SC 13G 1 de00871001as1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Fischer Imaging Corporation Title of Class of Securities: Common Stock CUSIP Number: 337719108 (Date of Event Which Requires Filing of this Statement) February 20, 2002* 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). ____________________ * The Reporting Person previously reported on Form 13D for these securities. Due to a change in the aggregate number of shares of Common Stock outstanding, the Reporting Person's beneficial ownership percentage has decreased, allowing the Reporting Person to file this 13G. CUSIP Number: 337719108 1. Name of Reporting Person I.R.S. Identification No. of Above Person Deerfield Capital, L.P. 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 Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 1,175,850 7. Sole Dispositive Power: 8. Shared Dispositive Power: 1,175,850 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,175,850 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -2- 11. Percent of Class Represented by Amount in Row (9) 13.2% 12. Type of Reporting Person PN -3- CUSIP Number: 337719108 1. Name of Reporting Person I.R.S. Identification No. of Above Person Deerfield Partners, L.P. 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 Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 1,175,850 7. Sole Dispositive Power: 8. Shared Dispositive Power: 1,175,850 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,175,850 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -4- 11. Percent of Class Represented by Amount in Row (9) 13.2% 12. Type of Reporting Person PN -5- CUSIP Number: 337719108 1. Name of Reporting Person I.R.S. Identification No. of Above Person Deerfield Management Company 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 499,150 7. Sole Dispositive Power: 8. Shared Dispositive Power: 499,150 9. Aggregate Amount Beneficially Owned by Each Reporting Person 499,150 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -6- 11. Percent of Class Represented by Amount in Row (9) 5.6% 12. Type of Reporting Person PN -7- CUSIP Number: 337719108 1. Name of Reporting Person I.R.S. Identification No. of Above Person Deerfield International Limited 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization British Virgin Islands Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 499,150 7. Sole Dispositive Power: 8. Shared Dispositive Power: 499,150 9. Aggregate Amount Beneficially Owned by Each Reporting Person 449,150 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -8- 11. Percent of Class Represented by Amount in Row (9) 5.6% 12. Type of Reporting Person CO -9- CUSIP Number: 337719108 1. Name of Reporting Person I.R.S. Identification No. of Above Person Arnold H. Snider 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 Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 1,675,000 7. Sole Dispositive Power: 8. Shared Dispositive Power: 1,675,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,675,000 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -10- 11. Percent of Class Represented by Amount in Row (9) 18.9% 12. Type of Reporting Person IN -11- Item 1(a) Name of Issuer: Fischer Imaging Corporation (b) Address of Issuer's Principal Executive Offices: 12300 North Grant Street Denver, Colorado 80241-3000 Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons Filing: Arnold H. Snider Deerfield Capital, L.P. Deerfield Partners, L.P. Deerfield Management Company 450 Lexington Avenue Suite 1450 New York, NY 10017 Deerfield International Limited c/o Hemisphere Management (B.V.I.) Limited Bison Court Columbus Centre P.O. Box 3460 Road Town, Tortola British Virgin Islands Mr. Snider - United States citizen Deerfield Capital, L.P. and Deerfield Partners, L.P. - Delaware limited partnerships Deerfield Management Company - New York limited partnership Deerfield International Limited - British Virgin Islands corporation (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 337719108 Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1) or 13d-2(b) or (c) check whether the person filing is: (a) / / Broker or dealer registered under Section 15 of the Act, (b) / / Bank as defined in Section 3(a)(6) of the Act, -12- (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, (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund, (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G), (h) / / Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) / / Church plan excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act, (j) / / Group, in accordance with Rule 13d- 1(b)(1)(ii)(H). If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/ Item 4. Ownership. (a) Amount Beneficially Owned: Deerfield Capital, L.P. and Deerfield Partners, L.P. - 1,175,850; Deerfield Management Company and Deerfield International Limited - 499,150; Arnold H. Snider - 1,675,000 (b) Percent of Class: Deerfield Capital, L.P. and Deerfield Partners, L.P. - 13.2%; Deerfield Management Company and Deerfield International Limited - 5.6%; Arnold H. Snider - 18.9% (c) Deerfield Capital, L.P. and Deerfield Partners, L.P. - 1,175,850 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 1,175,850 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of -13- Deerfield Management Company and Deerfield International Limited - 499,150 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 499,150 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of Arnold H. Snider - 1,675,000 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 1,675,000 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported 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 the Group. N/A Item 10. Certification for Rule 13d-1(c): "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." -14- 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. DEERFIELD CAPITAL, L.P. By: Snider Capital Corp., General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President DEERFIELD PARTNERS, L.P. By: Deerfield Capital, L.P. By: Snider Capital Corp., General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President -15- DEERFIELD MANAGEMENT COMPANY By: Snider Management Company, General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President DEERFIELD INTERNATIONAL LIMITED By: Deerfield Management Company By: Snider Management Company, General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President ARNOLD H. SNIDER /s/ Arnold H. Snider ___________________________ Date: February 20, 2002 -16- Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated February 20, 2002 relating to the Common Stock of Fischer Imaging Corporation shall be filed on behalf of the undersigned. DEERFIELD CAPITAL, L.P. By: Snider Capital Corp., General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President DEERFIELD PARTNERS, L.P. By: Deerfield Capital, L.P. By: Snider Capital Corp., General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President DEERFIELD MANAGEMENT COMPANY By: Snider Management Company, General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President -17- DEERFIELD INTERNATIONAL LIMITED By: Deerfield Management Company By: Snider Management Company, General Partner By: /s/ Arnold H. Snider ___________________________ Arnold H. Snider, President ARNOLD H. SNIDER /s/ Arnold H. Snider ___________________________ 18 00871001.AS1