-----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, G1qYEmuz3PDYubyuggU7e8MjtewuIZw+XqEUF9YM1g2BUkryt5mmZ0In9btC6/uZ 446kKAGUfJ1g4IPi79+fQg== 0000919574-07-004962.txt : 20071101 0000919574-07-004962.hdr.sgml : 20071101 20071101171220 ACCESSION NUMBER: 0000919574-07-004962 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071101 DATE AS OF CHANGE: 20071101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIOMED HOLDINGS INC CENTRAL INDEX KEY: 0001074874 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 841480636 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78121 FILM NUMBER: 071207729 BUSINESS ADDRESS: STREET 1: 1 DUNDEE PARK CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 978-475-7771 FORMER COMPANY: FORMER CONFORMED NAME: NATEXCO CORP DATE OF NAME CHANGE: 20001128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARGENIS CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001395399 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-888-5280 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 d824496_13g-a.txt 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. 1) Diomed Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 - -------------------------------------------------------------------------------- (Title of Class of Securities) 25454R207 - -------------------------------------------------------------------------------- (CUSIP Number) October 22, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 25454R207 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Argenis Capital Advisors, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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 2,885,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,885,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,885,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.60% 12. TYPE OF REPORTING PERSON OO CUSIP No. 25454R207 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Fairfield Argenis Healthcare Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman 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 0.00% 12. TYPE OF REPORTING PERSON CO CUSIP No. 25454R207 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Argenis Capital Advisors Offshore Fund I, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,596,500 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,596,500 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,596,500 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.64% 12. TYPE OF REPORTING PERSON CO - ---------- CUSIP No. 25454R207 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Alan Kessler 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (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 478,200 6. SHARED VOTING POWER 2,885,000 7. SOLE DISPOSITIVE POWER 478,200 8. SHARED DISPOSITIVE POWER 2,885,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,363,200 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.19% 12. TYPE OF REPORTING PERSON IN CUSIP No. 25454R207 --------------------- Item 1(a). Name of Issuer: Diomed Holdings, Inc. ------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 1 Dundee Park Andover, MA 01810 ------------------------------------------------------------------- Item 2(a). Name of Person Filing: Argenis Capital Advisors, LLC Fairfield Argenis Healthcare Fund, Ltd. Argenis Capital Advisors Offshore Fund I, Ltd. Alan Kessler ------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: Argenis Capital Advisors, LLC 767 Third Ave New York, NY 10017 Fairfield Argenis Healthcare Fund, Ltd. c/o Regatta Office Park West Bay Road George Town, Grand Cayman Argenis Capital Advisors Offshore Fund I, Ltd. c/o Morgan Stanley Fund Services (Cayman), Ltd. PO Box 2681 GT, Century Yard 4th Floor, Cricket Square Hutchins Drive, George Town Grand Cayman, Cayman Islands Alan Kessler c/o Argenis Capital Advisors, LLC 767 Third Ave New York, NY 10017 ------------------------------------------------------------------- Item 2(c). Citizenship: Argenis Capital Advisors, LLC - Delaware limited liability company Fairfield Argenis Healthcare Fund, Ltd.- Cayman Islands exempted company Argenis Capital Advisors Offshore Fund I, Ltd. - Cayman Islands exempted company Alan Kessler - United States citizen ------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 ------------------------------------------------------------------- Item 2(e). CUSIP Number: 25454R207 ------------------------------------------------------------------- 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) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] 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: Argenis Capital Advisors, LLC - 2,885,000 Fairfield Argenis Healthcare Fund, Ltd. - 0 Argenis Capital Advisors Offshore Fund I, Ltd. - 2,596,500 Alan Kessler - 3,363,200 ------------------------------------------------------------------- (b) Percent of class: Argenis Capital Advisors, LLC - 9.60% Fairfield Argenis Healthcare Fund, Ltd. - 0.00% Argenis Capital Advisors Offshore Fund I, Ltd. - 8.64% Alan Kessler - 11.19% ------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Argenis Capital Advisors, LLC - 0 Fairfield Argenis Healthcare Fund, Ltd. - 0 Argenis Capital Advisors Offshore Fund I, Ltd. - 0 Alan Kessler - 478,200 -------------------------------------------------------------------, (ii) Shared power to vote or to direct the vote Argenis Capital Advisors, LLC - 2,885,000 Fairfield Argenis Healthcare Fund, Ltd. - 0 Argenis Capital Advisors Offshore Fund I, Ltd. - 2,596,500 Alan Kessler - 2,885,000 -------------------------------------------------------------------, (iii) Sole power to dispose or to direct the disposition of Argenis Capital Advisors, LLC - 0 Fairfield Argenis Healthcare Fund, Ltd. - 0 Argenis Capital Advisors Offshore Fund I, Ltd. - 0 Alan Kessler - 478,200 -------------------------------------------------------------------, (iv) Shared power to dispose or to direct the disposition of Argenis Capital Advisors, LLC - 2,885,000 Fairfield Argenis Healthcare Fund, Ltd. - 0 Argenis Capital Advisors Offshore Fund I, Ltd. - 2,596,500 Alan Kessler - 2,885,000 -------------------------------------------------------------------. 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] Fairfield Argenis Healthcare Fund, Ltd. beneficially owns 0% of the shares. ------------------------------------------------------------------- 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 ------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.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 s.240.13d-1(c) or s.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 the Reporting Persons certify that, to the best of their 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. 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. November 1, 2007 ---------------------------------------- (Date) ARGENIS CAPITAL ADVISORS, LLC * By: /s/ Alan Kessler -------------------------- Name: Alan Kessler Title: Managing Member FAIRFIELD ARGENIS HEALTHCARE FUND, LTD.* By: /s/ Alan Kessler ------------------------ Name: Alan Kessler Title: Managing Member of its Investment Adviser ARGENIS CAPITAL ADVISORS OFFSHORE FUND I, LTD.* By: /s/ Alan Kessler ------------------------ Name: Alan Kessler Title: Managing Member of its Investment Manager /s/ Alan Kessler* ------------------------ ALAN KESSLER* * The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the reporting persons' pecuniary interest therein. EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated November 1, 2007 relating to the Common Stock, par value $0.001, of Diomed Holdings, Inc. shall be filed on behalf of the undersigned. ARGENIS CAPITAL ADVISORS, LLC By: /s/ Alan Kessler ------------------------ Name: Alan Kessler Title: Managing Member FAIRFIELD ARGENIS HEALTHCARE FUND, LTD. By: /s/ Alan Kessler ------------------------ Name: Alan Kessler Title: Managing Member of its Investment Adviser ARGENIS CAPITAL ADVISORS OFFSHORE FUND I, LTD. By: /s/ Alan Kessler ------------------------ Name: Alan Kessler Title: Managing Member of its Investment Manager /s/ Alan Kessler ------------------------ ALAN KESSLER SK 25592 0001 824496 -----END PRIVACY-ENHANCED MESSAGE-----