0000898432-05-000228.txt : 20120626
0000898432-05-000228.hdr.sgml : 20120626
20050307172136
ACCESSION NUMBER: 0000898432-05-000228
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050307
DATE AS OF CHANGE: 20050307
GROUP MEMBERS: AFB FUND LLC
GROUP MEMBERS: BLUMBERG CAPITAL ADVISORS, L.L.C.
GROUP MEMBERS: BLUMBERG CAPITAL MANAGEMENT, L.L.C.
GROUP MEMBERS: BLUMBERG LIFE SCIENCES FUND, L.P.
GROUP MEMBERS: BLUMBERG LIFE SCIENCES FUND, LTD.
GROUP MEMBERS: LOUIS BLUMBERG
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CAMBRIDGE HEART INC
CENTRAL INDEX KEY: 0000913443
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
IRS NUMBER: 133679946
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-46607
FILM NUMBER: 05664779
BUSINESS ADDRESS:
STREET 1: ONE OAK PARK DR
CITY: BEDFORD
STATE: MA
ZIP: 01730
BUSINESS PHONE: 7812711200
MAIL ADDRESS:
STREET 1: ONE OAK PARK DR
CITY: BEDFORD
STATE: MA
ZIP: 01730
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BLUMBERG LAURENCE J
CENTRAL INDEX KEY: 0001239965
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 153 EAST 53RD ST
STREET 2: 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2125215186
SC 13D/A
1
sch13d-a.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1*
NAME OF ISSUER: Cambridge Heart, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value per share.
CUSIP NUMBER: 131910101
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS:
Laurence J. Blumberg
c/o Blumberg Capital Management, L.L.C.
153 East 53rd Street, 48th Floor
New York, NY 10022
(212) 521-5816
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: December 8, 2004
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: [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 (the "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.: 131910101
1. NAME OF REPORTING PERSON: Laurence J. Blumberg
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: AF, WC, PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
7. SOLE VOTING POWER: 316,500 shares
8. SHARED VOTING POWER: 1,146,899 shares
9. SOLE DISPOSITIVE POWER: 316,500 shares
10. SHARED DISPOSITIVE POWER: 1,146,899 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 1,463,399 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes No x
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.68%
14. TYPE OF REPORTING PERSON: IN
2
CUSIP NO.: 131910101
1. NAME OF REPORTING PERSON: Blumberg Capital Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: AF, WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 1,146,899 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 1,146,899 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 1,146,899 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes No x
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.89%
14. TYPE OF REPORTING PERSON: IA, OO
3
CUSIP NO.: 131910101
1. NAME OF REPORTING PERSON: Blumberg Capital Advisors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: AF, WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 1,009,970 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 1,009,970 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 1,009,970 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes No x
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.55%
14. TYPE OF REPORTING PERSON: IA, OO
4
CUSIP NO.: 131910101
1. NAME OF REPORTING PERSON: Blumberg Life Sciences Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: AF, WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 1,009,970 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 1,009,970 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 1,009,970 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes No x
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.55%
14. TYPE OF REPORTING PERSON: PN, IV
5
CUSIP NO.: 131910101
1. NAME OF REPORTING PERSON: Blumberg Life Sciences Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: AF, WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 136,929 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 136,929 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 136,929 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes No x
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.35%
14. TYPE OF REPORTING PERSON: CO, IV
6
CUSIP NO.: 131910101
1. NAME OF REPORTING PERSON: Louis Blumberg
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: AF, WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 3,823,469 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 3,823,469 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 3,823,469 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: Yes No x
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.29%
14. TYPE OF REPORTING PERSON: IN, IA
7
CUSIP NO.: 131910101
1. NAME OF REPORTING PERSON: AFB Fund, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: AF, WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 3,823,469 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 3,823,469 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 3,823,469 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: Yes No x
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.29%
14. TYPE OF REPORTING PERSON: IV, OO
8
This Amendment No. 1 to Schedule 13D is filed jointly by Laurence J.
Blumberg, Blumberg Capital Management, L.L.C. ("BCM"), Blumberg Capital
Advisors, L.L.C. ("BCA"), Blumberg Life Science Fund, L.P. ("BLSF"), Blumberg
Life Science Fund, Ltd. ("BLS"), Louis Blumberg and AFB Fund, LLC ("AFB"), each
of which are sometimes individually referred to as a "Reporting Person" and
collectively are referred to as the "Reporting Persons" herein. This filing
shall serve to amend and supplement the Schedule 13D filed by the Reporting
Persons with the Securities and Exchange Commission on June 9, 2003 (the
"Schedule 13D").
