-----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, VRbXhWd2wwm8SXOpNXUoxWVKe2WkXWqiBQJ8S89jPvq7TEviKs2X6XN6sY9kdGEH 5rScqVJjxTBtPI4t/p+93w== 0000906344-06-000495.txt : 20061220 0000906344-06-000495.hdr.sgml : 20061220 20061220203147 ACCESSION NUMBER: 0000906344-06-000495 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061204 FILED AS OF DATE: 20061220 DATE AS OF CHANGE: 20061220 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: 061291252 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 2006-12-04 0000921878 FAMILYMEDS GROUP, INC. FMRX 0001274204 TONEY C FRED 500 THIRD STREET #535 SAN FRANCISCO CA 94107 0 0 0 1 See footnotes Warrants to Purchase Common Stock 10.90 2006-12-04 4 J 0 9084 0 D 2010-10-02 Common Stock 9084 424765 I By: MedCap Partners L.P. The securities reported on this Form 4 (warrants exercisable for shares of the issuer's common stock) are beneficially held by: (i) MedCap Partners L.P. ("MedCap Partners"); and (ii) 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. On September 30, 2006, MMR segregated a portion of the issuer's securities held by MedCap Partners into a separate account for the benefit of some of its former limited partners. Although MMR retained voting and investment control over the segregated securities, following such segregation, MMR and Mr. Toney ceased to have the indirect pecuniary interest (if any) that they may have had prior thereto. The dispositions of the issuer's securities reported on this Form 4 were made by MedCap Partners as in-kind distributions from the separate account to some of those former limited partners. As a holder of more than 10% of the issuer's common stock for Section 16 purposes, MedCap Partners is separately reporting these dispositions on a Form 4 filed concurrently herewith. 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 ownership 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 purposes the shares of common stock issuable upon such exercise). 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 4, except to the extent of their respective pecuniary interests therein. C. Fred Toney; /s/ C. Fred Toney 2006-12-20 -----END PRIVACY-ENHANCED MESSAGE-----