-----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, C+VitOeKMBnIZ5HlfS3N10mlrQDPVwAAT7G0RvksVLYGGvuMr0cY4/qtFIeGbKZd 3JrSaFS/jmPZ/ztRgA7MNQ== 0001104659-09-017694.txt : 20090316 0001104659-09-017694.hdr.sgml : 20090316 20090313185404 ACCESSION NUMBER: 0001104659-09-017694 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090316 DATE AS OF CHANGE: 20090313 GROUP MEMBERS: DORSET MANAGEMENT CORPORATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSGENOMIC INC CENTRAL INDEX KEY: 0001043961 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 911789357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59565 FILM NUMBER: 09681656 BUSINESS ADDRESS: STREET 1: 12325 EMMET ST CITY: OMAHA STATE: NE ZIP: 68164 BUSINESS PHONE: 4027385480 MAIL ADDRESS: STREET 1: 12325 EMMET STREET CITY: OMAHA STATE: NE ZIP: 68164 SC 13G/A 1 a09-7647_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)(1)

 

Transgenomic, Inc.

(Name of Issuer)

Common Stock $0.01 Par Value

(Title of Class of Securities)

89365K206

(CUSIP Number)

December 31, 2008

(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)

 

(1)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 in 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. 89365K206

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

David M. Knott

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
4,677,846

 

6.

Shared Voting Power:
237,900

 

7.

Sole Dispositive Power:
4,976,846

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,976,846

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row 9
9.9%

 

 

12.

Type of Reporting Person*
IN

 

2


 

CUSIP No. 89365K206

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Dorset Management Corporation

11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
4,677,846

 

6.

Shared Voting Power:
237,900

 

7.

Sole Dispositive Power:
4,976,846

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,976,846

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row 9
9.9%

 

 

12.

Type of Reporting Person*
CO

 

3


 

Item 1(a)

Name of Issuer:

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

Item 2(a)

Name of Person(s) Filing:

Item 2(b)

Address of Principal Business Office or, if none, Residence:

Item 2(c)

Citizenship or Place of Organization

Item 2(d)

Title of Class of Securities:

Item 2(e)

CUSIP Number:

 

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)

o

Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)

o

Bank as defined in Section 3(a)(6) of 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)(l)(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).

 

4


 

Item 4

Ownership:

 

David M. Knott; Dorset Management Corporation

See Rows 5 through 9 and 11 on pages 2 and 3.

 

The percentages of class reported on Row 11 on pages 2 and 3 are based on 49,190,000 shares of Common Stock of the Issuer outstanding as of October 31, 2008 as reported to the Reporting Persons by the Issuer, plus 1,065,000 shares of Common Stock issuable pursuant to warrants held by the Reporting Persons.

 

The Common Stock reported in this Schedule 13G does not include 519,158 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Persons.  Such warrants held by the Reporting Persons are subject to a conversion cap that precludes the holder thereof from exercising such warrants to the extent that the holder would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.9% of the Common Stock outstanding.

 

Item 5

Ownership of Five Percent or Less of a Class

 

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

 

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

 

Item 8

Identification and Classification of Members of the Group

 

 

Item 9

Notice of Dissolution of Group

 

 

 

5


 

Item 10

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

Signature

 

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.

 

 

March 13, 2009

 

Date

 

 

 

 

 

         /s/ David M. Knott

 

David M. Knott

 

 

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

 

By:

/s/ David M. Knott

 

David M. Knott, President

 

6

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