UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INNOVASIVE DEVICES, INC.
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(Name of Issuer)
Common Stock, $0.0001 par value
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(Title of Class of Securities)
45766K104
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(CUSIP Number)
John E. Runnells
The Vertical Group, L.P.
18 Bank Street
Summit, N.J. 07901
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 24, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule including all exhibits. Six copies of this statement,
including all exhibits, should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
* 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
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 ("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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 45766K104 Page 2 of 8 Pages
- ------------------------- --------------------------
- -------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| The Vertical Fund Associates, L.P.
|
- -------------------------------------------------------------------------------
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
| (b) |_|
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
|
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
| WC
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e)
| |_|
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Delaware
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| |
| | 347,500
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | |
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 347,500
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| |
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 347,500
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES
| |_|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 3.8%
|
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| PN
|
- --------------------------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
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CUSIP No. 45766K104 Page 3 of 8 Pages
- ------------------------- --------------------------
- -------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Vertical Life Sciences, L.P.
|
- -------------------------------------------------------------------------------
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
| (b) |_|
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
|
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
| WC
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e)
| |_|
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Delaware
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| |
| | 180,000
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | |
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 180,000
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| |
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 180,000
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES
| |_|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 1.9%
|
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| PN
|
- --------------------------------------------------------------------------------
3
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13-D ("Statement") is filed with respect to the
Common Stock, par value $0.0001 per share, of Innovasive Devices, Inc. (the
"Issuer"), whose principal executive offices are located at 734 Forest Street,
Marlborough, Massachusetts 01752. Such class of securities is hereinafter
referred to as "IDEA Common Stock."
Item 2. Identity and Background.
This Statement is filed jointly by The Vertical Fund Associates, L.P.
("Associates") and Vertical Life Sciences, L.P. ("Life Sciences") (collectively,
the "Partnerships"). Each of the Partnerships is a Delaware limited partnership
whose business address is 18 Bank Street, Summit, New Jersey 07901. The sole
general partner of each of the Partnerships is The Vertical Group, L.P.
("Group"), a Delaware limited partnership whose business address is 18 Bank
Street, Summit, New Jersey 07901. The general partners of Group are Stephen D.
Baksa, Richard B. Emmitt, Jack W. Lasersohn and John E. Runnells (collectively,
the "Individuals"), each of whom is a United States citizen and has a business
address of 18 Bank Street, Summit, New Jersey 07901. Each of the Partnerships,
Group and the Individuals is engaged principally in the business of securities
investment. During the past five years, neither of the Partnerships nor Group
nor any of the Individuals has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of August 25, 1999, Associates owned 347,500 shares of IDEA Common
Stock, which it acquired at an aggregate cost of $1,171,250, and Life Sciences
owned 180,000 shares of IDEA Common Stock, which it acquired at an aggregate
cost of $595,625. All of the 527,500 shares of IDEA Common Stock collectively
owned by the Partnerships are hereinafter referred to as the "Shares". The
source of funds used by each Partnership to acquire the Shares owned by it was
such Partnership's internal cash funds.
Item 4. Purpose of Transaction.
The Partnerships have acquired the Shares for investment and, depending on
prevailing market prices and other factors, may purchase additional shares of
IDEA Common Stock or sell some or all of the Shares from time to time. Except as
set forth above, the Partnerships have no current plans or proposals that relate
to or would result in:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer of any of its subsidiaries;
4
<PAGE>
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Of the aggregate 527,500 Shares beneficially owned by both
Partnerships, 347,500 Shares (approximately 3.8% of the total outstanding) are
directly and beneficially owned by Associates, and 180,000 Shares (approximately
1.9% of the total outstanding) are directly and beneficially owned by Life
Sciences. Subject to the next succeeding paragraph, each Partnership has the
sole power to vote or direct the vote and to dispose or direct the disposition
of the Shares directly and beneficially owned by such person.
In addition, Group may be deemed to be the beneficial owner of all 527,500
Shares (approximately 5.7% of the total outstanding) collectively owned by the
two Partnerships because, as the sole general partner of both Partnerships,
Group has the sole power to vote or direct the vote and to dispose or direct the
disposition of such Shares, and each of the Individuals may be deemed to be the
beneficial owner of all 527,500 Shares (approximately 5.7% of the total
outstanding) collectively owned by the two Partnerships because as a general
partner of Group (which is the sole general partner of both Partnerships), each
such Individual shares the power (which may be exercised by any one of such
Individuals acting alone) to vote or direct the vote and to dispose or direct
the disposition of such Shares.
(c) The chart below lists all transactions in IDEA Common Stock during to
past 60 days by any of the persons identified in response to paragraph (a) of
this Item 5, all of which transactions were purchases of IDEA Common Stock
effected in the open market:
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Person
Effecting Date of Number of Price per
Transaction Transaction Shares Share
- ----------- ----------- --------- ---------
Associates August 24, 1999 75,000 $5.62
Life Sciences August 24, 1999 35,000 $5.62
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except as described in the second paragraph of Item 5 (a) and (b) of this
Statement and in this Item 6, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between or among any of the
persons named in Item 2 of this Statement, or between or among any of such
persons and any other person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Since Group is the sole general partner of each Partnership and Baksa,
Lasersohn and Runnells are general partners of the Group, it is likely that all
of the Partnerships, although not obligated to do so, will in general adopt
similar strategies with respect to their investments in the Issuer (including
with respect to the acquisition, disposition and voting of IDEA Common Stock).
In addition, Group, as general partner of each of the Partnerships, may from
time to time combine orders to purchase or sell IDEA Common Stock on behalf of
the Partnerships into a single purchase or sale order and thereafter allocate
such purchase or sale between the Partnerships on an average price basis.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement dated August 26, 1999.
6
<PAGE>
Signature.
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
August 26, 1999 VERTICAL FUND ASSOCIATES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
--------------------
John E. Runnells
General Partner
VERTICAL LIFE SCIENCES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
--------------------
John E. Runnells
General Partner
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
Innovasive Devices, Inc. or any subsequent acquisitions or dispositions of
equity securities of Innovasive Devices, Inc. by any of the undersigned.
Date: August 26, 1999
VERTICAL FUND ASSOCIATES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
--------------------
John E. Runnells
General Partner
VERTICAL LIFE SCIENCES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
--------------------
John E. Runnells
General Partner
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