UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __) *
Rehabilicare Inc.
(Name of Issuer)
Common Stock, $.10 Par Value Per Share
(Title of Class of Securities)
758944102
(CUSIP Number)
Gilbert H. Davis, Esq.
Sims Moss Kline & Davis LLP
400 Northpark Town Center, Suite 310
1000 Abernathy Road, N.E.
Atlanta, Georgia 30328
(770) 481-7200
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
September 11, 2000
(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(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box [ ].
13D
CUSIP No. 758944102
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1 NAME OF REPORTING PERSON:
Thomas E. Claugus
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
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NUMBER OF 7 SOLE VOTING POWER: 46,250
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 531,250
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 46,250
REPORTING ----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: 531,250
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 577,500
------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.5%
------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
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13D
CUSIP No. 758944102
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1 NAME OF REPORTING PERSON:
Bay Resource Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
------------------------------------------------------------------------
4 SOURCE OF FUNDS: WC, OO
------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF 7 SOLE VOTING POWER: NONE
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 250,000
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: NONE
REPORTING ----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: 250,000
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 250,000
------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES*[]
------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.4%
------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
------------------------------------------------------------------------
13D
CUSIP No. 758944102
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1 NAME OF REPORTING PERSON:
Bay Resource Partners Offshore Fund, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------
4 SOURCE OF FUNDS: WC, OO
------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
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NUMBER OF 7 SOLE VOTING POWER: NONE
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 180,900
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: NONE
REPORTING ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: 180,900
------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 180,900
------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.7%
------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
------------------------------------------------------------------------
13D
CUSIP No. 758944102
------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
GMT Capital Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO
------------------------------------------------------------------------
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
------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: NONE
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 54,100
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: NONE
REPORTING ------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: 54,100
------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 54,100
------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
-------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.5%
-------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
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Item 1. Security and Issuer.
This Statement relates to shares of the $.10 par value common stock
of Rehabilicare Inc. (the "Company"). The Company has its principal executive
offices at 1811 Old Highway Eight New Brighton, Minnesota 55112-3493.
Item 2. Identity and Background.
This Statement is filed by the following (collectively, the "Claugus
Group"):
(a) Mr. Thomas E. Claugus ("Mr. Claugus"), an individual
whose business address is 2100 RiverEdge Parkway, Suite 840, Atlanta, Georgia
30328. Mr. Claugus's principal occupation is investment management, provided
through his status as the President, sole director and controlling shareholder
of GMT Capital Corp., the general partner of Bay Resource Partners, L.P. ("Bay
Onshore") and investment manager of various separate accounts, and his
responsibility for investment decisions made by GMT Capital Offshore
Management, LLC, which serves as the Investment Manager of Bay Resource
Partners Offshore Fund, Ltd. ("Bay Offshore"). Mr. Claugus is a citizen of
the United States of America.
(b) Bay Onshore, a limited partnership organized under
the laws of State of Delaware with its principal offices located at 2100
RiverEdge Parkway, Suite 840, Atlanta, Georgia 30328. Bay Onshore's principal
business is investing and reinvesting capital contributed by its partners,
earnings and profits in a portfolio consisting principally of equity
securities and rights and options relating thereto.
(c) Bay Offshore, an open-ended investment company
incorporated as an exempted company under the laws of the Cayman Islands with
its principal offices located at c/o Huntlaw Corporate Services Ltd., Post
Office Box 1350 GT, The Huntlaw Building, Fort Street, Grand Cayman, Cayman
Islands, B.W.I. Bay Offshore's principal business is investing and
reinvesting capital contributed by its shareholders, earnings and profits in a
portfolio consisting principally of equity securities and rights and options
relating thereto.
(d) Various separately managed investment accounts (the
"Managed Accounts") over which GMT Capital Corp. ("GMT Capital"), a
corporation organized under the laws of the State of Georgia with its
principal offices located at 2100 RiverEdge Parkway, Suite 840, Atlanta,
Georgia 30328, has discretionary trading authority. GMT Capital's principal
business is providing investment management services to Bay Onshore (in its
capacity as General Partner of Bay Onshore) and the Managed Accounts. Persons
who, in addition to Mr. Claugus, serve as executive officers of GMT Capital
are listed on Schedule A attached hereto, which Schedule A is incorporated
herein by this reference.
