-----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, DHih2dsmDsF2kXkpTO3dEodY3ci7mbFNnKt4oD1Lroe/ATb+RyuYmklVQZj65VcP S/HsiSrwbawgzkNa+UHdkg== 0001144204-08-021719.txt : 20080411 0001144204-08-021719.hdr.sgml : 20080411 20080411095851 ACCESSION NUMBER: 0001144204-08-021719 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080411 DATE AS OF CHANGE: 20080411 GROUP MEMBERS: AFB FUND, LLC 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: 08751411 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 LOUIS CENTRAL INDEX KEY: 0001239960 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CIT FUND SERVICES STREET 2: P O BOX 31106 SMB CITY: GRAND CAYMAN ISLANDS BWI STATE: E9 ZIP: 00000 BUSINESS PHONE: 2125215186 SC 13D/A 1 v110371_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 6*

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:

Louis Blumberg

2050 Center Avenue

Fort Lee, New Jersey 07024

(201) 585-7770, ext. 16

DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: April 1, 2008

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: o.

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

NAME OF REPORTING PERSON: Louis Blumberg

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) x (b)

SEC USE ONLY

SOURCE OF FUNDS: AF, WC

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):

Yes No X

CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America

SOLE VOTING POWER: 0 shares

SHARED VOTING POWER: 5,915,168 shares⁽¹⁾

SOLE DISPOSITIVE POWER: 0 shares

10.

SHARED DISPOSITIVE POWER: 5,915,168 shares⁽¹⁾

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,915,168 shares⁽¹⁾

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): 9.14%

14.

TYPE OF REPORTING PERSON: IN, IA

⁽¹⁾ The shares of the issuer are owned by AFB Fund, LLC. The reporting person is the manager of AFB Fund, LLC.

CUSIP NO.: 131910101

NAME OF REPORTING PERSON: AFB Fund, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) x (b)

SEC USE ONLY

SOURCE OF FUNDS: AF, WC

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):

Yes No X

CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey

SOLE VOTING POWER: 0 shares

SHARED VOTING POWER: 5,915,168 shares

SOLE DISPOSITIVE POWER: 0 shares

10.

SHARED DISPOSITIVE POWER: 5,915,168 shares

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,915,168 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): 9.14%

14.

TYPE OF REPORTING PERSON: IC, OO

ITEM 1.

SECURITY AND ISSUER.

The name of the issuer is Cambridge Heart, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's offices is 100 Ames Pond Drive, Tewksbury, Massachusetts 01876.

This Schedule 13D relates to the Issuer's Common Stock, $0.001 par value ("Shares").

ITEM 2.

IDENTITY AND BACKGROUND

(a), (b), (c) This Amendment No. 6 to Schedule 13D is filed by Louis Blumberg and AFB Fund, LLC ("AFB"). This filing shall serve to amend and supplement the Schedule 13D filed jointly by Laurence J. Blumberg, Louis Blumberg and AFB Fund, LLC with the United States Securities and Exchange Commission (the “SEC”) on June 9, 2003, as amended by each of the Amendment No. 1 to Schedule 13D filed with the SEC on March 7, 2005, the Amendment No. 2 to Schedule 13D filed with the SEC on January 26, 2006, the Amendment No. 3 to Schedule 13D filed with the SEC on February 13, 2007 and the Amendment No. 4 to Schedule 13D filed with the SEC on October 15, 2007, and as further amended by the Amendment No. 5 to Schedule 13D filed by Louis Blumberg and AFB Fund, LLC with the SEC on January 4, 2008 (the "Schedule 13D").

The principal business address of Louis Blumberg and AFB is 2050 Center Avenue, Fort Lee, New Jersey 07024. Louis Blumberg is the manager of AFB, a family limited liability company.

(d) None of Mr. Louis Blumberg or AFB, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of Mr. Louis Blumberg or AFB, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Louis Blumberg is a citizen of the United States. AFB is a New Jersey limited liability company.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

As of the date hereof, Mr. Louis Blumberg and AFB may be deemed to beneficially own 5,915,168 Shares.

