-----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, SLsPzGWK10Tsb0diP3vykNsmjFALdxBREhxCOeYffpxZhO2fpGtKd2Qk7mzVxeM6 aTsEy377BX1N+IxJGbc6jw== 0001104659-04-004812.txt : 20040217 0001104659-04-004812.hdr.sgml : 20040216 20040217162655 ACCESSION NUMBER: 0001104659-04-004812 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: ADAM SMITH CAPITAL MANAGEMENT LLC GROUP MEMBERS: ADAM SMITH INVESTMENT PARTNERS, L.P. GROUP MEMBERS: ADAM SMITH INVESTMENTS, LTD. GROUP MEMBERS: DIAMOND CAPITAL MANAGEMENT INC. GROUP MEMBERS: ORIN HIRSCHMAN GROUP MEMBERS: RICHARD AND ANA GROSSMAN JTWROS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISONICS CORP CENTRAL INDEX KEY: 0001023966 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 770338561 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56669 FILM NUMBER: 04609147 BUSINESS ADDRESS: STREET 1: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 BUSINESS PHONE: 3032797900 MAIL ADDRESS: STREET 1: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GROSSMAN RICHARD /NY/ CENTRAL INDEX KEY: 0001092694 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 101 EAST 52 STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127514900 MAIL ADDRESS: STREET 1: 101 EAST 52 STREET CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 a04-2360_1sc13da.htm SC 13D/A

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

ISONICS CORPORATION

(Name of Issuer)

 

COMMON STOCK, NO PAR VALUE

(Title of Class of Securities)

 

464895101

(CUSIP Number)

 

Richard Grossman

259 Oakford Street

West Hempstead, New York 11552

(516) 539-1993

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 14, 2003

(Date of Event which Requires Filing of this Statement)

Check the following box if a fee is being paid with this statement [  ].  (A fee is not required only if the filing person:  (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7).

 

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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 (“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. 464895101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
RICHARD GROSSMAN

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF, WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
UNITED STATES

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,373,336

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,373,336

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,373,336

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ORIN HIRSCHMAN

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF, WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
UNITED STATES

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
40,000

 

8.

Shared Voting Power
1,333,336

 

9.

Sole Dispositive Power
40,000

 

10.

Shared Dispositive Power
1,333,336

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,373,336

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ADAM SMITH CAPITAL MANAGEMENT LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
NEW YORK

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,106,668

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,106,668

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,106,668

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.5%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ADAM SMITH INVESTMENT PARTNERS, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
NEW YORK

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,106,668

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,106,668

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,106,668

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.5%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
DIAMOND CAPITAL MANAGEMENT INC.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
NEW YORK

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
226,668

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
226,668

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
226,668

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.6 %

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ADAM SMITH INVESTMENTS, LTD.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
BRITISH VIRGIN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
226,668

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
226,668

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
226,668

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.6 %

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

7



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
RICHARD AND ANA GROSSMAN JTWROS

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
UNITED STATES

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
40,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
40,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ý

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

8



 

Item 1.

Security and Issuer

This Statement on Schedule 13D relates to the shares of Common Stock, no par value per share (the "Shares"), of Isonics Corporation, a California corporation (the "Company"), into which shares of Series A Convertible Preferred Stock are convertible.  The principal executive offices of the Company are located at 5906 McIntyre Street, Golden, Colorado 80403.

 

 

Item 2.

Identity and Background

(a) This Statement is filed by Richard Grossman and Orin Hirschman by virtue of their direct beneficial ownership of shares and as the owner of each of Adam Smith Capital Management LLC (“ASCM”) and Diamond Capital Management Inc. (“DCM”); by DCM by virtue of being the Investment Manager of Adam Smith Investments, Ltd., a British Virgin Islands corporation (“ASI”); by ASCM, by virtue of being the sole general partner of Adam Smith Investment Partners, L.P. (“ASIP”); by ASIP by virtue of its direct beneficial ownership of Shares, and by Richard and Ana Grossman JTWROS by virtue of their direct beneficial ownership of Shares.  By virtue of the relationships described above, each of Richard Grossman and Orin Hirschman may be deemed to possess indirect beneficial ownership of the Shares held by each entity.

(b) The principal executive offices of ASCM, ASIP, DCM are c/o Richard Grossman, 259 Oakford Street, West Hempstead, NY 11552 and c/o Orin Hirschman, 6006 Berkeley Ave., Baltimore, MD 21209.  The business address of Richard Grossman and Ana Grossman JTWROS is 259 Oakford Street, West Hempstead, NY 11552.  The business address of Orin Hirschman is 6006 Berkeley Ave., Baltimore, MD 21209.  The address of the principal executive offices of ASI is c/o Insinger Fund Administration (BVI) Limited, Tropic Isle Building, P.O. Box 438, Road Town, Tortola, British Virgin Islands.

(c) ASCM and DCM provide investment advisory services.  ASI and ASIP are investment vehicles.  Each of Richard Grossman and Orin Hirschman’s principal business is acting as an officer and/or director of ASCM and DCM.

(d) None of the Reporting Persons has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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) ASCM is a New York limited liability company. DCM is a New York corporation. ASI is a British Virgin Islands corporation.  ASIP is a New York limited partnership. Richard Grossman, Ana Grossman, and Orin Hirschman are citizens of the United States.

 

9



 

Item 3.