------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(a)-(e) The aggregate percentage of shares of Common Stock ("Shares") reported
beneficially owned in the aggregate by the Reporting Persons is based upon
39,115,004 Shares outstanding, which is the total number of Shares outstanding
as of February 23, 2005, as represented by an officer of the Issuer. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission, based on voting and investment power with respect to
shares. Shares of Common Stock subject to options, convertible securities or
warrants currently exercisable (or convertible), or exercisable (or convertible)
within 60 days of the date hereof are deemed outstanding for computing the
percentage ownership of the Reporting Persons, but are not deemed outstanding
for computing the percentage ownership of any other person.
As of the date hereof, the Reporting Persons may be deemed in the aggregate
to be the beneficial owners of 5,286,868 Shares of Common Stock, representing
12.65% of such class of securities, based on the 39,115,004 Shares of Common
Stock outstanding as of February 23, 2005. Specifically, the Reporting Persons
can be deemed to be the beneficial owner of 2,610,480 outstanding Shares of
Common Stock and 2,676,388 Shares of Common Stock that may be acquired by the
Reporting Persons, upon the conversion of convertible preferred stock and
exercise of warrants currently exercisable (or convertible) or exercisable (or
convertible) within 60 days after the date hereof.
Since the filing by the Reporting Persons of the Schedule 13D, the
Reporting Persons have engaged in the following transactions in Shares of Common
Stock. AFB, through Louis Blumberg, its manager, has disposed of 427,600 Shares,
all in open market, broker transactions, as follows:
9
DATE SHARES SOLD PRICE (PER SHARE)
---- ----------- -----------------
MAY 11, 2004 10,000 $0.7
NOV. 18, 2004 89,000 $0.5582
NOV. 23, 2004 25,000 $0.55
NOV. 24, 2004 7,500 $0.55
NOV. 29, 2004 36,500 $0.5636
DEC. 7, 2004 14,200 $0.5535
DEC. 7, 2004 12,000 $0.54
DEC. 8, 2004 60,000 $0.54
DEC. 9, 2004 5,000 $0.52
DEC. 10, 2004 30,000 $0.52
DEC. 10, 2004 25,000 $0.51
DEC. 13, 2004 10,000 $0.5
DEC. 16, 2004 103,400 $0.45
The individual holdings of each Reporting Person are set forth below.
Laurence J. Blumberg(1)
--------------------
(a-e) As of the date hereof, Laurence J. Blumberg may be deemed to be the
beneficial owner of 1,463,399 Shares of Common Stock, representing 3.68% of such
class of securities, based on the 39,115,004 Shares of Common Stock outstanding
as of February 23, 2005. Specifically, the Reporting Person can be deemed to be
the beneficial owner of 845,808 outstanding Shares of Common Stock and 617,591
Shares of Common Stock that may be acquired by the Reporting Person upon the
conversion of convertible preferred stock and exercise of warrants currently
exercisable (or convertible) or exercisable (or convertible) within 60 days
after the date hereof.
Laurence J. Blumberg has the sole power to vote or direct the vote of 316,500
Shares and the shared power to vote or direct the vote of 1,146,899 Shares to
which this filing relates.
Laurence J. Blumberg has the sole power to dispose or direct the disposition of
316,500 Shares and the shared power to dispose or direct the disposition of
1,146,899 Shares to which this filing relates.
Other than as set forth above, in the 60 days prior to the date hereof, Laurence
J. Blumberg, individually and on behalf of BCM and BCA, and on behalf of BLSF
and BLS through his position in BCM and BCA, has not engaged in any transactions
in Shares of Common Stock.
The aforementioned Shares were acquired for investment purposes. Laurence J.
Blumberg and/or Laurence J. Blumberg on behalf of BLSF and BLS through his
position in BCM and BCA, may acquire additional Shares, dispose of all or some
10
of these Shares from time to time, in each case in open market or private
transactions, block sales or purchases or otherwise, or may continue to hold the
Shares. Moreover, Laurence J. Blumberg, and/or Laurence J. Blumberg on behalf of
BCM and BCA and BLSF and BLS through his position in BCM and BCA, may engage in
any or all of the items discussed in Item 4 of Schedule 13D.
