-----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, DYjutlzmNG6t9D7RmkUg+ygzdEPDZb6oFNBKMrU0SAyHecdMXh8bhREzEZHCMoZ5 9ju6plxEKq5J1EhK5Byljw== 0001089999-99-000006.txt : 19991028 0001089999-99-000006.hdr.sgml : 19991028 ACCESSION NUMBER: 0001089999-99-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991027 GROUP MEMBERS: PERITUS ASSET MANAGEMENT INC /ADV GROUP MEMBERS: PERITUS ASSET MANAGEMENT, INC. AND GROUP MEMBERS: PERITUS CAPITAL PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRAMAX PRODUCTS INC /DE/ CENTRAL INDEX KEY: 0000818467 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 061200464 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41183 FILM NUMBER: 99735319 BUSINESS ADDRESS: STREET 1: 51 BLACKBURN DRIVE CITY: GLOUCESTER STATE: MA ZIP: 01930 BUSINESS PHONE: 9782831800 MAIL ADDRESS: STREET 1: 51 BLACKBURN DRIVE CITY: GLOUCESTER STATE: MA ZIP: 01930 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERITUS ASSET MANAGEMENT INC /ADV CENTRAL INDEX KEY: 0000948213 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943174137 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 315 E CANON PERIDO ST CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 8058829169 MAIL ADDRESS: STREET 1: 315 E CANON PERDIDO CITY: SANTA BARBARA STATE: CA ZIP: 93101 FORMER COMPANY: FORMER CONFORMED NAME: PERITUS ASSET MANAGEMENT INC /ADV DATE OF NAME CHANGE: 19990113 SC 13D 1 GROUP 13D FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NUTRAMAX PRODUCTS, INC. - -------------------------------------------------------------------------------- (Name of the Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 67061A300 - -------------------------------------------------------------------------------- (CUSIP Number) Timothy J. Gramatovich Peritus Capital Partners, LLC 315 East Canon Perdido Street Santa Barbara, California 93101 (805) 882-9169 With Copies To: Michael D. Schley Schley & Look, LLP 797 Ashley Road Santa Barbara, California 93108 (805) 969-3263 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 18, 1999 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] SCHEDULE 13D CUSIP NO. 67061A300 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peritus Capital Partners, LLC I.D. # 77-0493842 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER 7 SOLE VOTING POWER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 725,700 BY -------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 725,700 ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 725,700 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 67061A300 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peritus Asset Management, Inc. I.D. # 94-3174137 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER 7 SOLE VOTING POWER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 1,332,830 BY -------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,332,830 ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,332,830 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 67061A300 This Schedule 13D is filed on behalf of Peritus Asset Management, Inc. and Peritus Capital Partners, LLC, as a group, pursuant to Rule 13d-1(k)(1) (the "Reporting Persons"). With respect to Peritus Asset Management, Inc., this Schedule 13D replaces the Schedule 13G filed by it on February 2, 1999, and amended on May 10, 1999 and October 8, 1999. With respect to Peritus Capital Partners, LLC, this Schedule 13D replaces the Schedule 13G filed by it on April 30, 1999 and amended October 8, 1999. This Schedule 13D is being filed to reflect a change in intent of the Reporting Persons, as required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In preparing this Schedule 13D, the Reporting Persons discovered minor errors in their earlier calculations of aggregate share holdings, which are being corrected in this filing. ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the Common Stock of Nutramax Products, Inc. The address of the issuer's principal executive offices is 9 Blackburn Drive, Gloucester, MA 01930. ITEM 2. IDENTITY AND BACKGROUND. THE REPORTING PERSONS: (a) Name and jurisdiction of organization: This statement is filed by Peritus Capital Partners, LLC, a California limited liability company, and Peritus Asset Management, Inc., a California corporation. (b) Principal business: The principal business of Peritus Asset Management, Inc., is as an investment advisor. The principal business of Peritus Capital Partners, LLC is as a private investment fund. (c) Address: The address of the principal business and principal office of each Reporting Person is: 315 East Canon Perdido, Santa Barbara, California, 93101. EXECUTIVE OFFICERS AND DIRECTORS: Peritus Asset Management, Inc. is the manager of Peritus Capital