0001341004-13-001168.txt : 20131108 0001341004-13-001168.hdr.sgml : 20131108 20131108153827 ACCESSION NUMBER: 0001341004-13-001168 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131108 DATE AS OF CHANGE: 20131108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDICA INC CENTRAL INDEX KEY: 0001178104 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943287832 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81663 FILM NUMBER: 131204505 BUSINESS ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-364-9975 MAIL ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Applied Medical Corp CENTRAL INDEX KEY: 0001534727 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 272245891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22872 AVENIDA EMPRESA CITY: RANCHO SANTA MARGARITA STATE: CA ZIP: 92688 BUSINESS PHONE: (949) 713-8000 MAIL ADDRESS: STREET 1: 22872 AVENIDA EMPRESA CITY: RANCHO SANTA MARGARITA STATE: CA ZIP: 92688 SC 13D/A 1 sc13da2.htm SC 13D/A sc13da2.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 2)

Cardica, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
14141R101
(CUSIP Number)
 
Samir Tall
Chief Financial Officer
Applied Medical Corporation
22872 Avenida Empresa
Rancho Santa Margarita, California 92688
(949) 713-8000
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 

Copies to:
Gregg A. Noel, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000

November 6, 2013
(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 that 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 [_].
 
 
 
 
 
 
CUSIP No. 14141R101

1.
NAMES OF REPORTING PERSONS:  Applied Medical Corporation
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     [     ]
(b)     [ X ]
 
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
[WC]
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,808,2211
 
8.
SHARED VOTING POWER
0
 
9.
SOLE DISPOSITIVE POWER
2,808,2211
 
10.
SHARED DISPOSITIVE POWER
0
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,808,221
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                                                               [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.5%2
 
14.
TYPE OF REPORTING PERSON
CO
 
 

1 Sole voting power and sole dispositive power are held indirectly through control of Applied Medical Resources Corporation, a California corporation, a wholly owned subsidiary of the reporting person.

2 Based on 51,095,792 shares of Common Stock outstanding as of September 18, 2013, as disclosed in the Issuer’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on October 8, 2013.
 
 
 
 

This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Schedule 13D originally filed February 21, 2012 (the “Original Filing”), as amended by Amendment No. 1 filed on August 13, 2013 (“Amendment No. 1” and together with the Original Filing, the “Schedule 13D”) by Applied Medical Corporation, a Delaware corporation (the “Company”), relating to the common stock, par value $0.001 per share (the “Common Stock”), of Cardica, Inc., a Delaware corporation (the “Issuer”).  Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D.

The Schedule 13D is amended to make the following changes:

Item 4.   Purpose of Transaction.

The last paragraph of Item 4 of the Schedule 13D is hereby amended by replacing such paragraph in its entirety with the following:

On August 12, 2013, following a review of its investment in the Issuer, the Company determined to sell up to 500,000 shares of the Issuer’s Common Stock.  Following a further review of such investment, the Company has determined to sell up to an additional 500,000 shares of Common Stock owned by it.  The Company intends to use a financial advisor to assist the Company with the disposition of such shares which may be effected through open market transactions, private agreements or other transactions.
 
Item 5.   Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

The following information with respect to the ownership of Common Stock by the Company is provided as of November 7, 2013:

AMRC beneficially owns 2,808,221 shares of Common Stock, or approximately 5.5% of the number of shares of the Issuer’s Common Stock outstanding as of September 18, 2013. The Company, as the sole stockholder of AMRC, may be deemed to beneficially own the shares of Common Stock beneficially owned by AMRC.  To the knowledge of the Company, none of the Schedule A Persons beneficially owns any shares of Common Stock.

The Company, through its control of AMRC, has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, the shares of Common Stock held by AMRC.

The information contained in Items 3 and 4 of this Statement is hereby incorporated by reference into this Item 5. Other than as set forth on Schedule B hereto, neither the Company nor, to the best knowledge of the Company, any of the Schedule A Persons has effected any transactions in the Common Stock during the past 60 days.
 

 
 
 


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:   November 8, 2013
 
 
APPLIED MEDICAL CORPORATION
       
 
By:  
 
/s/ Samir Tall
  
   
Name:  
Samir Tall
  
   
Title:
Chief Financial Officer
  



 
 
 

Schedule B
 
The following table sets forth all transactions with respect to shares of Common Stock of the Issuer effected by the Company during the past sixty (60) days.  All such transactions were effected in the open market through a broker-dealer.  The prices indicated are exclusive of commissions, and for dates where multiple sales were executed, the price indicated represents the weighted average price per share of sales that were executed on such date within the range of prices indicated.  The Company undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of shares sold at each separate price.
 
