SC 13G 1 rochest.txt ROCHESTER MEDICAL CORPORATION SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) 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. _)1 Rochester Medical Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, without par value -------------------------------------------------------------------------------- (Title of Class of Securities) 771497 10 4 -------------------------------------------------------------------------------- (CUSIP Number) January 27, 2003 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check 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) -------- 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall to all other provisions of the Act (however, see the Notes). CUSIP NO. 771497 10 4 Page 2 of 6 Pages ----------- -- - ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Neil Gagnon ------------------------------------------------------------------------------- 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 of America ------------------------------------------------------------------------------- 5 SOLE VOTING POWER 84,985 NUMBER OF -------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 98,800 EACH -------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 84,985 -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 282,088 ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 367,073 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Item 1(a) Name of Issuer: Rochester Medical Corporation Item 1(b) Address of Issuer's Principal Executive Offices: One Rochester Medical Drive Stewartville, Minnesota 55976 Item 2(a) Name of Person Filing: Neil Gagnon Item 2(b) Address of Principal Business Office or, if none, Residence: 1370 Avenue of the Americas Suite 2002 New York, NY 10019 Item 2(c) Citizenship: United States of America Item 2(d) Title of Class of Securities: Common Shares, without par value Item 2(e) CUSIP Number: 771497 10 4 Item 3 Type of Reporting Person: Not Applicable Item 4 Ownership. Item 4(a) Amount Beneficially Owned: As of January 27, 2003, Neil Gagnon beneficially owned 367,073 shares of Common Stock of Rochester Medical Corporation, which amount includes (i) 84,985 shares beneficially owned by Mr. Gagnon over which he has voting and dispostive power; (ii) 40,985 shares beneficially owned by Lois Gagnon, Mr. Gagnon's wife; (iii) 15,990 shares held by the Lois E. and Neil E. Gagnon Foundation (the "Foundation"), of which Mr. Gagnon is a trustee; (iv) 14,770 shares held by the Gagnon Family Limited Partnership (the "Partnership") of which Mr. Gagnon is a partner; (v) 11,525 shares held by the Gagnon Grandchildren Trust (the "Trust") over which Mr. Gagnon has dispositive but not voting power; (vi) 27,055 shares held by a hedge fund (of which Mr. Gagnon is the principal) over which Mr. Gagnon has dispositive and voting power; and (vii) 171,763 shares held for certain customers of Gagnon Securities LLC (of which Mr. Gagnon is the Managing Member and the principal owner) over which shares Mr. Gagnon has dispositive but not voting power. Item 4(b) Percent of Class: 6.9% beneficially owned by Mr. Gagnon. Calculation of percentage of beneficial ownership is based on 5,329,750 shares of Issuer's Common Stock outstanding on December 2, 2002 as reported by the Issuer in its Annual Report filed on Form 10-K for the fiscal year ended September 30, 2002. Item 4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 84,985 (ii) shared power to vote or to direct the vote: 98,800 (iii) sole power to dispose or to direct the disposition of: 84,985 (iv) shared power to dispose or to direct the disposition of: 282,088 Items 5-9. Not applicable. Filing of this statement by the Reporting Person shall not be deemed an admission that he beneficially owns the securities reported herein as held in customer accounts at Gagnon Securities LLC or by the Foundation, the Partnership or the Trust. Mr. Gagnon expressly disclaims beneficial ownership of all securities held in such customer accounts or by the Foundation, the Partnership or the Trust. No single client's interest as reported in the customer accounts at Gagnon Securities LLC exceeds 5% of the outstanding Common Stock. 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. 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. February 7, 2003 -------------------------- Date /s/ Neil Gagnon -------------------------- Neil Gagnon