Louis Blumberg is deemed to beneficially own the 5,915,168 Shares held by AFB by virtue of his role as manager of AFB.

AFB may be deemed to beneficially own the 5,915,168 Shares that it holds.

The funds for the purchase of the Shares beneficially owned by Mr. Louis Blumberg and AFB came from their respective funds.

No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

ITEM 4.

PURPOSE OF TRANSACTION.

The Shares held by Mr. Louis Blumberg and AFB were acquired for, and are being held for, investment purposes on behalf of the investors and the members in AFB. The acquisitions of the Shares were made in the ordinary course of Mr. Louis Blumberg's and AFB's business and investment activities.

On January 4, 2008, AFB delivered to the Issuer a proposal for action by the stockholders of the Issuer at the 2008 Annual Meeting of Stockholders of the Issuer, which proposal was to be included in the proxy statement for such meeting. The adoption of the proposal would have resulted in declassification of the board of directors of the Issuer, the establishment of a term limit of four consecutive years of service for members of the board of directors of the Issuer, and the calling of a special meeting of stockholders to elect certain replacement directors within 60 days of the Annual Meeting of Stockholders.

On January 31, 2008, the Issuer wrote to the SEC requesting that the Staff of the Division of Corporation Finance (the “Staff”) confirm that it would not recommend that the SEC take enforcement action against the Issuer if the Issuer were to omit the proposal from its proxy statement, in reliance on Rule 14a-8 under the Securities exchange Act of 1934, as amended. The Issuer further indicated its intention to omit the proposal from its proxy statement, and it set forth its reasons for its position.

On April 1, 2008, AFB received the SEC Staff’s response to the Issuer, dated March 25, 2008, to the Issuer’s January 31 letters, in which the Staff stated that it would not recommend that the SEC take enforcement action against the Issuer for omitting the proposal from its proxy statement in reliance on Rule 14a-8, unless AFB were to provide the Issuer with a revised proposal within seven days of its receipt of the Staff’s response, which revisions would (1) recast the proposal as a recommendation to the Board of Directors that the Board be un-staggered and that a term limit of four years be adopted, rather than as a direct amendment of the certificate of incorporation of the Issuer, and (2) provide that adoption of the proposal would not affect the unexpired terms of any of the directors elected to the Board at or prior to the 2008 Annual Meeting of Stockholders. AFB revised its proposal in accordance with the SEC’s guidance, and on April 1, 2008, AFB delivered the revised proposal to the Issuer. The Revised Stockholder Proposal is attached hereto as Exhibit 99.1.

Mr. Louis Blumberg and 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, depending on business and market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors.

Although they have no concrete plans to do so, Mr. Louis Blumberg and AFB may also engage in and may plan for their engagement in:

(1) the acquisition of additional Shares of the Issuer, or the disposition of Shares of the Issuer;

(2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer;

(3) a sale or transfer of a material amount of assets of the Issuer;

(4) steps designed to result in changes in the present board of directors or management of the Issuer, including plans or proposals in addition to the revised proposal described above in this Item 4 to change the number or term of directors or to fill any existing vacancies on the board;

(5) any material change in the present capitalization or dividend policy of the Issuer;

(6) any other material change in the Issuer's business or corporate structure;

(7) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(8) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association;

(9) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and/or

(10) any action similar to those enumerated above.

Any future decision of Mr. Louis Blumberg and AFB to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a)-(e) The aggregate percentage of the Issuer's Common Stock reported beneficially owned in the aggregate by Mr. Louis Blumberg and AFB is based upon 64,718,021 Shares outstanding, which is the total number of Shares outstanding as of March 28, 2008, as represented by the Issuer in its Form 10-K filed with the SEC on March 31, 2008. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting and investment power with respect to shares.