Partners, LLC, which has no other manager, director or officer. The executive officers and directors of Peritus Asset Management, Inc., and the information required by paragraphs (a) through (c) of Item 2, are as follows: Timothy J. Gramatovich, President, Chief Investment Officer, Chief Financial Officer and Director Peritus Asset Management, Inc. 315 East Canon Perdido Street Santa Barbara, California 93101 Ronald J. Heller, Senior Vice President, Portfolio Manager, Secretary, Treasurer and Director Peritus Asset Management, Inc. 315 East Canon Perdido Street Santa Barbara, California 93101 (d) Neither Reporting Person, nor, to the best of their knowledge, any of the other individuals identified in Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Reporting Person, nor, to the best of their knowledge, any of the individuals identified in Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) Messrs. Gramatovich and Heller are U.S. citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of funds for the acquisitions by Peritus Asset Management, Inc. has been client funds. The source of funds for the acquisitions by Peritus Capital Partners, LLC has been funds of investing members. These are the only anticipated sources of any future purchases, except that Peritus Capital Partners, LLC is authorized under its charter documents to borrow funds for investment purposes and may choose to do so. ITEM 4. PURPOSE OF TRANSACTION All of the Shares reported herein have been acquired for investment purposes. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the issuer, to dispose of, or caused to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. On or about October 18, 1999, the Reporting Persons determined to take an active role, where possible and appropriate, in influencing future business decisions of the Issuer and business decisions of other parties that may affect the future of the Issuer. Accordingly, they are changing their filing status from that of "passive" investors reporting on Schedule 13G. The Reporting Persons currently have no plan or proposal which relates to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this report. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each person named in Item 2, are as follows: Peritus Asset Management, Inc.: 1,332,830 shares, 18.6% (including shares beneficially owned by Peritus Capital Partners, LLC,reported below). Peritus Capital Partners, LLC: 725,700 shares, 10.1%. Mr. Gramatovich: -0- Mr. Heller:-0- The stated percentages are based on the issuer's report of 7,156,266 shares of Common Stock outstanding in its quarterly report on Form 10-Q filed May 18, 1999. (b) The voting and dispositive powers with respect to the shares held by the Reporting Persons rest solely in Peritus Asset Management, Inc. (c) The reporting persons engaged only in purchase transactions in the last 60 days, which are reported below:
Trade Blotter DATE BUYER NUMBER OF PRICE PER SHARES SHARE 8/17/99 PAM 1,000 $4.00 8/17/99 PAM 3,000 $4.13 8/25/99 PAM 4,000 $2.00 8/26/99 PAM 6,300 $1.88 8/30/99 PAM 10,000 $2.03 8/31/99 PAM 10,000 $2.03 9/1/99 PAM 3,300 $2.00 9/2/99 PAM 13,000 $2.03 9/2/99 PAM 2,500 $1.97 9/2/99 PAM 5,000 $1.91 9/7/99 PCP 25,300 $2.00 9/7/99 PAM 25,300 $2.00 9/8/99 PAM 60,000 $2.00 9/14/99 PCP 66,700 $1.59 9/17/99 PAM 4,500 $1.94 9/20/99 PCP 44,300 $1.78 9/23/99 PAM 34,000 $1.93 9/23/99 PAM 24,000 $1.94
Notes: PAM = Peritus Asset Management, Inc. PCP = Peritus Capital Partners, LLC All shares were purchased through broker transactions on the open market. (d) and (e): Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, except as reported in this Schedule 13D ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Joint Filing Agreement, dated as of October 18, 1999, by and among the Reporting Entities. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 18, 1999 PERITUS CAPITAL PARTNERS, LLC By: Peritus Assets Management, Inc., Manager By: /s/ Timothy J. Gramatovich ------------------------------------------ Timothy J. Gramatovich Chief Investment Officer PERITUS ASSET MANAGEMENT, INC. By: /s/ Timothy J. Gramatovich ---------------------------------------- Timothy J. Gramatovich Chief Investment Officer EX-1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Common Stock of Nutramax Products, Inc., is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: October 18, 1999 PERITUS CAPITAL PARTNERS, LLC By: Peritus Asset Management, Inc., Manager By: /s/ Timothy J. Gramatovich -------------------------------------- Timothy J. Gramatovich Chief Investment Officer PERITUS ASSET MANAGEMENT, INC. By: /s/ Timothy J. Gramatovich -------------------------------------- Timothy J. Gramatovich Chief Investment Officer -----END PRIVACY-ENHANCED MESSAGE-----