-----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, Ne95cNNYokLH8KxXDoL6q4ZUsyfhGTQpr2dLbksuA0Wm/qDcd3zMKo8f9S+oAoiR bMXOlqtLU8yzZGS3bbV3kw== 0001144204-06-002796.txt : 20060126 0001144204-06-002796.hdr.sgml : 20060126 20060126160058 ACCESSION NUMBER: 0001144204-06-002796 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060126 DATE AS OF CHANGE: 20060126 GROUP MEMBERS: WARDENCLYFFE GROUP, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: T WAVE INVESTORS LP CENTRAL INDEX KEY: 0001240740 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 370 LEXINGTON AVE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123703737 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46607 FILM NUMBER: 06553631 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 SC 13G/A 1 v033951_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(Rule 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1
(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2.

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*

CAMBRIDGE HEART, INC.


(Name of Issuer)
 
 
COMMON STOCK, PAR VALUE OF $0.001 PER SHARE

 (Title of Class of Securities)

 
131910101

 (CUSIP Number)

DECEMBER 31, 2005

 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
o   Rule 13d-1(b)
 
 
 
 
 
x   Rule 13d-1(c)
 
     
 
o   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 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).
 


 
   
1.
Name of Reporting Persons. I.R.S. Identification Nos. of Reporting Persons (Entities Only)
T-Wave Investors, L.P.
20-0815716
 
2.
Check the Appropriate Box if a Member of a Group(See Instructions) 
(a)  x
(b)  o
 
*Joint Filing
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
Number of Shares
Beneficially Owned
By Each Reporting
Person With:
5.  Sole Voting Power
 
1,711,111 (includes 588,224 shares of Common Stock Issuable upon conversion of Series A Convertible Preferred Stock; 882,353 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock which may be purchased upon exercise of an exercisable warrant, and 240,534 shares of Common Stock.)
6.  Shared Voting Power
 
0
7.  Sole Dispositive Power
 
1,711,111 (includes 588,224 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock; 882,353 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock which may be purchased upon exercise of an exercisable warrant, and 240,534 shares of Common Stock.)
8.  Shared Dispositive Power
 
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,711,111
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)
 
4.16 %
 
12.
Type of Reporting Person (See Instructions)
 
CO




 
   
1.
Name of Reporting Persons. I.R.S. Identification Nos. of Reporting Persons (Entities Only)
Wardenclyffe Group, Inc.
13-3926267
 
2.
Check the Appropriate Box if a Member of a Group(See Instructions) 
(a)   x
(b)   o
 
*Joint Filing
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
New York
Number of Shares
Beneficially Owned
 By Each Reporting
Person With:
5.  Sole Voting Power
 
1,711,111 (includes 588,224 shares of Common Stock Issuable upon conversion of Series A Convertible Preferred Stock; 882,353 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock which may be purchases upon exercise of an exercisable warrant, and 240,534 shares of Common Stock.)
6.  Shared Voting Power
 
0
7.  Sole Dispositive Power
 
1,711,111 (includes 588,224 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock; 882,353 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock which may be purchased upon exercise of an exercisable warrant, and 240,534 shares of Common Stock.)
8.  Shared Dispositive Power
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,711,111
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)
 
4.16 %
 
12.
Type of Reporting Person (See Instructions)
 
CO
 

 

 
 
Item 1(a). 
 
Name of Issuer
   
 
Cambridge Heart, Inc.
 
Item 1(b).
 
Address of the Issuer’s Principal Executive Offices
   
 
1 Oak Park Drive, Bedford, MA 01730
 
Item 2(a).
 
Names of Persons Filing
   
 
T-Wave Investors L.P., (“T-Wave”)
Wardenclyffe Group, Inc. (“Wardenclyffe”) as the General Partner of T-Wave
 
Item 2(b).
 
Address of the Principal Business Office, or if none, Residence:
   
 
370 Lexington Avenue, New York, New York 10017
 
Item 2(c).
 
Citizenship
   
 
T-Wave was organized in Delaware
Wardenclyffe was incorporated in New York
 
Item 2(d).
 
Title of Class of Securities
   
 
Common Stock, par value $0.001 per share

 
Item 2(e).
 
Cusip Number
   
 
13 1910101

 
Item 3.
 
If this statement is filed pursuant to SS.SS. 240.13d-1 (b) or 240.13d-2 (b) or (c), check whether the person filing is a:
 

 
(a)
o
Broker or Dealer registered under Section 15 of the Exchange Act.


 
(b)
o
Bank as defined in Section 3(a)(b) or the Exchange Act.
 

 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Exchange Act.


 
(d)
o
Investment company registered under Section 8 of the Investment Company Act.


 
(e)
o
An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

   
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).


 
(g)
o
A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).


 
(h)
o
A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.


 
(i)
o
A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.


 
(j)
o
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
       
Not applicable

 
Item 4.  Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in item 1.

See Cover Page Items 5 through 11

 
 Amount Beneficially Owned:  
1,711,111
 
b.  
 Percent of class:  
4.16 %
 
c.  
 Number of shares as to which such person has:
 
 
  
(i) Sole power to vote or to direct the vote:  
1,711,111
 
  
(ii) Shared power to vote or to direct the vote:  
 0
 
  
(iii) Sole power to dispose or to direct the disposition of:  
1,711,111
 
  
(iv) Shared power to dispose or to direct the disposition of:  
 0


T-Wave owns these securities directly. Wardenclyffe beneficially owns these securities as a general partner of T-Wave.
 
Item 5. Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
 
Not Applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
 
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 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.


Exhibits

Joint Filing Agreement, dated May 20, 2004, between the Reporting Persons. (Incorporated by reference to Schedule 13G filed with the SEC on June 8, 2004)

 

SIGNATURE
 
 
After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
 
January 20, 2006
 
DATE
   
   
 
 
 
 
T-Wave Investors, L.P. 
  By:   Wardenclyffe Group, Inc., GP.
 
     
   
  By:   Mark Shapiro
 
SIGNATURE
   
   
  Mark Shapiro
 

NAME/TITLE
 
   
January 20, 2006
   
DATE
     
     
   
Wardenclyffe Group, Inc
   
     
  By:   Mark Shapiro
 
SIGNATURE
   
   
  Mark Shapiro
 
NAME/TITLE
 
 

 
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