Source and Amount of Funds or Other Consideration

Since the filing of Amendment No. 2 to the Schedule 13D on January 3, 2003 the Reporting Persons have not purchased or sold any shares.  The changes in aggregate beneficial ownership of each Reporting Person are the result of a reduction in the conversion price of the shares of Series A Convertible Preferred Stock held by Reporting Persons due to the operation of anti-dilution provisions.

 

 

Item 4.

Purpose of Transaction

Each of the reporting persons acquired the securities that are the subject of this Schedule 13D (the “Securities”) for investment only. Depending upon their evaluations of the Company's investments and prospects, and upon future developments (including, but not limited to, market for the Securities, the effective yield on the Securities, availability of funds, alternative uses of funds, and money, stock market and general economic conditions), each of the Reporting Persons may from time to time purchase additional Securities, dispose of all or a portion of the Securities that it holds, or cease buying or selling the Securities. Any such additional purchases or sales of the Securities may be in open market or privately-negotiated transactions or otherwise.

 

 

Item 5.

Interest in Securities of the Issuer

(a) All of the Shares beneficially owned by the Reporting Persons are issuable upon conversion of Series A Preferred Stock.  The Company, as of November 30, 2003, had outstanding 13,717,457 shares of Common Stock.  As of November 14, 2003:  Richard Grossman is the direct beneficial owner of 40,000 Shares, and the indirect beneficial owner of 1,333,336 Shares, representing beneficial ownership of 9.1% of the Shares; Orin Hirschman is the direct beneficial owner of 40,000 Shares, and the indirect beneficial owner of 1,333,336 Shares, representing beneficial ownership of 9.1% of the shares; ASI is the direct beneficial owner of 226,668 Shares, representing beneficial ownership of 1.6% of the Shares; DCM is the indirect beneficial owner of 226,668 Shares, representing beneficial ownership of 1.6% of the Shares; ASIP is the direct beneficial owner of 1,106,668, representing beneficial ownership of 7.5% of the Shares; ASCM is the indirect beneficial owner of 1,106,668 Shares, representing beneficial ownership of 7.5% of the Shares.; Richard and Ana Grossman JTWROS are the direct beneficial owners of 40,000 shares, representing beneficial ownership of 0.3%.

(b) Richard Grossman has shared power to vote or to direct the vote, and shared power to dispose or direct the disposition, of 1,373,336 Shares of which he may be deemed the beneficial owner. Orin Hirschman has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition, of 40,000 Shares of which he may be deemed the beneficial owner, and shared power to vote or to direct the vote, and shared power to dispose or direct the disposition, of 1,333,336 Shares of which he may be deemed the beneficial owner.  ASCM has shared power to vote or to direct the vote, and shared power to dispose or direct the disposition, of 1,106,668 Shares of which it may be deemed the beneficial owner.  ASIP has shared power to vote or to direct the vote, and shared power to dispose or direct the disposition, of 1,106,668 Shares of which it may be deemed the beneficial owner.  DCM has shared power to vote or to direct the vote, and shared

 

10



 

power to dispose or direct the disposition, of 226,668 Shares of which it may be deemed the beneficial owner.  ASI has shared power to vote or to direct the vote, and shared power to dispose or direct the disposition, of 226,668 Shares of which it may be deemed the beneficial owner.  Richard and Ana Grossman JTWROS have sole power to vote or to direct the vote and sole power to dispose or direct the disposition of 40,000 Shares.

(c) Except as set forth above, none of the Reporting Persons have effected any transaction in the Shares during the past 60 days.

(d) Not Applicable

(e) Not Applicable

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

No change.

 

 

Item 7.

Material to Be Filed as Exhibits

 

Not applicable

 

11



 

Signature

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

 

February 17, 2004.

 

 

 

 

 

 

 

 

 

 

 

 

/s/  Richard Grossman

 

 

 

Richard Grossman

 

 

 

 

 

 

 

 

 

 

 

/s/ Orin Hirschman

 

 

 

Orin Hirshman

 

 

 

 

 

 

 

ADAM SMITH CAPITAL MANAGEMENT LLC

 

 

 

 

 

 

By:

/s/ Richard Grossman

 

 

 

 

Richard Grossman

 

 

 

 

 

 

 

ADAM SMITH INVESTMENT PARTNERS, L.P.

 

 

 

 

 

 

By:

ADAM SMITH CAPITAL MANAGEMENT LLC

 

 

 

 

 

 

 

By:

/s/ Richard Grossman

 

 

 

 

 

Richard Grossman

 

 

 

 

 

 

 

DIAMOND CAPITAL MANAGEMENT INC.

 

 

 

 

 

 

By:

/s/  Richard Grossman

 

 

 

 

Richard Grossman

 

 

12



 

 

 

ADAM SMITH INVESTMENTS, LTD.

 

 

 

 

 

 

By:

DIAMOND CAPITAL MANAGEMENT INC.

 

 

 

 

 

 

 

 

By:

/s/ Richard Grossman

 

 

 

 

 

Richard Grossman

 

 

 

 

 

 

 

ADAM SMITH & COMPANY, INC.

 

 

 

 

 

 

By:

/s/ Richard Grossman

 

 

 

 

Richard Grossman

 

 

 

 

 

 

 

 

 

 

 

RICHARD AND ANA GROSSMAN JTWROS

 

 

 

 

 

 

/s/

Richard Grossman

 

 

 

 

Richard Grossman

 

 

 

 

 

 

 

 

/s/

Ana Grossman

 

 

 

 

Ana Grossman

 

 

13


-----END PRIVACY-ENHANCED MESSAGE-----