-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/nOOqI7M5z+PF1zlsjB6pSDDHZTQ4Q8P+l2hQPVeTTGcl8oyZt2f4fNyBi2A3fj r6aJUOydkHV8GeOHUmS6Gg== 0000908645-99-000058.txt : 19990215 0000908645-99-000058.hdr.sgml : 19990215 ACCESSION NUMBER: 0000908645-99-000058 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MATRITECH INC/DE/ CENTRAL INDEX KEY: 0000884847 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042985132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42490 FILM NUMBER: 99534752 BUSINESS ADDRESS: STREET 1: 330 NEVADA ST CITY: NEWTON STATE: MA ZIP: 02160 BUSINESS PHONE: 6176616660 MAIL ADDRESS: STREET 1: 330 NEVADA STREET CITY: NEWTON STATE: MA ZIP: 02160-1458 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORSTMANN LEFF ASSOCIATES INC CENTRAL INDEX KEY: 0000917297 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 55 EAST 52ND ST CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-644-9888 MAIL ADDRESS: STREET 1: 55 EAST 52ND ST CITY: NEW YORK STATE: NY ZIP: 10055 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3)* Matritech, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 576818108 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] 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 ("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). 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forstmann-Leff Associates Inc. 13-3131718 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER NUMBER OF SHARES 101,100 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 2,115,650 shares PERSON WITH 7 SOLE DISPOSITIVE POWER 101,100 shares 8 SHARED DISPOSITIVE POWER 2,115,650 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,216,750 shares (includes shares beneficially owned by FLA Asset Management Inc. and FLA Advisers L.L.C.) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.9% 12 TYPE OF REPORTING PERSON IA, CO 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FLA Asset Management, Inc. 13-29256626 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 31,900 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 31,900 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,900 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12 TYPE OF REPORTING PERSON IA, CO 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FLA Advisers L.L.C. 13-3942422 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 2,083,750 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 2,083,750 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,083,750 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2% 12 TYPE OF REPORTING PERSON IA, OO Item 1(a) NAME OF ISSUER: Matritech, Inc. Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 330 Nevada Street Newton, MA 02460 Item 2(a) NAME OF PERSON FILING: See Item 1 of the cover pages attached hereto Item 2(b) Address of Principal Business Office, or if none, residence: 590 Madison Avenue New York, New York 10022 Item 2(c) CITIZENSHIP: See Item 4 of the cover pages attached hereto Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 Item 2(e) CUSIP NUMBER: 576818108 Item 3 Forstmann-Leff Associates Inc., a New York corporation, is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (the "Act"). FLA Asset Management Inc., a Delaware corporation, is a registered investment adviser under the Act and a subsidiary of Forstmann-Leff Associates Inc. FLA Advisers L.L.C., a New York limited liability company, is a registered investment adviser under the Act whose managing members are principals of Forstmann-Leff Associates Inc. Item 4 OWNERSHIP: (a) Amount beneficially owned: See Item 9 of the cover pages attached hereto (b) Percent of Class: See Item 11 of the cover pages attached hereto (c) See Items 5 through 8 of the cover pages attached hereto 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: Various clients of the reporting persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Matritech, Inc. No one client's interest in the Common Stock of Matritech, Inc. is a more than five percent of the total outstanding Common Stock. Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable Item 9 NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10 CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. SIGNATURES 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. February 11, 1999 FORSTMANN-LEFF ASSOCIATES INC. By: /s/ Peter A. Lusk Peter A. Lusk Executive Vice President FLA ASSET MANAGEMENT INC. By: /s/ Peter A. Lusk Peter A. Lusk Executive Vice President FLA ADVISERS L.L.C. By: /s/ Peter A. Lusk Peter A. Lusk Managing Member Exhibit A AGREEMENT The undersigned, Forstmann-Leff Associates Inc., FLA Asset Management Inc. and FLA Advisers L.L.C., agree that the statement to which this exhibit is appended is filed on behalf of each of them. February 11, 1999 FORSTMANN-LEFF ASSOCIATES INC. By: /s/ Peter A. Lusk Peter A. Lusk Executive Vice President FLA ASSET MANAGEMENT INC. By: /s/ Peter A. Lusk Peter A. Lusk Executive Vice President FLA ADVISERS L.L.C. By: /s/ Peter A. Lusk Peter A. Lusk Managing Member -----END PRIVACY-ENHANCED MESSAGE-----