Blumberg Capital Management, L.L.C. ("BCM")(2)
-------------------------------------------
(a-e) As of the date hereof, BCM may be deemed to be the beneficial owner of
1,146,899 Shares of Common Stock, representing 2.89% of such class of
securities, based on the 39,115,004 Shares of Common Stock outstanding as of
February 23, 2005. Specifically, the Reporting Person can be deemed to be the
beneficial owner of 529,308 outstanding Shares of Common Stock and 617,591
Shares of Common Stock that may be acquired by the Reporting Person upon the
conversion of convertible preferred stock and exercise of warrants currently
exercisable (or convertible) or exercisable (or convertible) within 60 days
after the date hereof.
BCM has the sole power to vote or direct the vote of 0 Shares and the shared
power to vote or direct the vote of 1,146,899 Shares to which this filing
relates.
BCM has the sole power to dispose or direct the disposition of 0 Shares and the
shared power to dispose or direct the disposition of 1,146,899 Shares to which
this filing relates.
Other than as set forth above, in the 60 days prior to the date of this Schedule
13D/A, BCM, and/or BCM on behalf of BLSF and BLS, have not engaged in any
transactions in Shares of Common Stock.
The aforementioned Shares were acquired for investment purposes. BCM, and/or BCM
on behalf of BLSF and BLS through its position as investment manager to BLSF and
BLS, may acquire additional Shares, dispose of all or some of these Shares from
time to time, in each case in open market or private transactions, block sales
or purchases or otherwise, or may continue to hold the Shares. Moreover, BCM,
and/or BCM on behalf of BLSF and BLS through its position as investment manager
to BLSF and BLS, may engage in any or all of the items discussed in Item 4 of
the Schedule 13D.
Blumberg Capital Advisors, L.L.C. ("BCA")(3)
-----------------------------------------
(a-e) As of the date hereof, BCA may be deemed to be the beneficial owner of
1,009,970 Shares of Common Stock, representing 2.55% of such class of
securities, based on the 39,115,004 Shares of Common Stock outstanding as of
11
February 23, 2005. Specifically, the Reporting Person can be deemed to be the
beneficial owner of 466,128 outstanding Shares of Common Stock and 543,842
Shares of Common Stock that may be acquired by the Reporting Person upon the
conversion of convertible preferred stock and exercise of warrants currently
exercisable (or convertible) or exercisable (or convertible) within 60 days
after the date hereof.
BCA has the sole power to vote or direct the vote of 0 Shares and the shared
power to vote or direct the vote of 1,009,970 Shares to which this filing
relates.
BCA has the sole power to dispose or direct the disposition of 0 Shares and the
shared power to dispose or direct the disposition of 1,009,970 Shares to which
this filing relates.
Other than as set forth above, in the 60 days prior to the date of this Schedule
13D/A, BCA and/or BCA on behalf of BLSF have not engaged in any transactions in
Shares of Common Stock.
The aforementioned Shares were acquired for investment purposes. BCA, and BCA on
behalf of BLSF through its position as general partner of BLSF, may acquire
additional Shares, dispose of all or some of these Shares from time to time, in
each case in open market or private transactions, block sales or purchases or
otherwise, or may continue to hold the Shares. Moreover, BCA, and BCA on behalf
of BLSF through its position as general partner to BLSF, may engage in any or
all of the items discussed in Item 4 of the Schedule 13D.
Blumberg Life Science Fund, L.P. ("BLSF")(4)
-----------------------------------------
(a-e) As of the date hereof, BLSF may be deemed to be the beneficial owner of
1,009,970 Shares of Common Stock, representing 2.55% of such class of
securities, based on the 39,115,004 Shares of Common Stock outstanding as of
February 23, 2005. Specifically, the Reporting Person can be deemed to be the
beneficial owner of 466,128 outstanding Shares of Common Stock and 543,842
Shares of Common Stock that may be acquired by the Reporting Person upon the
conversion of convertible preferred stock and exercise of warrants currently
exercisable (or convertible) or exercisable (or convertible) within 60 days
after the date hereof.
BLSF has the sole power to vote or direct the vote of 0 Shares and the shared
power to vote or direct the vote of 1,009,970 Shares to which this filing
relates.
12
BLSF has the sole power to dispose or direct the disposition of 0 Shares and the
shared power to dispose or direct the disposition of 1,009,970 Shares to which
this filing relates.
Other than as set forth above, in the 60 days prior to the date of this Schedule
13D/A, BLSF has not engaged in any transactions in Shares of Common Stock.
The aforementioned Shares were acquired for investment purposes. BLSF may
acquire additional Shares, dispose of all or some of these Shares from time to
time, in each case in open market or private transactions, block sales or
purchases or otherwise, or may continue to hold the Shares. Moreover, BLSF may
engage in any or all of the items discussed in Item 4 of the Schedule 13D.
