-----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, RgMidJDtEtcPm0tXn6qetH7OTfc4ONPdnxCxUVEdi15FQyxXem3fn6Z8uvU7RPjV BXPd6Ox8bRPu5BTlPsFJhg== 0001019687-99-000362.txt : 19990629 0001019687-99-000362.hdr.sgml : 19990629 ACCESSION NUMBER: 0001019687-99-000362 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990628 GROUP MEMBERS: RIDGE ROSE CAPITAL PARTNERS LLC GROUP MEMBERS: RIDGEROSE CAPITAL PARTNERS, LLC GROUP MEMBERS: ROBERT MCNULTY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOMERICA INC CENTRAL INDEX KEY: 0000073290 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 952645573 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-47729 FILM NUMBER: 99653429 BUSINESS ADDRESS: STREET 1: 1533 MONROVIA AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92663 BUSINESS PHONE: 714-645-2111 MAIL ADDRESS: STREET 1: 1533 MONROVIA AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92663 FORMER COMPANY: FORMER CONFORMED NAME: NMS PHARMACEUTICALS INC DATE OF NAME CHANGE: 19871130 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR MEDICAL SYSTEMS INC DATE OF NAME CHANGE: 19830216 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR INSTRUMENTS INC DATE OF NAME CHANGE: 19720508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIDGE ROSE CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001089600 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3388 VIA LIDO CITY: NEWPORT BEACH STATE: CA ZIP: 92663 BUSINESS PHONE: 9496757068 MAIL ADDRESS: STREET 1: 3388 VIA LIDO CITY: NEWPORT BEACH STATE: CA ZIP: 92663 SC 13G 1 BIOMERICA INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION ================================================================================ WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)* BIOMERICA, INC. --------------- (Name of Issuer) Common Stock, $.08 Par Value ---------------------------- (Title of Class of Securities) 09061 H 30 7 ------------ (CUSIP Number) June 14, 1999 ------------- (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 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 ("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. 09061 H 30 7 13G PAGE 2 OF 6 PAGES ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RIDGEROSE CAPITAL PARTNERS, LLC ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] NOT APPLICABLE ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 350,000 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY -0- _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 350,000 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH -0- ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,000 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] NOT APPLICABLE ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* OO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 09061 H 307 13G PAGE 3 OF 6 PAGES ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ROBERT J. McNULTY ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] NOT APPLICABLE ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 350,000 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY -0- _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 350,000 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH -0- ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,000 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] NOT APPLICABLE ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. (a) NAME OF ISSUER: Biomerica, Inc., a Delaware Corporation (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1533 Monrovia Avenue Newport Beach, CA 92663 ITEM 2. (a) NAME OF PERSON FILING: (I) RidgeRose Capital Partners, LLC ("RidgeRose") (II) Robert J. McNulty ("McNulty") (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 3388 Via Lido Newport Beach, California 92660 (c) CITIZENSHIP OR PLACE OF ORGANIZATION: RidgeRose - California McNulty - United States (d) TITLE OF CLASS OF SECURITIES: Common Stock, $.08 par value per share (e) CUSIP NUMBER: 09061 H 307 ITEM 3. If this statement is filed pursuant Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: Not Applicable (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) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii) (E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section(c)(14) of the Investment Company Act of 1940. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H). PAGE 4 OF 6 ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: RidgeRose 350,000 McNulty(1) 350,000 (b) Percent of Class: RidgeRose 7.7% McNulty 7.7% (c) Number of shares as to such person has: (i) Sole power to vote or to direct the vote: RidgeRose 350,000 McNulty 350,000 (ii) Shared power to vote or to direct to vote: None (iii) Sole power to dispose or to direct the disposition of: RidgeRose 350,000 McNulty 350,000 (iv) Shared power to dispose or to direct the disposition of: None
- ------------- (1) Robert J. McNulty may be deemed the beneficial owner of the shares owned by RidgeRose Capital Partners, LLC by virtue of his status as its sole manager. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. If this statement is being filed to report the fact that as of the date hereof the reported 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. Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10.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. PAGE 5 OF 6 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. Dated: June 24, 1999 ------------- RIDGEROSE CAPITAL PARTNERS, LLC By: /s/ Robert J. McNulty --------------------------------- Robert J. McNulty, Manager /s/ Robert J. McNulty ------------------------------------ ROBERT J. McNULTY The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sec. 240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) PAGE 6 OF 6 EXHIBIT A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any amendments thereto, and any filing on Schedule 13D relating to the same investment) with respect to the shares of common stock, $.08 par value of Biomerica, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Dated: June 24, 1999 RIDGEROSE CAPITAL PARTNERS, LLC ------------- By: /s/ Robert J. McNulty -------------------------------- Robert J. McNulty, Manager /s/ Robert J. McNulty ----------------------------------- ROBERT J. McNULTY -----END PRIVACY-ENHANCED MESSAGE-----