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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
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61v5qc0h3PJU/l8zWPb4qA==
UNITED STATES If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o . SCHEDULE 13D SCHEDULE 13D
-0- 1,595,948 SCHEDULE 13D
SOURCE
OF FUNDS þ
United
States 1,595,948
-0- Explanatory Note Item 1. Security and Issuer. The name of the issuer is NationsHealth, Inc., a Delaware corporation (the "Issuer"). The address of the Issuers offices is 13630 N.W. 8th Street, Suite 210, Sunrise, Florida 33325. This Schedule 13D relates to the Issuers Common Stock, par value $0.0001 per share (the "Common Stock"). Item 2. Identity and Background. (a)-(c), (f) This statement is being filed by Millenco, L.L.C., a Delaware limited liability company, formerly known as Millenco, L.P., a Delaware limited partnership ("Millenco"). Millenco is a broker-dealer and a member of the American Stock Exchange and the NASDAQ. Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco. The business address for Millenco, Millennium Management and Mr. Englander is 666 Fifth Avenue, New York, New York 10103. Mr. Englander is a United States
citizen. Note: Millennium Partners, L.P., a Cayman Islands exempted limited partnership ("Millennium Partners"), is a non-managing member of Millenco. As a
non-managing member, Millennium Partners has no investment or voting control over Millenco or its securities positions. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). (e) On December 1, 2005, Millennium Management and Mr. Englander, together with Millennium Partners and certain related persons and
entities, entered into settlements with the Securities and Exchange Commission ("SEC") and the Attorney General of the State of New York (the "NYAG") relating to allegations that Millennium
Partners had engaged in a pattern of deceptive "market timing" of mutual fund shares in years prior to 2004 and, in the case of the settlement with the NYAG only, had failed to take adequate steps
to prevent a trader from engaging in mutual fund "late trading" in violation of firm policy. The parties neither admitted nor denied the allegations or findings (except as to jurisdiction) but
consented to the entry of findings. The SEC proceedings are In the Matter of Millennium Partners, L.P., et al. Securities Act Release No. 8639 (December 1, 2005), available at www.sec.gov.
Contemporaneously, the NYAG issued an Assurance of Discontinuance relating to the claims and findings of that office. Neither the Reporting Persons nor any other party admitted or denied any of the allegations or findings in these matters. The remedies included disgorgement
by the entities of approximately $148 million of mutual fund trading profits, civil penalties aggregating approximately $32.15 million (with approximately $30 million being paid by Mr. Englander),
an administrative order to cease and desist from violations of the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Exchange Act"), and prophylactic
relief. Item 3. Source and Amount of Funds or Other Consideration. The amount of funds used
to purchase the beneficially owned Common Stock in the transactions giving rise to
this Schedule 13D was approximately $497,900 calculated on an average cost
basis (excluding brokerage commissions) by account. Millenco effects purchases of
securities primarily through margin accounts maintained for them with prime
brokers, which may extend margin credit to them as and when required to open or
carry positions in the margin accounts, subject to applicable Federal margin
regulations, stock exchange rules and the prime brokers credit policies. In
such instances, the positions held in the margin accounts are pledged as
collateral security for the repayment of debit balances in the accounts. Item 4. Purpose of Transaction. The
Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting
Persons analyze the operations, capital structure and markets of companies,
including the Issuer, on a continuous basis through analysis of documentation
and discussions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of management). From time to time, one or more of the
Reporting Persons may hold discussions with third parties or with management of
such companies in which the Reporting Persons may suggest or take a position
with respect to potential changes in the operations, management or capital
structure of such companies as a means of enhancing shareholder value. Such
suggestions or positions may relate to one or more of the transactions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange
Act, including, without limitation, such matters as disposing of or selling all
or a portion of the company or acquiring another company or business, changing
operating or marketing strategies, adopting or not adopting certain types of
