pages |
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1. |
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NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only).
RRC Bio Fund, L.P. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5. |
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SOLE VOTING POWER |
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NUMBER OF |
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76,564 |
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SHARES |
6. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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76,564 |
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WITH |
8. |
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SHARED DISPOSITIVE POWER |
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0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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76,564 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0.5% |
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12. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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CUSIP No. |
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141619106 |
13G |
Page |
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5 |
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of |
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9 |
Pages |
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1. |
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NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only).
Risk Reward Capital Management, Inc. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5. |
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SOLE VOTING POWER |
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NUMBER OF |
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38,572 |
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SHARES |
6. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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38,572 |
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WITH |
8. |
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SHARED DISPOSITIVE POWER |
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0 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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38,572 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0.3% |
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12. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IA |
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CUSIP No. |
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141619106 |
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Page |
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6 |
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of |
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9 |
Item 1.
(a)
Name of Issuer: Cardiovascular Systems, Inc. (f/k/a Replidyne, Inc.) (the Issuer).
(b) Address of the Issuers Principal Executive Offices: 651 Campus Drive, St. Paul,
Minnesota 55112.
Item 2.
(a) Name of Person Filing: This joint statement on Schedule 13G is being filed by James A.
Silverman, RRC Management, LLC, RRC Bio Fund, L.P. and Risk Reward Capital Management, Inc., who
are collectively referred to as the Reporting Persons. Mr. Silverman (the Manager) is the
manager of RRC Management, LLC (Capital), which is the sole general partner of RRC Bio Fund, L.P.
(the Fund). The Manager is also the president of Risk Reward Capital Management, Inc. (Risk
Reward), which serves as investment adviser to a number of discretionary accounts. The Reporting
Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is
filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference),
pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k) under the Act.
(b) Address of Principal Business Office: The principal business office of the Reporting
Persons with respect to the shares reported hereunder is 217R Concord Avenue, Cambridge, MA 02138.
(c) Citizenship: Capital is a Delaware limited liability company. The Fund is a Delaware limited
partnership. Risk Reward is a Delaware corporation. The Manager is a U.S. citizen.
(d) Title and Class of Securities: Common stock, $0.001 par value (Common Stock).
(e) CUSIP Number: 141619106.
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Item 3. |
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a: |
Not applicable.
In the aggregate, the Reporting Persons beneficially own 115,136 shares of the Common Stock of the
Issuer, representing approximately 0.8% of such class of securities. The beneficial ownership of
each Reporting Person is as follows: (i) the Manager, as president of Risk Reward and as manager of
Capital, the sole general partner of the Fund, beneficially owns 115,136 shares of Common Stock of
the Issuer, representing approximately 0.8% of such class of securities; (ii) the Fund and Capital
each beneficially own 76,564 shares of the Common Stock of the Issuer, representing approximately
0.5% of the class; and (iii) Risk Reward, as investment adviser for a number of discretionary
accounts, beneficially owns 38,572 shares of Common Stock of the Issuer held by such discretionary
accounts, representing approximately 0.3% of such class. The percentage of the Common Stock
beneficially owned by each Reporting Person is based on a total of 13,744,890 shares of Common
Stock of the Issuer outstanding as of February 25, 2009, immediately after the business combination
disclosed in the Issuers Form 8-K dated February 25, 2009 described below.
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CUSIP No. |
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141619106 |
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Page |
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7 |
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of |
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9 |
As disclosed in the Form 8-K of the Issuer dated February 25, 2009, Replidyne, Inc., a Delaware
corporation (Replidyne), completed its business combination with Cardiovascular Systems, Inc., a
Minnesota corporation (CSI-MN), in accordance with the terms of the Agreement and Plan of Merger
and Reorganization, dated as of November 3, 2008, by and among Replidyne, Responder Merger Sub,
Inc., a wholly-owned subsidiary of Replidyne (Merger Sub), and CSI-MN (the Merger Agreement).
Pursuant to the Merger Agreement, Merger Sub merged with and into CSI-MN, with CSI-MN continuing
after the merger as the surviving corporation and a wholly owned subsidiary of Replidyne. At the
effective time of the merger, Replidyne changed its name to Cardiovascular Systems, Inc. (Issuer)
and CSI-MN changed its name to CSI Minnesota, Inc. Following the merger of Merger Sub with CSI-MN,
CSI-MN (under the new name of CSI Minnesota, Inc.) merged with and into Issuer, with Issuer
continuing after the merger as the surviving corporation. As a result of the business combination,
in exchange for shares of Replidynes common stock held by the Reporting Persons, the Reporting
Persons received the number of shares of the Issuers Common Stock disclosed on this filing.
The Fund has the power to vote and dispose of the shares of Common Stock beneficially owned by such
Fund (as described above). Capital, as the sole general partner of the Fund, has the sole
authority to vote and dispose of all of the shares of Common Stock beneficially owned by the Fund
(as described above). Risk Reward, as manager of each of the separate discretionary accounts which
holds shares of the Issuers Common Stock, has the power to vote and dispose of the shares held
beneficially by Risk Reward (as described above). The Manager, by virtue of his position as
manager of Capital and president of Risk Reward, has the sole authority to vote and dispose of all
of the shares of Common Stock reported in this joint statement Schedule 13G.
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Item 5. |
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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 5 percent of the class of securities, check the
following þ.
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Item 6. |
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Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
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Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person |
Not applicable.
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Item 8. |
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Identification and Classification of Members of the Group |
Not applicable.
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Item 9. |
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Notice of Dissolution of Group |
Not applicable.
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CUSIP No. |
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141619106 |
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Page |
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of |
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9 |
By signing below I hereby 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.
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CUSIP No. |
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141619106 |
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Page |
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9 |
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of |
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9 |
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.
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DATE:
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March 10, 2009 |
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RRC BIO FUND, L.P.
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By: |
RRC Management, LLC General Partner
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By: |
/s/ James A. Silverman
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James A. Silverman |
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Manager |
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RRC MANAGEMENT, LLC
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By: |
/s/ James A. Silverman
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James A. Silverman |
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Manager |
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RISK REWARD CAPITAL MANAGEMENT, INC.
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By: |
/s/ James A. Silverman
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James A. Silverman |
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President |
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/s/ James A. Silverman
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James A. Silverman |
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned
hereby agree, as of March 10, 2009, that only one statement containing the information required by
Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of
the undersigned of shares of common stock of Cardiovascular Systems, Inc. (f/k/a Replidyne, Inc.)
and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed
on behalf of each of the undersigned. This Agreement expressly supersedes the Joint Filing
Agreement dated February 10, 2009 among the certain of the parties hereto with respect to the
filing of information required by Schedule 13G in relation to Common Stock of the Issuer.
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RRC BIO FUND, L.P.
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By: |
RRC Management, LLC General Partner
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By: |
/s/ James A. Silverman
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James A. Silverman |
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Manager |
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RRC MANAGEMENT, LLC
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By: |
/s/ James A. Silverman
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James A. Silverman |
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Manager |
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RISK REWARD CAPITAL MANAGEMENT, INC.
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By: |
/s/ James A. Silverman
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James A. Silverman |
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President |
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/s/ James A. Silverman
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James A. Silverman |
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