SC 13G/A 1 t3607343b.txt SECOND AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934* Familymeds Group, Inc. ---------------------- (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 30706T209 --------- (CUSIP Number) December 31, 2006 ----------------- (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 on 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. 30706T209 13G Page 2 of 7 Pages --------------------------------- -------------------- ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Third Point LLC ---------- --------------------------------------------------------------------- 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 -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 217,500 OWNED BY EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 217,500 ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,500 ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO ---------- --------------------------------------------------------------------- --------------------------------- -------------------- CUSIP No. 30706T209 13G Page 3 of 7 Pages --------------------------------- -------------------- ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel S. Loeb ---------- --------------------------------------------------------------------- 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 -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 217,500 OWNED BY EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 217,500 ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,500 ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN ---------- --------------------------------------------------------------------- This Amendment No. 2 to Schedule 13G (this "Amendment No. 2") is being filed with respect to the Common Stock of Familymeds Group, Inc., a corporation organized under the laws of the State of Nevada (the "Company"), to amend the Schedule 13G filed on December 23, 2005 (as amended by Amendment No. 1 thereto filed on February 13, 2006, the "Schedule 13G"). Additionally, this Amendment No. 2 reports that the Management Company and Mr. Loeb are no longer the beneficial owners of more than five percent of the total outstanding Common Stock of the Company and therefore will cease to be Reporting Persons. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Schedule 13G. Item 4: Ownership: ------ --------- Item 4 is hereby amended and restated as follows: The beneficial ownership of Common Stock by the Reporting Persons, as of December 31, 2006, is as follows: A. Third Point LLC --------------- (a) Amount beneficially owned: 217,500 shares of Common Stock, issuable upon the exercise of warrants held by the Funds. (b) Percent of class: 3.1%. The percentages used herein and in the rest of this Schedule 13G are based upon a total of 6,911,262 shares of Common Stock, calculated as the sum of (i) 6,693,762 shares of Common Stock issued and outstanding as of November 10, 2006, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, and (ii) the 217,500 shares of Common Stock issuable upon the exercise of warrants held by the Funds. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 217,500 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 217,500 B. Daniel S. Loeb -------------- (a) Amount beneficially owned: 217,500 (b) Percent of class: 3.1%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 217,500 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 217,500 -4- Item 5: Ownership of Five Percent or Less of a Class: ------ -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ X ] Item 10: Certification: ------- ------------- Each of the Reporting Persons hereby makes the following 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. [Signatures on following page] -5- 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: February 13, 2007 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ Justin Nadler ------------------------------------------- Name: Justin Nadler Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ Justin Nadler ------------------------------------------- Name: Justin Nadler Title: Attorney-in-Fact [SIGNATURE PAGE TO AMENDMENT NO. 2 TO SCHEDULE 13G WITH RESPECT TO FAMILYMEDS GROUP, INC.] EXHIBIT INDEX ------------- Exhibit 99.1: Power of Attorney granted by Mr. Daniel S. Loeb in favor of James Kelly, Justin Nadler, Zachary Snow and Keith Waller, dated December 1, 2006.