whittemore-13g_091710.htm

0000899681-10-000462.txt : 20100921 0000899681-10-000462.hdr.sgml : 20100921 20100921151940 ACCESSION NUMBER: 0000899681-10-000462 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100921 DATE AS OF CHANGE: 20100921 GROUP MEMBERS: GEORGE F. LANDEGGER GROUP MEMBERS: PARSONS & WHITTEMORE ENTERPRISES CORP. GROUP MEMBERS: THE WHITTEMORE COLLECTION, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUIDED THERAPEUTICS INC CENTRAL INDEX KEY: 0000924515 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 582029543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51261 FILM NUMBER: 101082546 BUSINESS ADDRESS: STREET 1: 4955 AVALON RIDGE PKWY STREET 2: SUITE 300 CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7702428723 MAIL ADDRESS: STREET 1: 4955 AVALON RIDGE PKWY STREET 2: SUITE 300 CITY: NORCROSS STATE: GA ZIP: 30071 FORMER COMPANY: FORMER CONFORMED NAME: SPECTRX INC DATE OF NAME CHANGE: 19970226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Whittemore Collection Ltd CENTRAL INDEX KEY: 0001500423 IRS NUMBER: 133595050 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4 INTERNATIONAL DRIVE CITY: RYE BROOK STATE: NY ZIP: 10573 BUSINESS PHONE: 914-937-9009 MAIL ADDRESS: STREET 1: 4 INTERNATIONAL DRIVE CITY: RYE BROOK STATE: NY ZIP: 10573 SC 13G 1 whittemore-13g_091710.htm SCHEDULE 13G whittemore-13g_091710.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Guided Therapeutics, Inc.

Name of Issuer

Common Stock, par value $0.001 per share

(Title of Class of Securities)

40171F105

(CUSIP Number)

September 10, 2010

(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)

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 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 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).

SCHEDULE 13G
CUSIP No.: 40171F105			Page 2 of 9 Pages


1	NAMES OF REPORTING PERSONS:

	The Whittemore Collection, Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	[ X ]
				(b)	[__]

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER	0

		6	SHARED VOTING POWER	2,838,050

		7	SOLE DISPOSITIVE POWER	0

		8	SHARED DISPOSITIVE POWER	2,838,050


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,838,050


10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:				[__]


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

	6.2%


12	TYPE OF REPORTING PERSON:

	CO

SCHEDULE 13G
CUSIP No.: 40171F105			Page 3 of 9 Pages


1	NAMES OF REPORTING PERSONS:

	Parsons & Whittemore Enterprises Corp.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	[ X ]
				(b)	[__]

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	2,838,050

		7	SOLE DISPOSITIVE POWER	0

		8	SHARED DISPOSITIVE POWER	2,838,050


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,838,050


10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:				[__]


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

	6.2%


12	TYPE OF REPORTING PERSON:

	CO

SCHEDULE 13G
CUSIP No.: 40171F105			Page 4 of 9 Pages


1	NAMES OF REPORTING PERSONS:

	George F. Landegger

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	[ X ]
				(b)	[__]

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	0

		6	SHARED VOTING POWER	4,196,075

		7	SOLE DISPOSITIVE POWER	0

		8	SHARED DISPOSITIVE POWER	4,196,075


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	4,196,075


10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:				[__]


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

	9.1%


12	TYPE OF REPORTING PERSON:

	IN

SCHEDULE 13G
CUSIP No.: 40171F105			Page 5 of 9 Pages

ITEM 1(a)	NAME OF ISSUER:

	Guided Therapeutics, Inc.

ITEM 1(b)	ADDRESS OF ISSUER’S PRINICIPAL EXECUTIVE OFFICES:

	5835 Peachtree Corners East, Suite D Norcross, GA 30092

ITEM 2(a)	NAME OF PERSON FILING:

	This statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

	(i) The Whittemore Collection, Ltd.

	(ii) Parsons & Whittemore Enterprises Corp.

	(iii) George F. Landegger

ITEM 2(b)	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

	4 International Drive Rye Brook, New York 10573

ITEM 2(c)	CITIZENSHIP:

	(i) The Whittemore Collection, Ltd. is a corporation organized under the laws of the State of New York. (ii) Parsons & Whittemore Enterprises Corp. is a corporation organized under the laws of the State of Delaware. (iii) George F. Landegger is an individual having citizenship in the United States.

