sc13gza

0000950133-08-000598.txt : 20080214 0000950133-08-000598.hdr.sgml : 20080214 20080214145112 ACCESSION NUMBER: 0000950133-08-000598 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: CAMDEN PARTNERS STRATEGIC FUND II-A, L.P. GROUP MEMBERS: CAMDEN PARTNERS STRATEGIC FUND II-B, L.P. GROUP MEMBERS: CAMDEN PARTNERS STRATEGIC II, LLC GROUP MEMBERS: DAVID L. WARNOCK GROUP MEMBERS: RICHARD M. BERKELEY GROUP MEMBERS: RICHARD M. JOHNSTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AtriCure, Inc. CENTRAL INDEX KEY: 0001323885 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 341940305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81467 FILM NUMBER: 08613824 BUSINESS ADDRESS: STREET 1: 6033 SCHUMACHER PARK DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 BUSINESS PHONE: 513-755-4107 MAIL ADDRESS: STREET 1: 6033 SCHUMACHER PARK DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES DONALD W CENTRAL INDEX KEY: 0001211899 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-878-6820 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13G/A 1 w48911asc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

AtriCure, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

04963C209

(CUSIP Number)

December 31, 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:

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 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).

Page 1 of 13


CUSIP No.		04963C209	13G	Page		2		of		13


1	NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only). Camden Partners Strategic II, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,026,721

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,026,721

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,026,721

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.3%

12	TYPE OF REPORTING PERSON*

	OO


CUSIP No.		645526104	13G	Page		3		of		13


1	NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only). Camden Partners Strategic Fund II-A, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,026,721

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,026,721

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,026,721

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.3%

12	TYPE OF REPORTING PERSON*

	PN


CUSIP No.		645526104	13G	Page		4		of		13


1	NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only). Camden Partners Strategic Fund II-B, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,026,721

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,026,721

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,026,721

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.3%

12	TYPE OF REPORTING PERSON*

	PN


CUSIP No.		645526104	13G	Page		5		of		13


1	NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only). Richard M. Berkeley


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,026,721

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,026,721

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,026,721

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.3%

12	TYPE OF REPORTING PERSON*

	IN


CUSIP No.		645526104	13G	Page		6		of		13


1	NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only). Donald W. Hughes


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,026,721

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,026,721

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,026,721

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.3%

12	TYPE OF REPORTING PERSON*

	IN


CUSIP No.		645526104	13G	Page		7		of		13


1	NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only). Richard M. Johnston


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,026,721

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,026,721

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,026,721

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.3%

12	TYPE OF REPORTING PERSON*

	IN


CUSIP No.		645526104	13G	Page		8		of		13


1	NAMES OF REPORTING PERSONS I.R.S. Identification No. of Above Persons (Entities Only). David L. Warnock


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,026,721

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,026,721

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,026,721

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.3%

12	TYPE OF REPORTING PERSON*

	IN

This Amendment No. 1 to Schedule 13G (“Amendment No. 1) relating to AtriCure, Inc. (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13G filed with the Commission on December 31, 2005 (collectively, the “Schedule 13G). Capitalized terms used and not defined herein have the same meaning as in the Schedule 13G. Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13G.

Item 4. Ownership.

The third paragraph of Item 4(a) is hereby deleted and replaced in its entirety by the following paragraph:

Fund II-A is the holder of record of 969,225 shares of the Issuer’s Common Stock. Fund II-B is the holder of record of 57,496 shares of Issuer’s Common Stock.

Items 4(b) and 4(c) are hereby deleted and replaced in their entirety by the following:

(b) Percent of class: All calculations of beneficial ownership percentages are based on the Issuer’s report of having 14,130,674 shares of Common Stock issued and outstanding as of November 14, 2007, on Issuer’s Form 10-Q filed on November 14, 2007 (incorporated herein by reference). The percentages of beneficial ownership reported herein reflect the beneficial ownership if each of the Reporting Persons is deemed to be the beneficial owner of all of the shares of Common Stock held of record by the Funds.


CPS II	7.3	%

Fund II-A	7.3	%

Fund II-B	7.3	%

Berkeley	7.3	%

Hughes	7.3	%

Johnston	7.3	%

Warnock	7.3	%


(i) Sole power to vote or to direct the vote

CPS II			0

Fund II-A			0

Fund II-B			0

Berkeley			0

Hughes			0

Johnston			0

Page 9 of 13


Warnock			0

(ii) Shared power to vote or to direct the vote

CPS II			1,026,721

Fund II-A			1,026,721

Fund II-B			1,026,721

Berkeley			1,026,721

Hughes			1,026,721

Johnston			1,026,721

Warnock			1,026,721


(iii) Sole power to dispose or to direct the disposition of

CPS II			0

Fund II-A			0

Fund II-B			0

Berkeley			0

Hughes			0

Johnston			0

Warnock			0

(iv) Shared power to dispose or to direct the disposition of

CPS II			1,026,721

Fund II-A			1,026,721

Fund II-B			1,026,721

Berkeley			1,026,721

Hughes			1,026,721

Johnston			1,026,721

Warnock			1,026,721

Page 10 of 13

Exhibits

Exhibit 1 – Agreement regarding filing of joint Schedule 13G (attached).

Exhibit 2 – Power of Attorney for Richard M. Berkeley (previously filed as Exhibit 4 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

Exhibit 3 – Power of Attorney for Richard M. Johnston (previously filed as Exhibit 3 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

Exhibit 4 – Power of Attorney for David L. Warnock (previously filed as Exhibit 2 to Schedule 13D/A filed with respect to Concorde Career Colleges, Inc. on February 25, 2003, incorporated herein by reference).

Exhibit 5 – Form 10-Q (previously filed by AtriCure, Inc. on November 14, 2007, incorporated herein by reference).

Page 11 of 13

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: February 14, 2008


		Camden Partners Strategic Fund II-A, L.P.

		By:		Camden Partners Strategic II, LLC, its general partner

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

		Camden Partners Strategic Fund II-B, L.P.

		By:		Camden Partners Strategic II, LLC, its general partner

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

		Camden Partners Strategic II, LLC

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

Page 12 of 13


		Richard M. Berkeley

		/s/ Donald W. Hughes, Attorney-in-Fact


		Donald W. Hughes

		/s/ Donald W. Hughes


		Richard M. Johnston

		/s/ Donald W. Hughes, Attorney-in-Fact


		David L. Warnock

		/s/ Donald W. Hughes, Attorney-in-Fact

Page 13 of 13

EX-1 2 w48911aexv1.htm EX-1 exv1

Exhibit 1

Agreement of Joint Filing

Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13G (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: February 14, 2008


		Camden Partners Strategic Fund II-A, L.P.

		By:		Camden Partners Strategic II, LLC, its general partner

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

		Camden Partners Strategic Fund II-B, L.P.

		By:		Camden Partners Strategic II, LLC, its general partner

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member

		Camden Partners Strategic II, LLC

		/s/ Donald W. Hughes

		Name:		Donald W. Hughes
		Title:		Managing Member


		Richard M. Berkeley

		/s/ Donald W. Hughes, Attorney-in-Fact


		Donald W. Hughes

		/s/ Donald W. Hughes


		Richard M. Johnston

		/s/ Donald W. Hughes, Attorney-in-Fact


		David L. Warnock

		/s/ Donald W. Hughes, Attorney-in-Fact