Blumberg Life Science Fund, Ltd. ("BLS")(5)
----------------------------------------
(a-e) As of the date hereof, BLS may be deemed to be the beneficial owner of
136,929 Shares of Common Stock, representing 0.35% of such class of securities,
based on the 39,115,004 Shares of Common Stock outstanding as of February 23,
2005. Specifically, the Reporting Person can be deemed to be the beneficial
owner of 63,180 outstanding Shares of Common Stock and 73,749 Shares of Common
Stock that may be acquired by the Reporting Person upon the conversion of
convertible preferred stock and exercise of warrants currently exercisable (or
convertible) or exercisable (or convertible) within 60 days after the date
hereof.
BLS has the sole power to vote or direct the vote of 0 Shares and the shared
power to vote or direct the vote of 136,929 Shares to which this filing relates.
BLS has the sole power to dispose or direct the disposition of 0 Shares and the
shared power to dispose or direct the disposition of 136,929 Shares to which
this filing relates.
Other than as set forth above, in the 60 days prior to the date of this Schedule
13D/A, BLS has not engaged in any transactions in Shares of Common Stock.
The aforementioned Shares were acquired for investment purposes. BLS may acquire
additional Shares, dispose of all or some of these Shares from time to time, in
each case in open market or private transactions, block sales or purchases or
otherwise, or may continue to hold the Shares. Moreover, BLS may engage in any
or all of the items discussed in Item 4 of the Schedule 13D.
13
Louis Blumberg(6)
--------------
(a-e) As of the date hereof, Louis Blumberg may be deemed to be the beneficial
owner of 3,823,469 Shares of Common Stock, representing 9.29% of such class of
securities, based on the 39,115,004 Shares of Common Stock outstanding as of
February 23, 2005. Specifically, the Reporting Person can be deemed to be the
beneficial owner of 1,764,672 outstanding Shares of Common Stock and 2,058,797
Shares of Common Stock that may be acquired by the Reporting Person upon the
conversion of convertible preferred stock and exercise of warrants currently
exercisable (or convertible) or exercisable (or convertible) within 60 days
after the date hereof.
Louis Blumberg has the sole power to vote or direct the vote of 0 Shares and the
shared power to vote or direct the vote of 3,823,469 Shares to which this filing
relates.
Louis Blumberg has the sole power to dispose or direct the disposition of 0
Shares and the shared power to dispose or direct the disposition of 3,823,469
Shares to which this filing relates.
Other than as set forth above, in the 60 days prior to the date of this Schedule
13D/A, Louis Blumberg and/or Louis Blumberg on behalf of AFB have not engaged in
any transactions in Shares of Common Stock.
The aforementioned Shares were acquired for investment purposes. Louis Blumberg,
and/or Louis Blumberg on behalf of AFB through his position as manager of AFB,
may acquire additional Shares, dispose of all or some of these Shares from time
to time, in each case in open market or private transactions, block sales or
purchases or otherwise, or may continue to hold the Shares. Moreover, Louis
Blumberg, and/or Louis Blumberg on behalf of AFB as the manager of AFB, may
engage in any or all of the items discussed in Item 4 of the Schedule 13D.
AFB Fund, LLC ("AFB")(7)
---------------------
(a-e) As of the date hereof, AFB may be deemed to be the beneficial owner of
3,823,469 Shares of Common Stock, representing 9.29% of such class of
securities, based on the 39,115,004 Shares of Common Stock outstanding as of
February 23, 2005. Specifically, the Reporting Person can be deemed to be the
beneficial owner of 1,764,672 outstanding Shares of Common Stock and 2,058,797
Shares of Common Stock that may be acquired by the Reporting Person upon the
conversion of convertible preferred stock and exercise of warrants currently
exercisable (or convertible) or exercisable (or convertible) within 60 days
after the date hereof.
14
AFB has the sole power to vote or direct the vote of 0 Shares and the shared
power to vote or direct the vote of 3,823,469 Shares to which this filing
relates.
AFB has the sole power to dispose or direct the disposition of 0 Shares and the
shared power to dispose or direct the disposition of 3,823,469 Shares to which
this filing relates.
Other than as set forth above, in the 60 days prior to the date of this Schedule
13D/A, AFB has not engaged in any transactions in Shares of Common Stock.