ITEM 2(d)	TITLE OF CLASS OF SECURITIES: Common Stock


ITEM 2(e)	CUSIP NUMBER: 40171F105


ITEM 3	IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE FILING PERSON IS:

	(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8); (e) [ ] An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

SCHEDULE 13G
CUSIP No.: 40171F105			Page 6 of 9 Pages

	(j) [ ] A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); (k) [ ] Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

ITEM 4	OWNERSHIP:

	This statement relates to securities held for the account of: (i) The Whittemore Collection, Ltd., a New York corporation (“TWC”); and (ii) George F. Landegger, an individual having citizenship in the United States. Prior to September 10, 2010, TWC beneficially owned 122,000 shares of common stock of the Issuer, par value $0.001 (“Common Stock”). On September 10, 2010, TWC purchased an additional 2,469,136 shares of Common Stock and a warrant to purchase 246,914 shares of Common Stock pursuant to that certain Private Sale of Common Stock and Stock Warrant Subscription Agreement, dated August 27, 2010, between the Issuer and TWC. In addition, on September 10, 2010, Mr. Landegger, in his personal capacity, purchased 1,234,568 shares of Common Stock and a warrant to purchase 123,457 shares of Common Stock pursuant to that certain Private Sale of Common Stock and Stock Warrant Subscription Agreement, dated August 27, 2010, between the Issuer and Mr. Landegger. Parsons & Whittemore Enterprises Corp., a Delaware corporation (“PWE”), is the sole shareholder of TWC, and, in such capacity, may be deemed to beneficially own the Common Stock reported herein which is deemed beneficially owned by TWC. Mr. Landegger is the Chairman and President of TWC and owns the majority of voting shares of PWE, and, in such capacities, may be deemed to beneficially own the shares of Common Stock reported herein which are deemed beneficially owned by PWE and TWC.

	(i) For The Whittemore Collection, Ltd.:

	(a) Amount beneficially owned: 2,838,050

	(b) Percent of class: 6.2%

	(c) Number of shares as to which the person has:

	(i) Sole power to vote or direct the vote: 0

	(ii) Shared power to vote or direct the vote: 2,838,050

	(iii) Sole power to dispose or direct the disposition of: 0

	(iv) Shared power to dispose or direct the disposition of: 2,838,050

	(ii) For Parsons & Whittemore Enterprises Corp.:

	(a) Amount beneficially owned: 2,838,050

	(b) Percent of class: 6.2%

	(c) Number of shares as to which the person has:

	(i) Sole power to vote or direct the vote: 0

	(ii) Shared power to vote or direct the vote: 2,838,050

	(iii) Sole power to dispose or direct the disposition of: 0

	(iv) Shared power to dispose or direct the disposition of: 2,838,050

	(iii) For George F. Landegger:

	(a) Amount beneficially owned: 4,196,075

	(b) Percent of class: 9.1%

	(c) Number of shares as to which the person has:

	(i) Sole power to vote or direct the vote: 0

	(ii) Shared power to vote or direct the vote: 4,196,075

	(iii) Sole power to dispose or direct the disposition of: 0

SCHEDULE 13G
CUSIP No.: 40171F105			Page 7 of 9 Pages


	(iv) Shared power to dispose or direct the disposition of: 4,196,075

ITEM 5	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.


ITEM 6	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

	Not Applicable.

ITEM 8	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

	See Exhibit 99.1

ITEM 9	NOTICE OF DISSOLUTION OF GROUP.

	Not Applicable.

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 that purpose or effect.

SCHEDULE 13G
CUSIP No.: 40171F105			Page 8 of 9 Pages

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.

September 20, 2010

	The Whittemore Collection, Ltd.

	By:	/s/ George F. Landegger
	Name:	George F. Landegger
	Title:	Chairman and President

	Parsons & Whittemore Enterprises Corp.

	By:	/s/ George F. Landegger
	Name:	George F. Landegger
	Title:	Chairman and President


	/s/ George F. Landegger
	George F. Landegger

SCHEDULE 13G
CUSIP No.: 40171F105			Page 9 of 9 Pages

EXHIBIT INDEX

Exhibit Number	Exhibit

99.1	Joint Filing Agreement, dated September 20, 2010 by and among the Reporting Persons.

EX-99.1 2 whittemore-ex991_091710.htm JOINT FILING AGREEMENT whittemore-ex991_091710.htm

EXHIBIT 99.1 - JOINT FILING AGREEMENT

The undersigned hereby agree that the Schedule 13G with respect to the shares of common stock of Guided Therapeutics, Inc., dated as of September 20, 2010, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

September 20, 2010

	The Whittemore Collection, Ltd.

	By:	/s/ George F. Landegger
	Name:	George F. Landegger
	Title:	Chairman and President

	Parsons & Whittemore Enterprises Corp.

	By:	/s/ George F. Landegger
	Name:	George F. Landegger
	Title:	Chairman and President

	/s/ George F. Landegger
	George F. Landegger