In addition, information regarding the following entities and persons is
provided pursuant to General Instruction C to Schedule 13D:
(e) Persons who, in addition to Mr. Claugus, serve as
executive officers or directors of Bay Offshore are listed on Schedule B
attached hereto, which Schedule B is incorporated herein by this reference.
During the past five years, none of the entities or persons listed above or
any of the persons shown on Schedule A attached hereto has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
The funds used to acquire the shares of the Company stock described
in Item 5 below were taken from the personal funds, as regards Mr. Claugus,
and working capital, including equity contributions and earnings from
operations, of Bay Onshore, Bay Offshore and the Managed Accounts,
respectively, and borrowed through their respective margin borrowing
arrangements with the various broker-dealer firms with whom they maintain
accounts. Such margin loans have been obtained in the ordinary course of
business pursuant to standard brokerage agreements and are secured in part by
securities, including shares of the Company stock, owned by Mr. Claugus, Bay
Onshore, Bay Offshore and the Managed Accounts.
In the event Mr. Claugus, Bay Onshore, Bay Offshore or the Managed
Accounts purchase additional shares of the Company stock, it is currently
contemplated that they will use their respective personal funds, working
capital and/or funds borrowed through their respective margin borrowing
arrangements. As of the date of this Statement, no other arrangements with
third parties have been made with respect to financing the acquisition of
additional shares except such standard margin arrangements with securities
brokers employed by Mr. Claugus, Bay Onshore, Bay Offshore and the Managed
Accounts.
Item 4. Purpose of Transaction.
Bay Onshore, Bay Offshore and the Managed Accounts have acquired the
shares of the Company stock indicated herein for investment in the ordinary
course of their businesses consistent with the belief that the value of the
Company stock exceeded that reflected in the respective market prices of the
Company stock on the dates of such purchases. Mr. Claugus may himself
acquire, or cause any or all of Bay Onshore, Bay Offshore or the Managed
Accounts to acquire, additional shares of the Company stock or to sell shares.
Any such determination may be based on a number of factors, including the
continued attractiveness of investment in the Company shares at then
prevailing market prices, the number of shares that are available for
purchase, the price or prices thereof, general market conditions and other
similar factors.
While they reserve the right to develop plans or proposals in the future
regarding the following items, at the present time none of the persons
identified in response to Item 2 of this Statement have any plans or proposals
which relate to or would result in any of the following:
(1) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(2) Sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries;
(3) Any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(4) Any material change in the present capitalization or
dividend policy of the Company;
(5) Any other material change in the Company's business or
corporate structure;
(6) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(7) Causing a class of securities of the Company to be delisted
from a national securities exchange or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(8) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(9) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The members of the Claugus Group purchased a total of 94,375 units
consisting of 10 shares of common stock and an immediately exercisable warrant
to purchase one share of common stock on May 14, 1999 in a private placement
of the units by the Company. The purchase price for each unit was $16.00
Under the rules and regulations of the Securities and Exchange Commission, Mr.
Claugus may be deemed to be the beneficial owner of a total of 577,500 shares
of the Company stock, representing approximately 5.5% of the issued and
outstanding shares of the Company. Of these shares, 250,000 shares
(approximately 2.4% of outstanding shares) are owned directly by Bay Onshore,
180,900 shares (approximately 1.7% of outstanding shares) are owned directly
by Bay Offshore; 54,100 shares (approximately 0.5% of outstanding shares) are
owned directly by the Managed Accounts, and 46,250 shares (approximately 0.4%
of outstanding shares) are owned by Mr. Claugus in his regular and individual
retirement accounts. Mr. Claugus currently has sole power to direct the
voting and disposition of all shares held by the Claugus Group.
The percentages of outstanding shares of the Company stock set out
in the preceding paragraph are computed based on a total of 10,584,487
outstanding shares of Company stock as indicated by the Company's Annual
Report on Form 10-K filed September 28, 2000.