anti-takeover measures and restructuring the Issuer's capitalization or
dividend policy. The Reporting Persons employ the services of a number of portfolio managers, each
of whom independently employs a separate and distinct trading strategy. A portion of the securities of the Issuer
held by the Reporting Persons are held in accounts of the Reporting Persons
managed by portfolio managers who engage in event-, risk- or merger-arbitrage
or fundamental strategies. Except as set forth above, the Reporting Persons do not have any present
plans or proposals that relate to or would result in any of the actions
required to be described in Item 4 of Schedule 13D. Each of the Reporting
Persons may, at any time, review or reconsider its position with respect to the
Issuer and formulate plans or proposals with respect to any of such matters,
but has no present intention of doing so. Item 5. Interest in Securities of the Issuer. (a) As of the date of this filing, Millenco is the beneficial owner of: (i) 64,043 shares of Common Stock and (ii) 1,531,905 shares of Common Stock which are currently issuable upon the exercise of warrants ("Warrants") originally issued in a public offering pursuant to a Prospectus dated August 25, 2003. The Warrants have an exercise price of $5.00 per share and expire on August 25, 2007. Millennium Management, as the manager of Millenco, may also be deemed to beneficially own the above-described shares of Common Stock beneficially owned by and Millenco. Mr. Englander, as the managing member of Millennium Management, may also be deemed to beneficially own the above-described shares of Common Stock beneficially owned by Millenco. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares held by Millenco. Accordingly, as of the date of this filing, Mr. Englander and Millennium Management may be deemed to be the beneficial owner of 1,595,948 shares of Common Stock, which represents in the aggregate approximately 5.3% of the outstanding shares of Common Stock. The calculation of the foregoing percentage is on the basis of 28,688,898 shares of Common Stock outstanding as of November 7, 2006, as reported by the Issuer on Form 10-Q, dated as of November 10, 2006. (b) Millenco may be deemed to hold the sole power to vote and to dispose of the 1,595,948 Common Stock described in (a) above. Mr. Englander and Millennium Management may be deemed to hold the sole power to vote and to dispose of the 1,595,948 shares of Common Stock described in (a) above. The foregoing should not be construed in and of itself as an admission by Mr. Englander or Millennium Management as to beneficial ownership of the shares held by Millenco. (c) Transactions in Common Stock and Warrants during the past 60 days: Schedule A annexed hereto lists all transactions in the Common Stock and Warrants during the past 60 days by the Reporting Persons. All transactions in the Common Stock and Warrants were effected in the open market. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported in this Statement. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Millenco has an open short position of 2,278 shares of Common Stock, which position is not netted against the data provided herein for the purpose of determining the number of shares beneficially owned by the Reporting Persons. In connection with arrangements with its prime brokers, such prime brokers are permitted to lend securities in Millencos accounts to the extent permitted by debit balances in such account. Millenco generally will not have any knowledge of the specific loans made by such prime brokers. In addition, in the ordinary course of business, Millenco (or its prime brokers), may borrow securities to satisfy
delivery obligations arising from short sales and may lend securities to third parties and such loans generally may be recalled upon demand. There are no other contracts, arrangements, understandings or
relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer. Item 7. Material to Be Filed as Exhibits. Exhibit I: Joint Filing Agreement, dated as of December 27, 2006, by and among Millenco, L.L.C., Millennium Management, L.L.C. and Israel A. Englander. 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. Dated: December 27, 2006 MILLENCO, L.L.C. By:
Millennium Management, L.L.C. By:
/s/ Terry
Feeney
MILLENNIUM
MANAGEMENT, L.L.C. By:
/s/ Terry
Feeney
EXHIBIT I JOINT FILING AGREEMENT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NationsHealth, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
63860C100
(CUSIP Number)
Simon M. Lorne, Esq.
Millennium Management, L.L.C.
666 Fifth Avenue, 8th Floor
New York, New York 10103
(212) 841-4100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December
19, 2006
(Date of Event Which Requires Filing of this Statement)
CUSIP No. 63860C100
1
Millenco,
L.L.C.
2
3
4
WC, OO
5
þ
6
Delaware
1,595,948
-0-
1,595,948
-0-
11
1,595,948
12
o
13
5.3%
14
OO,
BD
CUSIP No.
