SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NUTRAMAX PRODUCTS, INC.
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(Name of the Issuer)
COMMON STOCK
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(Title of Class of Securities)
67061A300
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(CUSIP Number)
Timothy J. Gramatovich
Peritus Capital Partners, LLC
315 East Canon Perdido Street
Santa Barbara, California 93101
(805) 882-9169
With Copies To:
Michael D. Schley
Schley & Look, LLP
797 Ashley Road
Santa Barbara, California 93108
(805) 969-3263
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 18, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [X]
SCHEDULE 13D
CUSIP NO. 67061A300
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peritus Capital Partners, LLC
I.D. # 77-0493842
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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
WC
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5 CHECK 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
California
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NUMBER 7 SOLE VOTING POWER
OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 725,700
BY --------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
725,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,700
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
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14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP NO. 67061A300
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peritus Asset Management, Inc.
I.D. # 94-3174137
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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
WC
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5 CHECK 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
California
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NUMBER 7 SOLE VOTING POWER
OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,332,830
BY --------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,332,830
-----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,332,830
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
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14 TYPE OF REPORTING PERSON
IA
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SCHEDULE 13D
CUSIP NO. 67061A300
This Schedule 13D is filed on behalf of Peritus Asset Management, Inc. and
Peritus Capital Partners, LLC, as a group, pursuant to Rule 13d-1(k)(1) (the
"Reporting Persons"). With respect to Peritus Asset Management, Inc., this
Schedule 13D replaces the Schedule 13G filed by it on February 2, 1999, and
amended on May 10, 1999 and October 8, 1999. With respect to Peritus Capital
Partners, LLC, this Schedule 13D replaces the Schedule 13G filed by it on April
30, 1999 and amended October 8, 1999. This Schedule 13D is being filed to
reflect a change in intent of the Reporting Persons, as required under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
In preparing this Schedule 13D, the Reporting Persons discovered minor errors in
their earlier calculations of aggregate share holdings, which are being
corrected in this filing.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock of Nutramax Products,
Inc. The address of the issuer's principal executive offices is 9 Blackburn
Drive, Gloucester, MA 01930.
ITEM 2. IDENTITY AND BACKGROUND.
THE REPORTING PERSONS:
(a) Name and jurisdiction of organization: This statement is filed by Peritus
Capital Partners, LLC, a California limited liability company, and Peritus Asset
Management, Inc., a California corporation.
(b) Principal business: The principal business of Peritus Asset Management,
Inc., is as an investment advisor. The principal business of Peritus Capital
Partners, LLC is as a private investment fund.
(c) Address: The address of the principal business and principal office of each
Reporting Person is: 315 East Canon Perdido, Santa Barbara, California, 93101.
EXECUTIVE OFFICERS AND DIRECTORS:
Peritus Asset Management, Inc. is the manager of Peritus Capital Partners, LLC,
which has no other manager, director or officer. The executive officers and
directors of Peritus Asset Management, Inc., and the information required by
paragraphs (a) through (c) of Item 2, are as follows:
Timothy J. Gramatovich, President, Chief Investment Officer,
Chief Financial Officer and Director
Peritus Asset Management, Inc.
315 East Canon Perdido Street
Santa Barbara, California 93101
Ronald J. Heller, Senior Vice President, Portfolio Manager, Secretary,
Treasurer and Director
Peritus Asset Management, Inc.
315 East Canon Perdido Street
Santa Barbara, California 93101
(d) Neither Reporting Person, nor, to the best of their knowledge, any of the
other individuals identified in Item 2 has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither Reporting Person, nor, to the best of their knowledge, any of the
individuals identified in Item 2 has, during the last five years, 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.
(f) Messrs. Gramatovich and Heller are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds for the acquisitions by Peritus Asset Management, Inc. has
been client funds. The source of funds for the acquisitions by Peritus Capital
Partners, LLC has been funds of investing members. These are the only
anticipated sources of any future purchases, except that Peritus Capital
Partners, LLC is authorized under its charter documents to borrow funds for
investment purposes and may choose to do so.