 
Selling Entity
  
Transaction Date
  
Quantity Sold
  
Weighted Average price per share
  
Price Range for Shares Sold
Applied Medical Resources Corporation
  
9/9/2013
  
11,200
  
$1.23
  
$1.21 – $1.25
Applied Medical Resources Corporation
  
9/10/2013
  
8,600
  
$1.22
  
$1.18 – $1.24
Applied Medical Resources Corporation
  
9/11/2013
  
6,300
  
$1.20
  
$1.19 – $1.22
Applied Medical Resources Corporation
  
9/12/2013
  
11,200
  
$1.18
  
$1.17 – $1.19
Applied Medical Resources Corporation
  
9/13/2013
  
5,100
  
$1.19
  
$1.18 – $1.21
Applied Medical Resources Corporation
  
9/16/2013
  
5,200
  
$1.18
  
$1.17 – $1.21
Applied Medical Resources Corporation
  
9/17/2013
  
6,100
  
$1.17
  
$1.17 – $1.18
Applied Medical Resources Corporation
  
9/18/2013
  
8,500
  
$1.18
  
$1.17 – $1.18
Applied Medical Resources Corporation
  
9/19/2013
  
2,300
  
$1.19
  
$1.19 – $1.19
Applied Medical Resources Corporation
  
9/20/2013
  
2,700
  
$1.19
  
$1.18 – $1.20
Applied Medical Resources Corporation
  
9/23/2013
  
3,501
  
$1.25
  
$1.23 – $1.26
Applied Medical Resources Corporation
  
9/24/2013
  
4,000
  
$1.24
  
$1.20 – $1.28
Applied Medical Resources Corporation
  
9/25/2013
  
8,500
  
$1.20
  
$1.20 – $1.22
Applied Medical Resources Corporation
  
9/26/2013
  
50,000
  
$1.24
  
$1.19 – $1.29
Applied Medical Resources Corporation
  
9/27/2013
  
12,400
  
$1.28
  
$1.25 – $1.32
Applied Medical Resources Corporation
  
9/30/2013
  
7,100
  
$1.28
  
$1.27 – $1.32
Applied Medical Resources Corporation
  
10/1/2013
  
11,300
  
$1.23
  
$1.21 – $1.28
Applied Medical Resources Corporation
  
10/2/2013
  
3,700
  
$1.22
  
$1.21 – $1.22
Applied Medical Resources Corporation
  
10/3/2013
  
6,500
  
$1.20
  
$1.19 – $1.22
Applied Medical Resources Corporation
  
10/4/2013
  
4,400
  
$1.23
  
$1.20 – $1.26
Applied Medical Resources Corporation
  
10/7/2013
  
3,100
  
$1.19
  
$ 1.19 – $1.20
Applied Medical Resources Corporation
  
10/8/2013
  
4,900
  
$1.19
  
$1.18 – $1.21
Applied Medical Resources Corporation
  
10/9/2013
  
4,900
  
$1.18
  
$1.16 – $1.19
Applied Medical Resources Corporation
  
10/10/2013
  
8,700
  
$1.21
  
$1.16 – $1.24
Applied Medical Resources Corporation
  
10/11/2013
  
34,140
  
$1.29
  
$1.21 – $1.35
Applied Medical Resources Corporation
  
10/14/2013
  
45,680
  
$1.30
  
$1.25 – $1.33
Applied Medical Resources Corporation
  
10/15/2013
  
3,100
  
$1.29
  
$1.25 – $1.31
Applied Medical Resources Corporation
  
10/16/2013
  
5,500
  
$1.22
  
$1.16 – $1.27
Applied Medical Resources Corporation
  
10/17/2013
  
9,300
  
$1.24
  
$1.22 – $1.26
Applied Medical Resources Corporation
  
10/18/2013
  
4,979
  
$1.26
  
$1.25 – $1.27
Applied Medical Resources Corporation
  
10/21/2013
  
7,200
  
$1.25
  
$1.25 – $1.26
Applied Medical Resources Corporation
  
10/22/2013
  
13,039
  
$1.22
  
$1.20 – $1.24
Applied Medical Resources Corporation
  
10/23/2013
  
3,000
  
$1.22
  
$1.21 – $1.23
Applied Medical Resources Corporation
  
10/24/2013
  
4,600
  
$1.22
  
$1.22 – $1.24
Applied Medical Resources Corporation
  
10/25/2013
  
2,936
  
$1.21
  
$1.20 – $1.23
Applied Medical Resources Corporation
  
10/28/2013
  
3,300
  
$1.20
  
$1.19 – $1.21
Applied Medical Resources Corporation
  
10/29/2013
  
100
  
$1.21
  
$1.21 – $1.21
Applied Medical Resources Corporation
  
10/30/2013
  
3,200
  
$1.21
  
$1.20 – $1.22
Applied Medical Resources Corporation
  
10/31/2013
  
1,500
  
$1.22
  
$1.21 – $1.23
Applied Medical Resources Corporation
  
11/1/2013
  
2,739
  
$1.20
  
$1.20 – $1.21
Applied Medical Resources Corporation
  
11/4/2013
  
4,500
  
$1.19
  
$1.19 – $1.20
Applied Medical Resources Corporation
  
11/5/2013
  
7,000
  
$1.17
  
$1.16 – $1.19
Applied Medical Resources Corporation
  
11/6/2013
  
26,600
  
$1.17
  
$1.16 – $1.18
Applied Medical Resources Corporation
  
11/7/2013
  
2,600
  
$1.16
  
$1.16 – $1.17