-----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, Tcilzlg2K/rhibjcH/OKj5RiKnSzgVbAyep3rOQin0Gu2Kt1OPfqwZSuK1KrXLsu 4m6kBJJx7KQGF9YlYKGJWA== 0000906344-06-000336.txt : 20060816 0000906344-06-000336.hdr.sgml : 20060816 20060816201001 ACCESSION NUMBER: 0000906344-06-000336 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060814 FILED AS OF DATE: 20060816 DATE AS OF CHANGE: 20060816 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FAMILYMEDS GROUP, INC. CENTRAL INDEX KEY: 0000921878 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 341755390 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 312 FARMINGTON AVENUE CITY: FARMINGTON STATE: CT ZIP: 06032-1968 BUSINESS PHONE: 8606761222 MAIL ADDRESS: STREET 1: 312 FARMINGTON AVENUE CITY: FARMINGTON STATE: CT ZIP: 06032-1968 FORMER COMPANY: FORMER CONFORMED NAME: DRUGMAX INC DATE OF NAME CHANGE: 20011128 FORMER COMPANY: FORMER CONFORMED NAME: DRUGMAX COM INC DATE OF NAME CHANGE: 20000208 FORMER COMPANY: FORMER CONFORMED NAME: NUTRICEUTICALS COM CORP DATE OF NAME CHANGE: 19990629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONEY C FRED CENTRAL INDEX KEY: 0001274204 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15445 FILM NUMBER: 061039335 BUSINESS ADDRESS: STREET 1: C/O MEDCAP PARTNERS STREET 2: 500 3RD ST. #535 CITY: SAN FRANCISCO STATE: CA ZIP: 934107 BUSINESS PHONE: 4154951010 MAIL ADDRESS: STREET 1: C/O MEDCAP PARTNERS STREET 2: 500 3RD ST #535 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-08-14 0000921878 FAMILYMEDS GROUP, INC. FMRX 0001274204 TONEY C FRED 500 THIRD STREET #535 SAN FRANCISCO CA 94107 0 0 0 1 See footnote 2 Common Stock 2006-08-14 4 S 0 500000 .50 D 10719948 I See footnotes Common Stock 2006-08-14 4 S 0 1500000 .50 D 9219948 I See footnotes These securities are held directly by: (i) MedCap Partners L.P. ("MedCap Partners"), a U.S. investment limited partnership; and (ii) an offshore investment limited partnership (collectively, the "Partnerships"). MedCap Partners is the beneficial owner of more than 10% of the issuer's common stock, but the offshore investment limited partnership is not. MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of the Partnerships. C. Fred Toney is the sole member of MMR, and Mr. Toney holds, directly and indirectly, limited partnership interests in MedCap Partners. Because Mr. Toney, as the sole member of MMR, may be deemed to be a "control person" who, for the purposes of Rule 16-1(a)(1)(vii), may be deemed to hold in excess of 1% of the issuer's common stock indirectly through his limited partnership interests in MedCap Partners, Mr. Toney has elected to voluntarily file this Form 4 as a reporting person to report the aggregate holdings of, and transactions by, both Partnerships. Mr. Toney's election to file this Form 4 should not be construed as an admission of his status as such a control person, or as a 10% beneficial owner of the issuer's common stock for Section 16 purposes. In any event, each of MMR, Mr. Toney, MedCap Partners and the offshore investment limited partnership expressly disclaims ownership in these securities, except to the extent of their respective pecuniary interests therein. As a 10% holder, MedCap Partners is separately reporting this transaction in the issuer's securities on a Form 4 filed concurrently herewith. /s/ C. Fred Toney 2006-08-16 -----END PRIVACY-ENHANCED MESSAGE-----