-----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, SHdk6mYSyrcTX1r5QW56gWKlUrRu7f38QDnFv87wuYxE/2HRSlT5maptjN63J7ln KEMzOd/M7EAOa/7EQRf3cQ== 0001013594-06-000508.txt : 20060912 0001013594-06-000508.hdr.sgml : 20060912 20060912144622 ACCESSION NUMBER: 0001013594-06-000508 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060912 DATE AS OF CHANGE: 20060912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SERACARE LIFE SCIENCES INC CENTRAL INDEX KEY: 0001156295 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 330056054 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62043 FILM NUMBER: 061086197 BUSINESS ADDRESS: STREET 1: 375 WEST STREET CITY: WEST BRIDGEWATER STATE: MA ZIP: 02379 BUSINESS PHONE: 5085801900 MAIL ADDRESS: STREET 1: 375 WEST STREET CITY: WEST BRIDGEWATER STATE: MA ZIP: 02379 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLACK HORSE CAPITAL LP CENTRAL INDEX KEY: 0001178179 IRS NUMBER: 470870061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 2123321112 MAIL ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA 20TH FL CITY: NEW YORK STATE: NY ZIP: 10111 SC 13D/A 1 seracare13da-091206.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.1)* SeraCare Life Sciences, Inc. ---------------------------- (Name of Issuer) Common Stock, no par value ----------------------------- (Title of Class of Securities) 81747Q100 ---------- (CUSIP Number) Eric S. Wagner, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue, New York, New York 10176 (212) 986-6000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 6, 2006 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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). 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 673,957 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 673,957 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,957 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital (QP) LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 196,828 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 196,828 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,828 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital Offshore Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 154,540 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 154,540 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 154,540 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital Management LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 870,785 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 870,785 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 870,785 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital Advisors LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 154,540 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 154,540 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 154,540 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% 14. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dale Chappell 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,025,325 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,025,325 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,025,325 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% 14. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian Sheehy 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,025,325 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,025,325 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,025,325 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% 14. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed with respect to the shares of the common stock, no par value, ("Common Stock") of SeraCare Life Sciences, Inc. ("Issuer"), beneficially owned by the Reporting Persons (as defined below) as of September 7, 2006 and amends and supplements the Schedule 13D filed on July 7, 2006, as amended (collectively, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified. The names of the persons filing this statement on Schedule 13D (the "Reporting Persons") are: - Black Horse Capital LP, a Delaware limited partnership ("Domestic Fund"), - Black Horse Capital (QP) LP, a Delaware limited partnership ("QP Fund"), - Black Horse Capital Offshore Ltd., a Cayman Islands exempt company ("Offshore Fund"), - Black Horse Capital Management LLC , a Delaware limited liability company ("BH Management"), - Black Horse Capital Advisors LLC, a Delaware limited liability company ("BH Advisors"), - Dale Chappell, a United States citizen ("Mr. Chappell") and - Brian Sheehy, a United States citizen ("Mr. Sheehy"). ITEM 3. Source and Amount of Funds or Other Consideration. The Domestic Fund acquired its 673,957 shares of Common Stock at an aggregate cost of $2,303,538.03. The funds used to purchase the shares of Common Stock were obtained from a combination of the general working capital of the Domestic Fund. The QP Fund acquired its 196,828 shares of Common Stock at an aggregate cost of $673,088.28. The funds used to purchase the shares of Common Stock were obtained from a combination of the general working capital of the QP Fund. The Offshore Fund acquired its 154,540 shares of Common Stock at an aggregate cost of $528,736.75. The funds used to purchase the shares of Common Stock were obtained from a combination of the general working capital of the Offshore Fund. ITEM 4. Purpose of Transaction. All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes, with no purpose of changing or influencing control of the Company and not in connection with or as a participant in any transaction having that purpose or effect. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. On March 22, 2006, the Company filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of California (the "Bankruptcy Court"). The Company is currently operating its business as a debtor-in-possession in accordance with provisions of the Bankruptcy Code. The Chapter 11 case of the Company (the "Chapter 11 Case") is being administered as Case No. 06-00510-LA11. One or more of the Reporting Persons joined an Ad Hoc Committee of Equityholders (the "Ad Hoc Committee") of the Company. Notwithstanding the Reporting Persons' participation in the Ad Hoc Committee, the Reporting Persons have not entered into any agreement or understanding to act together with the other participants of the Ad Hoc Committee for the purpose of acquiring, holding, voting or disposing of equity securities of the Company; therefore, the Reporting Persons disclaim membership in a group, for purposes of Section 13(d) under the Securities Exchange Act of 1934, with the other participants of the Ad Hoc Committee. The Reporting Persons have been closely monitoring the Chapter 11 Case. On June 26, 2006, the Ad Hoc Committee filed a motion (the "Motion") with the Bankruptcy Court for an order granting relief from the automatic stay to the Ad Hoc Committee, in order to allow the