-----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, IloZqax4l9QyMQ8mTx81+zDeMSKa0TAF8oqCloFqViANxosvQe9FvJMV4J9F36Qt aa5Ijn3pWcc7wAzmoPsxFg== 0000899140-05-001149.txt : 20051223 0000899140-05-001149.hdr.sgml : 20051223 20051223160131 ACCESSION NUMBER: 0000899140-05-001149 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051223 DATE AS OF CHANGE: 20051223 GROUP MEMBERS: DANIEL S. LOEB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DRUGMAX INC CENTRAL INDEX KEY: 0000921878 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 341755390 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50645 FILM NUMBER: 051285516 BUSINESS ADDRESS: STREET 1: 12505 STARKEY RD STREET 2: SUITE A CITY: LARGO STATE: FL ZIP: 33773 BUSINESS PHONE: 7275330431 MAIL ADDRESS: STREET 1: 6950 BRYAN DAIRY ROAD CITY: LARGO STATE: FL ZIP: 33777 FORMER COMPANY: FORMER CONFORMED NAME: DRUGMAX COM INC DATE OF NAME CHANGE: 20000208 FORMER COMPANY: FORMER CONFORMED NAME: NUTRICEUTICALS COM CORP DATE OF NAME CHANGE: 19990629 FORMER COMPANY: FORMER CONFORMED NAME: NUMED SURGICAL INC DATE OF NAME CHANGE: 19940419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13G 1 d122305b.txt INITIAL FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* DrugMax, Inc. ------------- (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 748349107 --------- (CUSIP Number) September 23, 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: [ ] Rule 13d-1(b) [X] 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 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. 748349107 13G Page 2 of 10 Pages - ------------------- ------------------ - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Third Point LLC - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 4,183,400 OWNED BY ------ ---------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH: ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 4,183,400 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,183,400 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.38% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO - ---------- --------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! - ------------------- ------------------ CUSIP No. 748349107 13G Page 3 of 10 Pages - ------------------- ------------------ - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Daniel S. Loeb - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 4,183,400 OWNED BY ------ ---------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH: ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 4,183,400 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,183,400 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.38% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - ---------- --------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Item 1(a): Name of Issuer: The name of the issuer is DrugMax, Inc., a corporation organized under the laws of the State of Nevada (the "Corporation"). Item 1(b): Address of Issuer's Principal Executive Offices: The Company's principal executive office is located at 312 Farmington Avenue, Farmington, CT 06032. Item 2(a): Name of Person Filing: This Schedule 13G is filed by: (i) Third Point LLC (f/k/a Third Point Management Company L.L.C.), a Delaware limited liability company (the "Management Company"), which serves as investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, the "Funds"), with respect to shares of Common Stock (as defined in Item 2(d)) directly beneficially owned by the Funds; and (ii) Mr. Daniel S. Loeb ("Mr. Loeb"), who is the Chief Executive Officer of the Management Company and controls its business activities, with respect to shares of Common Stock indirectly beneficially owned by Mr. Loeb by virtue of such position. The Management Company and Mr. Loeb are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Item 2(b): Address of Principal Business Office or, if None, Residence: The address of the principal business office of the Management Company and Mr. Loeb is 390 Park Avenue, 18th Floor, New York, New York 10022. Item 2(c): Citizenship: The Management Company is organized as a limited liability company under the laws of the State of Delaware. Mr. Loeb is a United States citizen. Item 2(d): Title of Class of Securities: Common Stock, par value $0.001 per share ("Common Stock"). Item 2(e): CUSIP Number 748349107. Item 3: If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: A. [ ] Broker or dealer registered under Section 15 of the Act, B. [ ] Bank as defined in Section 3(a)(6) of the Act, C. [ ] Insurance Company as defined in Section 3(a)(19) of the Act, D. [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, E. [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), F. [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), G. [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), H. [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, I. [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, J. [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4: Ownership: The beneficial ownership of Common Stock by the Reporting Persons, as of the date of this Amendment No. 1 is as follows: A. Third Point LLC --------------- (a) Amount beneficially owned: 4,183,400 (b) Percent of class: 6.38%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 65,545,415 shares of Common Stock stated to be issued and outstanding as of November 7, 2005, as reflected in the Company's Quarterly Report on Form 10-Q for the period ended October 1, 2005, filed on November 15, 2005. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 4,183,400 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition: 4,183,400 B. Daniel S. Loeb -------------- (a) Amount beneficially owned: 4,183,400 (b) Percent of class: 6.38%. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 4,183,400 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition: 4,183,400 Other than Third Point LLC, none of the Funds owns a number of shares of Common Stock equal to or greater than 5% of such total Common Stock outstanding. Item 5: Ownership of Five Percent or Less of a Class: -5- 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: Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% 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 N/A Item 8: Identification and Classification of Members of the Group: N/A Item 9: Notice of Dissolution of Group: N/A Item 10: Certification: Each of the Reporting Persons hereby makes the following 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. -6- 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. Dated: December 23, 2005 THIRD POINT LLC By: /s/ Daniel S. Loeb ------------------------------ Name: Daniel S. Loeb Title: Chief Executive Officer THIRD POINT OFFSHORE FUND, LTD. By: /s/ Daniel S. Loeb ------------------------------ Name: Daniel S. Loeb Title: Director /s/ Daniel S. Loeb ------------------------------ Daniel S. Loeb -7- EXHIBIT INDEX ------------- Exhibit 99.1: Joint Filing Agreement, dated December 23, 2005, by and among Third Point LLC, Third Point Offshore Fund, Ltd. and Daniel S. Loeb. -8- EX-99.1 3 d122305c.txt JOINT FILING AGREEMENT Exhibit 99.1 ------------ DRUGMAX, INC. JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ---------------------------- The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Dated: December 23, 2005 THIRD POINT LLC By: /s/ Daniel S. Loeb ------------------------------ Name: Daniel S. Loeb Title: Chief Executive Officer THIRD POINT OFFSHORE FUND, LTD. By: /s/ Daniel S. Loeb ------------------------------ Name: Daniel S. Loeb Title: Director /s/ Daniel S. Loeb ------------------------------ Daniel S. Loeb -----END PRIVACY-ENHANCED MESSAGE-----