During the past 60 days, the parties filing this Statement have
engaged in the following transactions in shares of the Company stock:
No. Of Shares Price
Date Party Purchased/(Sold) Per Share
09/11/00 Bay Onshore 45,000 $3.05
08/01/00 Bay Offshore (47,200) $2.50
09/11/00 Bay Offshore 23,100 $3.05
08/01/00 Managed Accounts 47,200 $2.50
09/11/00 Managed Accounts 6,900 $3.05
09/11/00 Thomas E. Claugus 5,000 $3.05
Each of the above transactions was effected on the open market through Nasdaq
National Market System. No other person listed in response to Item 2 above
owns beneficially any shares of the Company stock except as set forth herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described in this Statement, the parties filing this
Statement are not parties to any contract, arrangement, understanding or
relationships with any other person with respect to shares of the Company
stock, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, divisions of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Filed as exhibits hereto are the following:
7.1 Agreement Regarding Joint Filing among Mr. Claugus, Bay
Onshore and Bay Offshore.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 25, 2000 /s/ Thomas E. Claugus
Thomas E. Claugus
BAY RESOURCE PARTNERS, L.P.
By: GMT Capital Corp., General Partner
Date: October 25, 2000 By: /s/ Thomas E. Claugus
Thomas E. Claugus, President
BAY RESOURCE PARTNERS OFFSHORE, LTD.
Date: October 25, 2000 By: /s/ Thomas E. Claugus
Thomas E. Claugus, Director
GMT CAPITAL CORP.
Date: October 25, 2000 By: /s/ Thomas E. Claugus
Thomas E. Claugus, President
Schedule A
The following persons, in addition to Mr. Claugus, are the directors or
executive officers of GMT Capital:
Name and Principal Occupation or
Business Address Employment and Citizenship
Ned Case Mr. Case is the Vice President and General
2100 RiverEdge Parkway, Suite 840 Manager of GMT Capital with responsibility
Atlanta, Georgia 30328 for financial management, administrative
functions, trading, marketing, and
performing investment research. Mr. Case
is a United States citizen.
Steven Levy Mr. Levy is GMT Capital's Vice President of
2100 RiverEdge Parkway, Suite 840 Investments and provides research and
Atlanta, Georgia 30328 investment analysis primarily focused on
the health care industry.
Schedule B
The following persons, in addition to Mr. Claugus, are the directors and
executive officers of Bay Offshore:
Name and Principal Occupation or
Business Address Employment and Citizenship
Clive Harris, BSc. (Econ), A.C.A. Mr. Harris is a British National,
International Management Services Ltd. resident in the Cayman Islands. He is
PO Box 61GT a partner of Paul Harris & Company, a
George Town, Grand Cayman Cayman Islands firm of Chartered
BWI Accountants, and Managing Director of
International Management Services
Ltd., the company management arm of
that firm. Mr. Harris is a Director
of Bay Offshore.
Martin Lang Mr. Lang has been a member of the
International Management Services Ltd. Institute of Chartered Accountants in
PO Box 61GT England and Wales since 1991 and
George Town, Grand Cayman is employed by International
BWI Management Services Ltd. as a Company
Manager. Mr. Lang is a Director of
Bay Offshore and a citizen of the
United Kingdom.
EXHIBIT 7.1
Agreement Regarding Joint Filing
The undersigned agree that a Schedule 13D, and any amendments thereto
that may be required, shall be filed jointly on behalf of the undersigned, and
any other person or entity who may hereafter be included in the definition of
"Claugus Group" in any required amendment, when and if required under
provisions of the Securities Exchange Act of 1934 or rules or regulations of
the Securities and Exchange Commission thereunder.
Date: October 25, 2000 /s/ Thomas E. Claugus
Thomas E. Claugus
BAY RESOURCE PARTNERS, L.P.
By: GMT Capital Corp., General Partner
Date: October 25, 2000 By: /s/ Thomas E. Claugus
Thomas E. Claugus, President
BAY RESOURCE PARTNERS OFFSHORE, LTD.
Date: October 25, 2000 By: /s/ Thomas E. Claugus
Thomas E. Claugus, Director
GMT CAPITAL CORP.
Date: October 25, 2000 By: /s/ Thomas E. Claugus
Thomas E. Claugus, President