members of the Ad Hoc Committee to file a summary application with the California Superior Court to compel the Company to hold promptly its annual meeting of shareholders for the purpose, among other potential business, of electing directors. The Motion requested, in the alternative, that the Bankruptcy Court issue an order to terminate the Company's period of exclusivity to allow the Ad Hoc Committee or any other interested party to file a plan of reorganization and to solicit votes for such a plan. The Motion to terminate the Issuer's period of exclusivity was granted by the Bankruptcy Court. The Reporting Persons plan to continue to work towards a consensual plan with the Issuer but may propose a separate plan with the Ad Hoc Committee which may or may not have a financing component. The Reporting Persons have been, and reserve the right further to be in contact with, members of the Company's management, members of the Company's Board of Directors, other significant shareholders and others regarding alternatives that the Company could employ to protect and maximize shareholder value and, in particular, regarding the direction and outcome of the Chapter 11 Case. It is the present intention of the Reporting Persons to continue discussions with the Company and to seek an agreement with the Company regarding a mutually acceptable plan of reorganization (subject to approval of the Bankruptcy Court and other required approvals, if any), which agreement or plan may contemplate, among other things, the provision of equity or debt financing by the Reporting Persons (as well as by other members of the Ad Hoc Committee, potentially) and changes in the size and/or composition of the Company's Board of Directors. There can be no assurance that such an agreement with the Company will be reached or that it will contain any or all of the terms contemplated above, and nothing in this filing is intended or should be construed to describe any intention, plan or proposal of or by the Company, its management or its Board of Directors. The Reporting Persons reserve the right to pursue alternative courses of action, including in the event that such an agreement with the Company is not reached or the Reporting Persons determine at any time to abandon the seeking of such an agreement. Depending upon market conditions and other factors that it may deem material, each of the Reporting Persons may purchase additional shares of Common Stock and/or related securities or may dispose of all or a portion of the Common Stock or related securities that it now beneficially owns or may hereafter acquire. ITEM 5. Interest in Securities of the Issuer. (a) The Reporting Persons beneficially own: (i) The Domestic Fund beneficially owns 673,957 shares of Common Stock representing 5.0% of all of the outstanding shares of Common Stock. (ii) The QP Fund beneficially owns 196,828 shares of Common Stock representing 1.5% of all of the outstanding shares of Common Stock (iii) The Offshore Fund beneficially owns 154,540 shares of Common Stock representing 1.1% of all of the outstanding shares of Common Stock. (iv) BH Management, as the managing general partner of each of the Domestic Fund and QP Fund, may be deemed to beneficially own the 870,785 shares of Common Stock held by them, representing 6.5% of all of the outstanding shares of Common Stock. (v) BH Advisor, as the investment manager of the Offshore Fund, may be deemed to beneficially own the 154,540 shares of Common Stock held by it, representing 1.1% of all of the outstanding shares of Common Stock. (vi) Messrs. Chappell and Sheehy may each be deemed to be the beneficial owners of the shares of Common Stock beneficially owned by BH Management and BH Advisors. (vii) Collectively, the Reporting Persons beneficially own 1,025,325 shares of Common Stock representing 7.6% of all of the outstanding shares of Common Stock. (b) Domestic Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to vote or direct the vote of 673,957 shares of Common Stock beneficially owned by the Domestic Fund. QP Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to vote or direct the vote of 196,828 shares of Common Stock beneficially owned by the QP Fund. Offshore Fund, BH Advisors, Mr. Chappell and Mr. Sheehy have the shared power to vote or direct the vote of 154,540 shares of Common Stock beneficially owned by the Offshore Fund. Domestic Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to dispose or to direct the disposition of the 673,957 shares of Common Stock beneficially owned by the Domestic Fund. QP Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to dispose or to direct the disposition of the 196,828 shares of Common Stock beneficially owned by the QP Fund. Offshore Fund, BH Advisors, Mr. Chappell and Mr. Sheehy have the shared power to dispose or to direct the disposition of the 154,540 shares of Common Stock beneficially owned by the Offshore Fund. (c) The following transactions were effected by the Onshore Fund during the past sixty (60) days: Approx. Price per Amount of Shs. Share (excl. of Date Security Bought (Sold) commissions) 22-Aug-06 Common 3,250 $5.00 23-Aug-06 Common 521 $5.00 30-Aug-06 Common 131 $5.25 06-Sep-06 Common 12,349 $5.25 07-Sep-06 Common 6,499 $5.25 The following transactions were effected by the QP Fund during the past sixty (60) days: Approx. Price per Amount of Shs. Share (excl. of Date Security Bought (Sold) commissions) 22-Aug-06 Common 971 $5.00 23-Aug-06 Common 155 $5.00 30-Aug-06 Common 38 $5.25 06-Sep-06 Common 3,691 $5.25 07-Sep-06 Common 1,943 $5.25 The following transactions were effected by the Offshore Fund during the past sixty (60) days: Approx. Price per Amount of Shs. Share (excl. of Date Security Bought (Sold) commissions) 22-Aug-06 Common 779 $5.00 23-Aug-06 Common 124 $5.00 30-Aug-06 Common 31 $5.25 06-Sep-06 Common 2,960 $5.25 07-Sep-06 Common 1,558 $5.25 The above transactions were effected on the open market. (d) Not applicable. (e) Not applicable. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: September 12, 2006 BLACK HORSE CAPITAL LP By: Black Horse Capital Management LLC As General Partner By: /s/Dale Chappell __________________________________ Dale Chappell, Managing Member BLACK HORSE CAPITAL (QP) LP By: Black Horse Capital Management LLC As General Partner By: /s/Dale Chappell __________________________________ Dale Chappell, Managing Member Black Horse Capital Offshore Ltd. By: /s/Dale Chappell __________________________________ Dale Chappell, Director BLACK HORSE CAPITAL MANAGEMENT LLC By: /s/Dale Chappell __________________________________ Dale Chappell, Managing Member BLACK HORSE CAPITAL ADVISORS LLC By: /s/Dale Chappell __________________________________ Dale Chappell, Managing Member /s/Dale Chappell __________________________________ Dale Chappell /s/Brian Sheehy __________________________________ Brian Sheehy -----END PRIVACY-ENHANCED MESSAGE-----