ITEM 4. PURPOSE OF TRANSACTION
All of the Shares reported herein have been acquired for investment purposes.
The Reporting Persons reserve the right to acquire, or cause to be acquired,
additional securities of the issuer, to dispose of, or caused to be disposed,
such securities at any time or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed advisable in
light of general investment and trading policies of the Reporting Persons,
market conditions or other factors.
On or about October 18, 1999, the Reporting Persons determined to take an active
role, where possible and appropriate, in influencing future business decisions
of the Issuer and business decisions of other parties that may affect the future
of the Issuer. Accordingly, they are changing their filing status from that of
"passive" investors reporting on Schedule 13G. The Reporting Persons currently
have no plan or proposal which relates to or would result in any of the actions
or transactions described in paragraphs (a) through (j) of Item 4 of the
instructions to this report.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of the class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2, are as
follows:
Peritus Asset Management, Inc.: 1,332,830 shares, 18.6% (including shares
beneficially owned by Peritus Capital Partners, LLC,reported below).
Peritus Capital Partners, LLC: 725,700 shares, 10.1%.
Mr. Gramatovich: -0-
Mr. Heller:-0-
The stated percentages are based on the issuer's report of 7,156,266 shares of
Common Stock outstanding in its quarterly report on Form 10-Q filed May 18,
1999.
(b) The voting and dispositive powers with respect to the shares held by the
Reporting Persons rest solely in Peritus Asset Management, Inc.
(c) The reporting persons engaged only in purchase transactions in the last 60
days, which are reported below:
<TABLE>
<CAPTION> Trade Blotter
DATE BUYER NUMBER OF PRICE PER
SHARES SHARE
<S> <C> <C> <C>
8/17/99 PAM 1,000 $4.00
8/17/99 PAM 3,000 $4.13
8/25/99 PAM 4,000 $2.00
8/26/99 PAM 6,300 $1.88
8/30/99 PAM 10,000 $2.03
8/31/99 PAM 10,000 $2.03
9/1/99 PAM 3,300 $2.00
9/2/99 PAM 13,000 $2.03
9/2/99 PAM 2,500 $1.97
9/2/99 PAM 5,000 $1.91
9/7/99 PCP 25,300 $2.00
9/7/99 PAM 25,300 $2.00
9/8/99 PAM 60,000 $2.00
9/14/99 PCP 66,700 $1.59
9/17/99 PAM 4,500 $1.94
9/20/99 PCP 44,300 $1.78
9/23/99 PAM 34,000 $1.93
9/23/99 PAM 24,000 $1.94
</TABLE>
Notes: PAM = Peritus Asset Management, Inc. PCP = Peritus Capital Partners, LLC
All shares were purchased through broker transactions on the open market.
(d) and (e): Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships among the
persons named in Item 2 or between such persons and any other person with
respect to any securities of the Company, except as reported in this Schedule
13D
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Joint Filing Agreement, dated as of October 18, 1999, by and among the Reporting
Entities.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 18, 1999
PERITUS CAPITAL PARTNERS, LLC
By: Peritus Assets Management, Inc.,
Manager
By: /s/ Timothy J. Gramatovich
------------------------------------------
Timothy J. Gramatovich
Chief Investment Officer
PERITUS ASSET MANAGEMENT, INC.
By: /s/ Timothy J. Gramatovich
----------------------------------------
Timothy J. Gramatovich
Chief Investment Officer
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Common Stock of Nutramax Products, Inc., is, and any
amendment thereto signed by each of the undersigned shall be, filed on behalf of
each undersigned pursuant to and in accordance with the provisions of 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Dated: October 18, 1999
PERITUS CAPITAL PARTNERS, LLC
By: Peritus Asset Management, Inc.,
Manager
By: /s/ Timothy J. Gramatovich
--------------------------------------
Timothy J. Gramatovich
Chief Investment Officer
PERITUS ASSET MANAGEMENT, INC.
By: /s/ Timothy J. Gramatovich
--------------------------------------
Timothy J. Gramatovich
Chief Investment Officer
