-----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, NsO3hb81n5xC8tOGaIR/8str+JXzj/9yRu7Dr1KETMpWGeXiVLAI9q58OaMPtF4W u5nofGZ5Kl2NxYWbP7GNKw== 0000950123-06-001597.txt : 20060213 0000950123-06-001597.hdr.sgml : 20060213 20060213155247 ACCESSION NUMBER: 0000950123-06-001597 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4650 GORDON DRIVE CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9412628577 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MED-DESIGN CORP CENTRAL INDEX KEY: 0000943736 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 232771475 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48795 FILM NUMBER: 06603575 BUSINESS ADDRESS: STREET 1: 2810 BUNSEN AVE CITY: VENTURA STATE: CA ZIP: 93003 BUSINESS PHONE: 8053390375 MAIL ADDRESS: STREET 1: 2810 BUNSEN AVE CITY: VENTURA STATE: CA ZIP: 93003 SC 13D/A 1 y17262asc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (AMENDMENT NO. 1)(1) The Med-Design Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 583926100 - -------------------------------------------------------------------------------- (CUSIP Number) Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 16, 2005 -------------------------------------------- (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 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 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 4 pages - ---------------- (1) 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 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. 583926100 13D PAGE 2 OF 4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF-OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER 992,552 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 992,552 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 992,552 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON* IN-IA-PN * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 4 AMENDMENT NO. 1 INTRODUCTION: This constitutes Amendment No. 1 to the original Schedule 13D (the "Original 13D"), filed on behalf of Lloyd I. Miller, III, (the "Reporting Person") dated December 27, 2005, relating to the common stock of The Med-Design Corporation (the "Issuer"). The purpose of Amendment No. 1 is to report that due to a clerical error, the Reporting Person inadvertently reported on the Original 13D his beneficial holdings as 97,221 shares less than actually beneficially owned by the Reporting Person. Unless specifically amended or modified hereby, the disclosure set forth in the Original 13D shall remain unchanged. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS Item 3 of the Original 13D is hereby amended and restated by deleting the last sentence of Item 3 thereto and replacing it with the following: The aggregate purchase price for the Shares and the warrants to purchase Shares in Milfam II L.P. was $651,174.27. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) of the Original 13D is hereby amended and restated in its entirety with the following: (a) Miller may be deemed to beneficially own 992,552 Shares (5.9% of the outstanding Shares, based on 16,749,486 Shares outstanding pursuant to the Company's Quarterly Report on Form 10-Q filed on November 9, 2005). As of the date hereof, 992,552 of such beneficially owned Shares are owned of record by Milfam II L.P. Page 4 of 4 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: February 13, 2006 By: /s/ Lloyd I. Miller, III ---------------------------------------- Lloyd I. Miller, III -----END PRIVACY-ENHANCED MESSAGE-----