-----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, NKpX0UVmDDh8i1Az03gmwKLIfcp5413glL8t+mhlo4teAwtW5fMpT3ZH9KgnTn5w veW0CphCXzOqqfu3Lp9RAw== 0001162675-09-000027.txt : 20090312 0001162675-09-000027.hdr.sgml : 20090312 20090312165636 ACCESSION NUMBER: 0001162675-09-000027 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090312 DATE AS OF CHANGE: 20090312 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASPECT MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000886235 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042985553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59557 FILM NUMBER: 09676388 BUSINESS ADDRESS: STREET 1: ONE UPLAND ROAD CITY: NORWOOD STATE: MA ZIP: 02062-1546 BUSINESS PHONE: (617) 559-7000 MAIL ADDRESS: STREET 1: ONE UPLAND ROAD CITY: NORWOOD STATE: MA ZIP: 02062-1546 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COGHILL CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001162675 IRS NUMBER: 364191886 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1 N WACKER DR STREET 2: STE 4350 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123242000 MAIL ADDRESS: STREET 1: 1 N WACKER DR STREET 2: STE 4350 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D 1 aspm090311.txt ASPM 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Aspect Medical Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 045235108 - -------------------------------------------------------------------------------- (CUSIP Number) Clint Coghill Coghill Capital Management 1 N Wacker Dr. Ste. #4350 Chicago, IL 60606 312-324-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 11, 2009 - -------------------------------------------------------------------------------- (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 Rule13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [x] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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). ================================================================================ - ------------------- ----------- CUSIP NO. 045235108 13D PAGE 2 OF 8 - ------------------- ----------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). CCM Master Qualified Fund, Ltd.* 98-0363044 Coghill Capital Management, LLC.+* 36-4313801 Clint D. Coghill+* - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)[ ] (b)[x] - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------- ----------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CCM Master Qualified Fund, Ltd.* - Cayman Islands Coghill Capital Management, LLC.+* - Delaware, USA Clint D. Coghill+* - USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------ ------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,798,515 OWNED BY EACH ------ ------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------ ------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,798,515 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,798,515 - -------- ----------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2% - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CCM Master Qualified Fund, Ltd.* - CO Coghill Capital Management, LLC.+* - IA Clint D. Coghill+* - IN - -------------------------------------------------------------------------------- - ------------------- ----------- CUSIP NO. 045235108 13D PAGE 3 OF 8 - ------------------- ----------- Schedule 13D Item 1. Security and Issuer. ------------------- This statement relates to the Common Stock, of Aspect Medical Systems, Inc. (the "Issuer"). The address of the Issuer's principal offices is: 141 Needham Street Newton, MA 02464-1505 United States Item 2. Identity and Background. ----------------------- (a) The name of the reporting persons are: CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and Clint D. Coghill+*. (b) The address of principal business office is: 1 N. Wacker Dr. Ste. #4350 Chicago, IL 60606 (c) Coghill Capital Management LLC+*, is an investment advisor. (d) During the five years prior to the date hereof, CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and or Clint D. Coghill+* have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the five years prior to the date hereof, CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and or Clint D. Coghill+* have not been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding a violation with respect to such laws. (f) Coghill Capital Management, LLC is incorporated in Delaware, USA. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Working Capital of CCM Master Qualified Fund, Ltd.* - ------------------- ----------- CUSIP NO. 045235108 13D PAGE 4 OF 8 - ------------------- ----------- Item 4. Purpose of Transaction. ---------------------- The Reporting Persons plan to engage in discussions with management and representatives of the board of directors of the Issuer concerning its capital and cost structure, its direction and leadership, and various strategic alternatives including potential extraordinary transactions that could result in a change of control of the Issuer. The Reporting Persons intend to continue to closely evaluate the performance of the Issuer, including, but not limited to, its share price, business, assets, operations, financial condition, capital structure, management and prospects. Depending upon the outcome of their discussions with the Issuer, the Reporting Persons reserve the right to formulate a plan or proposal with respect to the Issuer, including a plan or proposal that could result in any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. Further the Reporting Persons reserve the right revise their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies, market conditions, and subsequent developments affecting the Issuer. The Reporting Persons have not at this time elected to pursue any particular course of action. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth above, relate to, or would result in, any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. (1) acquire additional securities of the Issuer, or dispose of securities of the Issuer which the Reporting Persons hold, (2) seek to cause the Issuer to enter into an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (3) seek to cause the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (4) seek changes in the present board of directors or management of the Issuer, including proposals to change the number or term of directors, (5) seek material changes in the present capitalization or dividend policy of the Issuer, (6) seek other material changes in the Issuer's business or corporate structure, (7) seek changes in the Issuer's Articles of Incorporation and By-laws or take other actions which may impede the acquisition of control of the Issuer by any person, (8) seek to cause a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (9) seek to cause a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Act") or (10) take any action similar to any of those enumerated above, or any other action the Reporting Persons may determine to be in their interest. Although the Reporting Persons intends to have discussions with representatives of the Issuer regarding its business prospects and strategy and various strategic alternatives, the Reporting Persons have no definitive plans or proposals related to the items described in (1) through (10) above, and have not elected to pursue any particular course of action. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and Clint D. Coghill+* have beneficial ownership of 2,798,515 shares (16.2%). - ------------------- ----------- CUSIP NO. 045235108 13D PAGE 5 OF 8 - ------------------- ----------- (b) Number of Shares as to which CCM Master Qualified Fund, Ltd*, Coghill Capital Management, LLC+*, and Clint D. Coghill+* have: (i) sole power to vote or to direct the vote: 0 shares of Common Stock. (ii) shared power to vote or to direct the vote: 2,798,515 shares of Common Stock (16.2%). (iii) sole power to dispose or to direct the disposition: 0 shares of Common Stock. (iv) shared power to dispose or to direct the disposition: 2,798,515 shares of Common Stock (16.2%). - ------------------- ----------- CUSIP NO. 045235108 13D PAGE 6 OF 8 - ------------------- ----------- (c) Transaction occurring during the past sixty days: N/A (d) N/A (e) N/A Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect ------------------------------------------------------------------- to Securities of the Issuer. --------------------------- In addition to the Shares beneficially held by the Reporting Persons, between August 22, 2006 and August 31, 2007, the CCM Master Qualified Fund, Ltd. (the "Master Fund") entered into certain total return equity swap agreements (the "Swaps") with securities brokers relating to 488,478 shares in the aggregate (the "Reference Shares"). Under the terms of these Swaps (i) the Master Fund will be obligated to pay to the broker any capital depreciation of the Reference Shares as of maturity, plus interest, and (ii) the broker will be obligated to pay to the Master Fund any capital appreciation of the Reference Shares as of maturity. Any dividends received by the broker on the Reference Shares during the term of the Swaps will be paid to the Master Fund. All balances will be cash settled at maturity and there will be no transfer of voting or dispositive power over the Reference Shares. Item 7. Material to be Filed as Exhibits. -------------------------------- Explanation of Responses: * The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein. + Principal of the investment manager or investment manager to the investment management entity in whose account the reported securities are held - ------------------- ----------- CUSIP NO. 045235108 13D PAGE 7 OF 8 - ------------------- ----------- 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. Date: March 11, 2009 /S/ Clint D. Coghill+* - ---------------------------- Clint D. Coghill+* /S/ Coghill Capital Management, LLC+* - ---------------------------- Coghill Capital Management, LLC+* /S/ CCM Qualified Master Fund, Ltd.* - ---------------------------- CCM Qualified Master Fund, Ltd.* - ------------------- ----------- CUSIP NO. 045235108 13D PAGE 8 OF 8 - ------------------- ----------- Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the the undersigned agrees that this Schedule 13D dated March 11, 2009 and relating to the Common Stock, par value $0.01 of ASPECT MEDICAL SYSTEMS, INC. (ASPM) shall be filed on behalf of the undersigned. _____/s/ Clint D. Coghill+*_____ _________ March 11, 2009__________ Clint D. Coghill+* Date Signature of Reporting Person Coghill Capital Management, L.L.C.+* __By:/s/ Clint D. Coghill+*_____ _________ March 11, 2009__________ Clint D. Coghill+* Date Managing Member CCM Master Qualified Fund, Ltd.* __By:/s/ Clint D. Coghill_______ _________ March 11, 2009__________ Clint D. Coghill Date Director -----END PRIVACY-ENHANCED MESSAGE-----