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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.:
Name of Issuer: Fischer Imaging Corp.
Title of Class of Securities: Common Stock
CUSIP Number: 337719108
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Arnold Snider c/o Deerfield Management,
450 Lexington Avenue, Suite 1930,
New York, New York 10017, (212) 551-1600
(Date of Event which Requires Filing of this Statement)
September 26, 1996
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 [ ].
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
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 cover 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).
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CUSIP No. 337719108
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Deerfield Capital, L.P. #13-3745117
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
371,040
9. Sole Dispositive Power:
10. Shared Dispositive Power:
371,040
11. Aggregate Amount Beneficially Owned by Each Reporting Person
371,040
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)
5.4%
14. Type of Reporting Person
PN
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CUSIP No. 337719108
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Deerfield Management Company #13-3738772
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
28,960
9. Sole Dispositive Power:
10. Shared Dispositive Power:
28,960
11. Aggregate Amount Beneficially Owned by Each Reporting Person
28,960
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)
.4%
14. Type of Reporting Person
PN
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CUSIP No. 337719108
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Arnold H. Snider ####-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
400,000
9. Sole Dispositive Power:
10. Shared Dispositive Power:
400,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
400,000
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)
5.8%
14. Type of Reporting Person
IN
Item 1. Security and Issuer
This statement relates to shares of common stock (the
"Common Stock") of Fischer Imaging Corp. (the
"Company"). The Company's principal executive office is
located at 12300 North Grant Street, Denver, Colorado
80241-3120.
Item 2. Identity and Background
This statement is being filed on behalf of Deerfield
Capital, L.P. ("Deerfield Capital"), a Delaware limited
partnership, Deerfield Management Company ("Deerfield
Management"), a New York limited partnership and Arnold
H. Snider (together referred to as the "Reporting
Persons"). The principal business of each of the
Reporting Persons is to act as an investment adviser;
the principal office of each of the Reporting Persons is
at 450 Lexington Avenue, Suite 1930, New York, NY
10017. Deerfield Capital is the general partner of
Deerfield Partners, L.P., a Delaware limited
partnership, and Deerfield Management is the investment
manager of Deerfield International Limited, a British
Virgin Islands corporation (together referred to as the
"Funds").
Arnold H. Snider is the sole shareholder, president and
director of Snider Capital Corp., a Delaware corporation
which serves as the general partner of Deerfield
Capital. Mr. Snider is also the sole shareholder,
president and director of Snider Management Corporation,
a Delaware corporation which serves as the general
partner of Deerfield Management.
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
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activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
Mr. Snider is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Persons
beneficially own, in the aggregate, 400,000 shares of
the Company's Common Stock. All 400,000 shares of
Common Stock are held by the Funds. The shares of
Common Stock were purchased in open market transactions
at an aggregate cost of $4,207,886. The funds for the
purchase of the Common Stock held in the Funds came from
each entity's own funds or from margin loans entered
into in the ordinary course of business.
Item 4. Purpose of Transactions.
The shares of Common Stock beneficially owned by the
Reporting Persons were acquired for, and are being held
for, investment purposes.
The Reporting Persons have no plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule
13D.
Item 5. Interest in Securities of Issuer.
As of the date hereof, the Reporting Persons are the
beneficial owners of an aggregate of 400,000 shares of
the Company's Common Stock. Based on information
received from the Company, we believe there to be
6,894,835 shares of the Company's Common Stock
outstanding as of August 31, 1996. Therefore, the
Reporting Persons beneficially own an aggregate of 5.8%
of the Company's outstanding shares of Common Stock.
Deerfield Capital beneficially owns 371,040 shares of
Common Stock, through Deerfield Partners, L.P., equal to
5.4% of the Company's outstanding shares of Common
Stock. Deerfield Management beneficially owns 28,960
shares of Common Stock, through Deerfield International
Limited, equal to .4% of the Company's outstanding
shares of Common Stock. Mr. Snider beneficially owns,
through Deerfield Capital and Deerfield Management,
400,000 shares of Common Stock equal to 5.8% of the
Company's outstanding shares of Common Stock. The
Reporting Persons have the shared power to vote, direct
the vote, dispose of or direct the disposition of all
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the shares of the Company's Common Stock that they
currently beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Common Stock.
Item 7. Material to be Filed as Exhibits.
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock that were effected by
the Reporting Persons during the past 60 days.
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Signature
The undersigned, after reasonable inquiry and to
the best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
October 7, 1996
DEERFIELD CAPITAL, L.P.
By: Snider Capital Corp.,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
DEERFIELD MANAGEMENT COMPANY
By: Snider Management Company,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
ARNOLD H. SNIDER
/s/ Arnold H. Snider
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Transaction Shares Acquired Price Per Share
Date (Sold) (Not Including Commission)
______________ _______________ __________________________
9/19/96 35,000 5.88
9/26/96 15,000 6.00
10/01/96 1,785 5.61
10/01/96 (1,785) 5.51
10/03/96 50,000 6.09
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00871001.AL1
