-----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, BVwuUhzu9xfMyD1cLe0mQyplMAPxG8rrSQ5FLuouB6vvayKYSq6Twv/MLDL/2q9q EW1mk4FRAhilqFg1hKuAhw== 0000906344-06-000433.txt : 20061127 0000906344-06-000433.hdr.sgml : 20061127 20061127190617 ACCESSION NUMBER: 0000906344-06-000433 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061122 FILED AS OF DATE: 20061127 DATE AS OF CHANGE: 20061127 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: 061240470 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 2006-11-22 0000921878 FAMILYMEDS GROUP, INC. FMRX 0001274204 TONEY C FRED 500 THIRD STREET #535 SAN FRANCISCO CA 94107 0 0 0 1 See footnotes Common Stock 2006-11-22 4 S 0 186082 2.00 D 713907 I See footnotes Common Stock 2006-11-22 4 S 0 29248 2.00 D 684659 I See footnotes 684,659 shares of common stock reported on this Form 4 are beneficially held by MedCap Partners L.P. ("MedCap Partners"), and the balance was held by an offshore 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, limited partnership interests in MedCap Partners. 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 4 to report the holdings of, and certain transactions by, MedCap Partners and the Offshore Fund on an aggregate basis. 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 and Mr. Toney expressly disclaims beneficial ownership in the securities reported on this Form, except to the extent of their respective pecuniary interests therein. These sales were made by the Offshore Fund, which is not itself the beneficial owner of more than 10% of the issuer's common stock for Section 16 purposes. As a result of these sales, the Offshore Fund no longer holds any shares of the issuer's common stock. These sales were made by MedCap Partners. As a holder of more than 10% of the issuer's common stock for Section 16 purposes, MedCap Partners is separately reporting these sales on a Form 4 filed concurrently herewith. C. Fred Toney; /s/ C. Fred Toney 2006-11-27 -----END PRIVACY-ENHANCED MESSAGE-----