0001021771-05-000027.txt : 20120705
0001021771-05-000027.hdr.sgml : 20120704
20050127124457
ACCESSION NUMBER: 0001021771-05-000027
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050127
DATE AS OF CHANGE: 20050127
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GAGNON NEIL
CENTRAL INDEX KEY: 0001070170
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 1775 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10019
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ROCHESTER MEDICAL CORPORATION
CENTRAL INDEX KEY: 0000868368
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 411613227
STATE OF INCORPORATION: MN
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-41264
FILM NUMBER: 05552899
BUSINESS ADDRESS:
STREET 1: ONE ROCHESTER MEDICAL DR
CITY: STEWARTVILLE
STATE: MN
ZIP: 55976
BUSINESS PHONE: 5075339600
MAIL ADDRESS:
STREET 1: ONE ROCHESTER MEDICAL DR
CITY: STEWARTVILLE
STATE: MN
ZIP: 55976
SC 13G/A
1
amendment2.txt
SCHEDUEL 13G/A2 - ROCHESTER MEDICAL CORPORATION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-
2(b)
(Amendment No. 2)1
Rochester Medical Corporation
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(Name of Issuer)
Common Stock, without par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
771497 10 4
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2004
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check 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)
-------------
1The 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 ("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).
--------------------- ----------------------------
CUSIP NO. 771497 10 4 Page 2 of 6 Pages
----------- -- -
--------------------- ----------------------------
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
Neil Gagnon
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
128,032
NUMBER OF ---------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 72,110
EACH ---------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 126,477
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
297,370
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
423,847
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
Rochester Medical Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
One Rochester Medical Drive
Stewartville, Minnesota 55976
Item 2(a) Name of Person Filing:
Neil Gagnon
Item 2(b) Address of Principal Business Office or, if none, Residence:
1370 Avenue of the Americas
Suite 2002
New York, NY 10019
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Shares, without par value
Item 2(e) CUSIP Number:
771497 10 4
Item 3 If this Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable
Item 4 Ownership.
Item 4(a) Amount Beneficially Owned:
As of December 31, 2004, Neil Gagnon beneficially owned 423,847 shares of
Common Stock of Rochester Medical Corporation, which amount includes (i) 80,665
shares beneficially owned by Mr. Gagnon over which he has sole voting and sole
dispostive power; (ii) 1,555 shares beneficially owned by Mr. Gagnon over which
he has sole voting and shared dispositive power; (iii) 40,985 shares
beneficially owned by Lois Gagnon, Mr. Gagnon's wife, over which Mr. Gagnon has
shared voting and shared dispositive power; (iv) 365 shares beneficially owed by
Mr. Gagnon and Mrs. Gagnon as Joint Tenants
with Rights of Survivorship, over which he has shared voting and shared
dispositive power; (v) 15,990 shares held by the Lois E. and Neil E. Gagnon
Foundation (the "Foundation"), of which Mr. Gagnon is a trustee and over which
Mr. Gagnon has shared voting and shared dispositive power; (vi) 14,770 shares
held by the Gagnon Family Limited Partnership (the "Partnership") of which Mr.
Gagnon is a partner and over which Mr. Gagnon has shared voting and shared
dispositive power; (vii) 11,525 shares held by the Gagnon Grandchildren Trust
(the "Trust") over which Mr. Gagnon has shared dispositive but no voting power;
(viii) 45,282 shares held by a hedge fund (of which Mr. Gagnon is the principal)
over which Mr. Gagnon has sole dispositive and sole voting power; (ix) 530
shares held by the Gagnon Securities LLC P/S Plan (the "Plan") (of which Mr.
Gagnon is a Trustee) over which Mr. Gagnon has sole dispositive and sole voting
power; and (x) 212,180 shares held for certain customers of Gagnon Securities
LLC (of which Mr. Gagnon is the Managing Member and the principal owner) over
which shares Mr. Gagnon has shared dispositive but no voting power.
Item 4(b) Percent of Class:
7.8% beneficially owned by Mr. Gagnon. Calculation of percentage of
beneficial ownership is based on 5,451,150 shares of Issuer's Common Stock
outstanding on December 8, 2004 as reported by the Issuer in its Annual Report
filed on Form 10-K for the fiscal year ended September 30, 2004.
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 128,032
(ii) shared power to vote or to direct the vote: 72,110
(iii) sole power to dispose or to direct the disposition of: 126,477
(iv) shared power to dispose or to direct the disposition of: 297,370
Items 5-9. Not applicable.
Filing of this statement by the Reporting Person shall not be deemed an
admission that he beneficially owns the securities reported herein as held in
customer accounts at Gagnon Securities LLC or by the Foundation, the
Partnership, the Trust or the Plan. Mr. Gagnon expressly disclaims beneficial
ownership of all securities held in such customer accounts or by the Foundation,
the Partnership, the Trust or the Plan. No single client's interest as reported
in the customer accounts at Gagnon Securities LLC exceeds 5% of the outstanding
Common Stock.
Item 10 Certification.
By signing below I certify that, to the best of my 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.
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.
January 25, 2005
-------------------------------
Date
/s/ Neil Gagnon
-------------------------------
Neil Gagnon