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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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Cardiac Control Systems, Inc.
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(Name of Issuer)
Common Stock, $ .10 Par Value
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(Title of Class of Securities)
1419909D5R
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the disclosures provided in a prior page.
The information required in 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 1 of 12 Pages
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CUSIP No. 1419909D5R 13G Page 2 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Special Situations Fund III, L.P. ("The Fund")
F13-3737427
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power 294,090
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
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(7) Sole Dispositive
Power 294,090
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
294,090
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
17.7%
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(12) Type of Reporting Person*
IV
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 1419909D5R 13G Page 3 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
MGP Advisers Limited Partnership ("MGP")
F13-3263120
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power None
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
--------------------------------------------------
(7) Sole Dispositive
Power 294,090
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
294,090
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
17.7%
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(12) Type of Reporting Person*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 1419909D5R 13G Page 4 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
AWM Investment Company, Inc. ("AWM")
11-3086452
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power 110,283
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
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(7) Sole Dispositive
Power 401,373
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
401,373
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
22.7%
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(12) Type of Reporting Person*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 1419909D5R 13G Page 5 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Austin W. Marxe
###-##-####
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States
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Number of Shares (5) Sole Voting
Beneficially Power 137,068
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 294,090
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(7) Sole Dispositive
Power 431,158
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
431,158
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
24.0%
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(12) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 6 of 12 Pages
Item 1.
(a) NAME OF ISSUER: Cardiac Control systems, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3 Commerce Blvd. Palm Coast, FLa. 32137
Item 2.
(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND PLACE
OF ORGANIZATION: This statement is filed on behalf of (i) Special
Situations Fund III, L.P., a Delaware limited partnership (the
"Fund"), (ii) MGP Advisers Limited Partnership, a Delaware Limited
Partnership ("MGP"), (iii) AWM Investment Company, Inc., a Delaware
corporation ("AWM") and (iv) Austin W. Marxe. Each of the foregoing
is hereinafter individually referred to as a "Reporting Person" and
collectively as the "Reporting Persons." The principal office and
business address of the Reporting Persons is 153 East 53 Street, New
York, New York 10022. The busines of the Fund is to acquire,
purchase, invest in, sell, convey, transfer, exchange and otherwise
trade in principally equity and equity related securities. MGP is a
general partner of and investment adviser to the Fund. MGP is
registered as a investment adviser under the Investment Advisers Act
of 1940, as amended. The principal business of MGP is to act as a
general partner of and investment adviser to the Fund. AWM, a
Delaware corporation primarily owned by Austin Marxe, serves as the
sole
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Page 7 of 12 Pages
general partner of MGP. AWM is a registered investment adviser under
the Investment Advisers Act of 1940 and also serves as the investment
adviser to, and general partner of, Special Situations Cayman Fund,
L.P., a limited partnership formed under the laws of the Cayman
Islands (the "Cayman Fund"). Austin W. Marxe is also the principal
limited partner of MGP and is the President and Chief Executive
Officer of AWM. Mr. Marxe is principally responsible for the
selection, acquisition and disposition of the portfolio securities by
AWM on behalf of MGP, the Fund and the Cayman Fund.
2(b) TITLE OF CLASS OF SECURITIES: See cover sheets.
2(c) CUSIP NUMBER: See cover sheets.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under section 15 of the Act
(b) ( ) Bank as defined in section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act
(d) (x) Investment Company registered under section 8 of the Investment
Company Act
(e) (x) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income
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Page 8 of 12 Pages
Security Act of 1974 or Endowment Fund
(g) (x) Parent Holding Company, in accordance with $240.13d
-1 (b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii) (H)
See Exhibit A attached hereto.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 431,158 shares of Common Stock are beneficially
owned by Austin W. Marxe. This amount is composed of 800,000 Convertible
Debentures, convertible into 285,714 shares of Common Stock owned by the
Fund, 300,000 Convertible Debentures, convertible into 107,142 shares of
Common Stock owned by the Cayman Fund, 75,000 Convertible Debentures,
convertible into 26,875 shares of Common Stock owned by Austin Marxe, along
with 8,376 common shares owned by the Fund and 3,141 shares owned by the
Cayman Fund. 401,373 shares of Common Stock are beneficially owned by AWM
as a result of the 800,000 Convertible Debentures and 8,376 shares of
common stock owned by the Fund and the 300,000 Convertible Debentures and
3,141 shares of Common Stock owned by the Cayman Fund. 294,090 shares of
Common Stock are beneficially owned by the Fund and MGP as a result of the
800,000 Convertible Debentures owned by the Fund and 8,376 shares directly
owned by the Fund.
(b) PERCENT OF CLASS: 24 percent of the Common Stock are
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Page 9 of 12 Pages
beneficially owned by Austin Marxe, and 22.7 percent by AWM. 17.7 percent
of the Common Stock are beneficially owned by MGP and the Fund.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS RIGHTS TO VOTE AND/OR DISPOSE
OF SECURITIES: The Fund has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of all securities reported
hereby which are beneficially owned by the Fund. MGP has the sole power to
dispose or to direct the disposition of all securities reported hereby
which are beneficially owned by MGP. AWM has the the sole power to vote or
to direct the vote of securities reported hereby which are beneficially
owned by AWM by virtue of it being the Investment Adviser to the Special
Situations Cayman Fund, L.P.. AWM has the sole power to dispose or to
direct the disposition of all securites reported hereby which are
beneficially owned by AWM. Austin Marxe has the sole power to vote or to
direct the vote of securities reported hereby which are beneficially owned
by Austin Marxe by virtue of being the primary owner of and President and
Chief Executive Officer of AWM and by virtue of direct ownership. Austin
W. Marxe has shared power to vote or to direct the vote of all shares
beneficially owned by Austin Marxe by virtue of being an Individual General
Partner of the Fund. Austin W. Marxe has the sole power to dispose or to
direct the
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Page 10 of 12 Pages
disposition of all securities reported hereby which are beneficially owned by
Austin Marxe.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is
being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more that five percent of the class of
securities, check the following __.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The
Fund and the Cayman Fund as owners of the securities in question, have the
right to receive any dividends from, or proceeds from the sale of, such
securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Exhibit A
attached hereto.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not
applicable
Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable.
Item 10. CERTIFICATION:
Each of the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: 1/4/96
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SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
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Austin W. Marxe
Individual General Parnter
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc.
By:/s/ Austin W. Marxe
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Austin W. Marxe
President and Chief Executive Officer
AWM INVESTMENT COMPANY, INC.
By:/s/ Austin W. Marxe
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Austin W. Marxe
President and Chief Executive Officer
/s/ Austin W. Marxe
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AUSTIN W. MARXE
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Page 12 of 12 Pages
EXHIBIT A
This Exhibit explains the relationship between the Reporting Persons. AWM
is the sole general partner of MGP, a registered investment adviser under the
Investment Advisers Act of 1940, as amended. MGP is a general partner of and
investment adviser to the Fund. AWM is a registered investment adviser under
the Investment Advisers Act of 1940 and also serves as the general partner of,
and investment adviser to, the Cayman Fund. Austin W. Marxe is the principal
owner and President of AWM.