The aforementioned Shares were acquired for investment purposes. AFB may acquire
additional Shares, dispose of all or some of these Shares from time to time, in
each case in open market or private transactions, block sales or purchases or
otherwise, or may continue to hold the Shares. Moreover, AFB may engage in any
or all of the items discussed in Item 4 of the Schedule 13D.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
An agreement relating to the filing of a joint statement as required by Rule
13d-1(k)(1)(iii) under the Securities Exchange Act of 1934 is filed herewith as
Exhibit A.
--------------------------------------------------------------------------------
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.
March 4, 2005
-----------------------
(Date)
/s/ Laurence J. Blumberg
------------------------------------
Laurence J. Blumberg
Blumberg Capital Management, LLC
By: /s/ Laurence J. Blumberg
-------------------------------------
Name: Laurence J. Blumberg
Title: Principal
15
Blumberg Capital Advisors, LLC
By: /s/ Laurence J. Blumberg
-------------------------------------
Name: Laurence J. Blumberg
Title: Principal
Blumberg Life Sciences Fund, L.P.
By: Blumberg Capital Advisors, LLC
General Partner
By: /s/ Laurence J. Blumberg
-------------------------------------
Name: Laurence J. Blumberg
Title: Principal
Blumberg Life Sciences Fund, Ltd.
By: /s/ Laurence J. Blumberg
-------------------------------------
Name: Laurence J. Blumberg
Title: Director
/s/ Louis Blumberg
-------------------------------------
Louis Blumberg
AFB Fund, LLC
By: /s/ Louis Blumberg
-------------------------------------
Name: Louis Blumberg
Title: Manager
----------
(1) By virtue of the Reporting Persons potentially being deemed a
"group", Laurence J. Blumberg may also be deemed to have beneficial
ownership over the 3,823,469 Shares held by AFB.
(2) By virtue of the Reporting Persons potentially being deemed a
"group", BCM may also be deemed to have beneficial ownership over
the 316,500 Shares held directly by Laurence J. Blumberg and the
3,823,469 Shares held by AFB.
(3) By virtue of the Reporting Persons potentially being deemed a
"group", BCA may also be deemed to have beneficial ownership over
16
the 136,929 Shares held by BLS, the 316,500 Shares held directly by
Laurence J. Blumberg and the 3,823,469 Shares held by AFB.
(4) By virtue of the Reporting Persons potentially being deemed a
"group", BLSF may also be deemed to have beneficial ownership over
the 136,929 Shares held by BLS, the 316,500 Shares held directly by
Laurence J. Blumberg and the 3,823,469 Shares held by AFB.
(5) By virtue of the Reporting Persons potentially being deemed a
"group", BLS may also be deemed to have beneficial ownership over
the 1,009,970 Shares held by BLSF, the 316,500 shares held directly
by Laurence J. Blumberg and the 3,823,469 Shares held by AFB.
(6) By virtue of the Reporting Persons potentially being deemed a
"group", Louis Blumberg may also be deemed to have beneficial
ownership over the 1,009,970 Shares held by BLSF, the 136,929 Shares
held by BLS and the 316,500 Shares held directly by Laurence J.
Blumberg.
(7) By virtue of the Reporting Persons potentially being deemed a
"group", AFB may also be deemed to have beneficial ownership over
the 1,009,970 Shares held by BLSF, the 136,929 Shares held in the
account of BLS and the 316,500 Shares held directly by Laurence J.
Blumberg.
17
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D/A, dated March 4, 2005,
relating to the Common Stock, par value $0.001, of Cambridge Heart, Inc., shall
be filed on behalf of the undersigned.
/s/ Laurence J. Blumberg
---------------------------
Laurence J. Blumberg
Blumberg Capital Management, LLC
By: /s/ Laurence J. Blumberg
-------------------------------------
Name: Laurence J. Blumberg
Title: Principal
Blumberg Capital Advisors, LLC
By: /s/ Laurence J. Blumberg
-------------------------------------
Name: Laurence J. Blumberg
Title: Principal
Blumberg Life Sciences Fund, L.P.
By: Blumberg Capital Advisors, LLC
General Partner
By: /s/ Laurence J. Blumberg
-------------------------------------
Name: Laurence J. Blumberg
Title: Principal
Blumberg Life Sciences Fund, Ltd.
By: /s/ Laurence J. Blumberg
-------------------------------------
Name: Laurence J. Blumberg
Title: Director
/s/ Louis Blumberg
-------------------------------------
Louis Blumberg
AFB Fund, LLC
By: /s/ Louis Blumberg
-------------------------------------
Name: Louis Blumberg
Title: Manager
Dated: March 4, 2005
18