63860C100
1
Millennium
Management, L.L.C.
2
3
4
WC, OO
5
þ
6
Delaware
1,595,948
-0-
1,595,948
11
12
13
5.3%
14
OO
CUSIP No.
63860C100
1
Israel A.
Englander
2
3
4
5
6
7
8
9
10
11
12
13
14
as
manager
Name: Terry
Feeney
Title: Chief
Operating Officer
Name: Terry
Feeney
Title: Chief
Operating Officer
/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
Israel
A.
Englander
Dated: December 27, 2006
MILLENCO, L.L.C.
By: Millennium Management, L.L.C.
as managerBy: /s/ Terry Feeney
Name: Terry Feeney
Title: Chief Operating Officer
MILLENNIUM MANAGEMENT, L.L.C.
By: /s/ Terry Feeney
Name: Terry Feeney
Title: Chief Operating Officer
/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005
Israel A. Englander
Schedule A
Transactions in the Issuer’s Common Stock During the Past 60 Days:
Date of Transaction | Quantity Purchased (Sold) |
Price Per Share $ |
10/30/2006 | 100 | 2.02 |
10/30/2006 | 200 | 2.02 |
10/30/2006 | 50 | 2.08 |
10/30/2006 | 50 | 2.08 |
10/30/2006 | 50 | 2.08 |
10/30/2006 | 100 | 2.01 |
10/30/2006 | 100 | 2.04 |
10/30/2006 | 100 | 2.04 |
10/30/2006 | 100 | 2.1 |
10/30/2006 | 100 | 2.1 |
10/30/2006 | 100 | 2.13 |
10/30/2006 | 100 | 2.13 |
10/30/2006 | 100 | 2.18 |
10/30/2006 | 100 | 2.18 |
10/30/2006 | 100 | 2.18 |
10/30/2006 | 100 | 2.18 |
10/30/2006 | 100 | 2.18 |
10/31/2006 | 100 | 2.4 |
10/31/2006 | 100 | 2.37 |
10/31/2006 | 100 | 2.47 |
10/31/2006 | 100 | 2.5 |
10/31/2006 | 100 | 2.54 |
10/31/2006 | 100 | 2.42 |
10/31/2006 | 100 | 2.54 |
11/9/2006 | 100 | 0.2 |
11/10/2006 | (2,500) | 2.35 |
11/29/2006 | (200) | 1.83 |
11/29/2006 | (100) | 1.8 |
11/30/2006 | (200) | 1.85 |
11/30/2006 | (100) | 1.83 |
11/30/2006 | (100) | 1.84 |
11/30/2006 | (100) | 1.87 |
11/30/2006 | (100) | 1.82 |
11/30/2006 | (100) | 1.82 |
11/30/2006 | (100) | 1.83 |
11/30/2006 | (100) | 1.83 |
11/30/2006 | (100) | 1.84 |
11/30/2006 | (100) | 1.84 |
11/30/2006 | (100) | 1.86 |
11/30/2006 | (100) | 1.87 |
11/30/2006 | (100) | 1.82 |
11/30/2006 | (100) | 1.82 |
11/30/2006 | (100) | 1.84 |
11/30/2006 | (100) | 1.85 |
12/6/2006* | 18,500 | 0.13 |
12/11/2006 | (100) | 1.707 |
12/11/2006* | 93,256 | 0.13 |
12/13/2006 | 800 | 1.52 |
12/15/2006 | 25,000 | 1.356 |
12/18/2006* | 24,300 | 0.13 |
12/19/2006 | 12,700 | 1.3 |
12/19/2006 * | 15,500 | 0.1193 |
12/22/2006 | (100) | 1.41 |
12/22/2006 | 28,043 | 1.4 |
12/22/2006 * | 40,300 | 0.0831 |
(i) All such transactions were effected by Millenco; (ii) some of the sales listed above were short sales and (iii) * indicates a transaction in the Issuers Warrants.
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