-----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, NN4CW4cwrGmuaZYwV2+EHPrxLnUx+w/0I6lYjB0vketWG2IKe6idW0EMOqSrekgE 9ncckTaYxW7lbHEZOs2rWg== 0000906344-06-000360.txt : 20061004 0000906344-06-000360.hdr.sgml : 20061004 20061004203506 ACCESSION NUMBER: 0000906344-06-000360 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061004 DATE AS OF CHANGE: 20061004 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: 061129696 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MEDCAP PARTNERS LP CENTRAL INDEX KEY: 0001176482 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15445 FILM NUMBER: 061129697 BUSINESS ADDRESS: STREET 1: 500 THIRD STREET STREET 2: SUITE 535 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-495-1010 MAIL ADDRESS: STREET 1: 500 THIRD STREET STREET 2: SUITE 535 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-09-30 0000921878 FAMILYMEDS GROUP, INC. FMRX 0001176482 MEDCAP PARTNERS LP 500 THIRD STREET #535 SAN FRANCISCO CA 94107 0 0 1 0 0001274204 TONEY C FRED 500 THIRD STREET #535 SAN FRANCISCO CA 94107 0 0 0 1 See footnote 3 Common Stock 2006-09-30 4 J 0 46252 0 D 921993 I See footnotes Warrant to Purchase Common Stock 10.90 2006-10-02 4 J 0 258247 0 D 2010-10-02 Common Stock 258247 437949 I See Footnotes 730,911 shares of common stock reported on this Form are beneficially held by MedCap Partners, L.P. ("MedCap Partners"), and the balance is beneficially held by an offshore investment limited partnership (the "Offshore Fund"). MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of both MedCap Partners and the Offshore Fund. C. Fred Toney is the managing member of MMR, and Mr. Toney also holds, directly and indirectly, certain limited partnership interests in MedCap Partners. MMR has segregated a portion of the issuer's shares and warrants exercisable therefor (as indicated in Column 4 of Table I and Columns 5 and 7 of Table II) held by MedCap Partners into a separate account for the benefit of certain of its previous limited partners. MMR will retain voting and investment control over the segregated securities; however, following such segregation, Mr. Toney and MMR will cease to have the indirect pecuniary interest (if any) in such securities that they may have had prior thereto. Because Mr. Toney, as the managing member of MMR, may be deemed to be a "control person" who, for the purposes of Rule 16a-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 as a co-reporting person to report the aggregate holdings of, and certain transactions by, MedCap Partners and the Offshore Fund. Mr. Toney's election to file this Form 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 Fund expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein. The warrants became formally exercisable on April 3, 2006, but they are subject to restrictions that prohibit their exercise to the extent that the number of shares of the issuer's common stock beneficially owned by MedCap Partners, the Offshore Fund, their respective affiliates and other persons whose beneficial owneship is aggregated with them would exceed 9.999% of the total number of issued and outstanding shares of the issuer's common stock (including for such purpose the shares of common stock issuable upon such exercise). Warrants to purchase 390,455 shares of common stock reported on this Form are beneficially held by MedCap Partners, and the balance is beneficially held by the Offshore Fund. MedCap Partners L.P.; By; MedCap Management & Research LLC, its General Partner; By: C. Fred Toney, its Sole Member; /s/ C. Fred Toney 2006-10-04 C. Fred Toney; /s/ C. Fred Toney 2006-10-04 -----END PRIVACY-ENHANCED MESSAGE-----