As of the date hereof, Mr. Louis Blumberg and AFB may be deemed in the aggregate to be the beneficial owners of 5,915,168 Shares, representing 9.14% of the Issuer's Common Stock, based on the 64,718,021 Shares outstanding as of March 28, 2008.

The individual holdings of Mr. Louis Blumberg and AFB are set forth below.

Louis Blumberg

(a-e) As of the date hereof, Louis Blumberg may be deemed to be the beneficial owner of 5,915,168 Shares, representing 9.14% of the Issuer's Common Stock, based on the 64,718,021 Shares outstanding as of March 28, 2008.

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 5,915,168 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 5,915,168 Shares to which this filing relates.

In the 60 days prior to the date of this Schedule 13D/A, Louis Blumberg has not engaged in any transactions in the Issuer's Common Stock.

The aforementioned Shares were acquired for investment purposes. 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 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

(a-e) As of the date hereof, AFB may be deemed to be the beneficial owner of 5,915,168 Shares, representing 9.14% of the Issuer's Common Stock, based on the 64,718,021 Shares outstanding as of March 28, 2008.

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 5,915,168 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 5,915,168 Shares to which this filing relates.

In the 60 days prior to the date of this Schedule 13D/A, AFB has not engaged in any transactions in the Issuer's 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 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The reporting persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 99.1 Revised Stockholder Proposal for 2008 Annual Meeting of Stockholders

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.

Date: April 4, 2008


	/s/ Louis Blumberg
	Louis Blumberg


	AFB Fund, LLC

	By: /s/ Louis Blumberg
	Name: Louis Blumberg
	Title: Manager

EX-99.1 2 v110371_ex99-1.htm Unassociated Document

Exhibit 99.1

STOCKHOLDER PROPOSAL

TO BE INCLUDED IN THE PROXY STATEMENT

FOR THE 2008 ANNUAL MEETING OF STOCKHOLDERS OF

CAMBRIDGE HEART, INC.

AFB Fund, LLC, 2050 Center Avenue, Fort Lee, New Jersey 07024, has submitted the following proposal:

“RESOLVED, that the Shareholders of Cambridge Heart, Inc. (the “Company”) hereby recommend to the Board of Directors of the Company that it promptly take all necessary steps to amend the Company’s Amended and Restated Certificate of Incorporation in order (i) to eliminate those provisions of the certificate of incorporation which provide for a staggered board of directors, (ii) to provide that no director may serve for more than four consecutive years, it being understood that the Board shall not take any action, nor shall the Company’s Amended and Restated Certificate of Incorporation be amended in any way, that would affect the unexpired terms of the Company’s directors that have been elected prior to the 2008 Annual Meeting of Stockholders or who are elected at the 2008 Annual Meeting of Stockholders.”

Supporting Statement: The staggered board facilitates the entrenchment of directors and obstructs the ability of the shareholders to effect changes in the governance of the Company. The addition of fresh voices and perspectives that new directors would bring to the board would benefit the Company and all of its stockholders. A limit of four years of service would facilitate an environment where the outside directors would make more independent decisions.

In recent years, a growing number of institutional investors have voiced their opposition to staggered board provisions, and proposals for the repeal of classified board structures have been among the most numerous and popular stockholder proposals. Institutional Shareholder Services opposes staggered boards. Other corporate law experts who have found that staggered boards do not add to shareholder value include Professors Lucian Bebchuk, John C. Coates IV and Guhan Subramanian. Consequently, more and more corporations are eliminating governing provisions that install a classified board. As reported in the Wall Street Journal on January 10, 2007, 55%, or more than half, of the companies in the S&P 500 have declassified their boards. Cambridge Heart should therefore amend its certificate of incorporation and bylaws so that each year all of the members of the board of directors must be elected by the stockholders of the Company. Directors are more likely to act in stockholder’s best interests when they know that the stockholders must vote for their re-election once a year.

If you agree, please mark your proxy card FOR this resolution.

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