SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
NutraMax Products, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
67061A300
(CUSIP Number)
Steven L. Gevirtz
Katana Capital Advisors LLC
Katana Fund LLC
(formerly known as Peritus Capital Partners LLC)
1859 San Leandro Lane
Santa Barbara, CA 93108
805-565-2232
Timothy J. Gramatovich
Peritus Capital Partners LLC
315 East Canon Perdido
Santa Barbara, CA 93101
805-882-9169
Steven L. Gevirtz
Katana Capital Advisors LLC
1859 San Leandro Lane
Santa Barbara, CA 93108
805-565-2232
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 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(b)(3) or (4), check the following box [ ].
1
SCHEDULE 13D/A
CUSIP NO. 67061A300
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Katana Fund LLC, formerly known as Peritus Capital Partners, LLC
I.D. # 77-0493842
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER-0
8 SHARED VOTING POWER-765,200
9 SOLE DISPOSITIVE POWER-0
10 SHARED DISPOSITIVE POWER-765,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
765,200
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
14 TYPE OF REPORTING PERSON
OO
Schedule 13D/A
CUSIP NO. 67061A300
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peritus Asset Management, Inc.
I.D. # 94-3174137
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER-0
8 SHARED VOTING POWER-370,990
9 SOLE DISPOSITIVE POWER-0
10 SHARED DISPOSITIVE POWER-370,990
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
370,990
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON
IA
SCHEDULE 13D/A
CUSIP NO. 67061A300
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Katana Capital Advisors, LLC
I.D. # 77-0538075
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER-0
8 SHARED VOTING POWER-765,200
9 SOLE DISPOSITIVE POWER-0
10 SHARED DISPOSITIVE POWER-765,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
765,200
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
14 TYPE OF REPORTING PERSON
IA
This Statement, which is being filed by Katana Capital Advisors LLC, Katana Fund LLC (formerly known as Peritus Capital
Partners LLC) and Peritus Asset Management, Inc. constitutes Amendment Number Two to the Schedule 13D originally filed with
the Securities and Exchange Commission on October 18, 1999 (the "Schedule 13D"). The Schedule 13D relates to the shares of
Common Stock, par value $.01 per share (the "Common Stock"), of NutraMax Products, Inc., a Delaware Corporation
(the "Company").
Item 2. Identity and Background
Effective July 1, 2000, Peritus Capital Partners, LLC has changed its name to Katana Fund LLC,
and its address changed to 1859 San Leandro Lane, Santa Barbara, CA 93108.
Also effective July 1, 2000, Peritus Asset Management, Inc. resigned as the manager of Katana Fund
LLC. Katana Capital Advisors, LLC, a California limited liability company whose business address is 1859 San
Leandro Lane, Santa Barbara, CA 93108 and who is principally occupied as an investment advisor, became the new manager
of Katana Fund LLC.
Item 4. Purpose of Transaction
On June 30, 2000, Peritus Capital Partners, LLC (now Katana Fund, LLC) loaned $8,100,000 to the Company in
fulfillment of its letter agreement, dated May 1, 2000, with the Company, Fleet National Bank, National Bank of Canada,
The Sumitomo Bank, Limited, Senior Debt Portfolio, Cape Ann Investors, L.L.C. and Mr. Bernard Korman (the Letter Agreement) and,
a commitment letter agreement, dated May 1, 2000, with the Company and each of its subsidiaries (the Commitment Letter).
A copy of the Letter Agreement is attached as Exhibit 2 to Amendment #1 to the Schedule 13D filed by Peritus Capital Partners, LLC
on May 5, 2000 and a copy of the Commitment Letter is attached as Exhibit 3 to Amendment #1 to the Schedule 13D filed by Peritus
Capital Partners, LLC on May 5, 2000. The $8,100,000 represents the Reporting Persons principal contribution to the Junior
Subsequent Debtor-In-Possession Credit Agreement. These transactions are described further in the Amendment #1 to the Schedule
13D filed by Peritus Capital Partners, LLC on May 5, 2000
Item 5.Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended to add the following:
As of June 30, 2000, the date of the first event that requires the filing of this Amendment to Schedule 13D
(the funding by Peritus
Capital Partners, LLC of its part of the Junior Subsequent Debtor-In-Possession Credit Agreement), Peritus Capital Partners, LLC,
beneficially owned 765,200 shares of the class of securities identified pursuant to Item 1, representing 10.7% of the total
outstanding shares of the class. As of that date, June 30, 2000, Peritus Asset Management, Inc. beneficially owned 1,166,690 shares
of the class of securities identified pursuant to Item 1(representing the shares beneficially owned by Peritus Capital Partners, LLC
and shares managed for other clients of Peritus Asset Management, Inc.), representing 16.3% of the total outstanding shares of the
class.
As of July 1, 2000, the date of the second event which requires the filing of this Amendment to Schedule 13D
(the transfer of
management and change of name of Peritus Capital Partners, LLC), upon and as a result of, the transfer of management of Katana Fund
LLC (formerly Peritus Capital Partners, LLC) from Peritus Asset Management, Inc. to Katana Capital Advisors, LLC, Katana Capital
Advisors, LLC became the beneficial owner of 765,200 shares, representing 10.7% of the total outstanding shares of the class of
securities identified pursuant to Item 1.
Effective July 1, 2000, Peritus Asset Management, Inc. ceased to be the beneficial owner of shares
owned by Katana Fund LLC (formerly
PCP) and, as a result, beneficially owned 370,990 shares, representing 5.2% of the total outstanding shares of the class of
securities identified pursuant to Item 1. Peritus Asset Management, Inc. will no longer be a member of the group covered by this
Schedule 13D and will file separately.
The stated percentages are based on 7,156,266 shares of the Common Stock of the Company outstanding as
of April 29,
1999, as reported in the Company's quarterly report on Form 10-Q filed May 18, 1999.
The following reportable transactions also occurred in the sixty days preceding this filing:
Trade Blotter
DATE BUYER/SELLER NUMBER OF SHARES PRICE PER TYPE OF
SHARE TRANSACTION
5/11/2000 PCP,LLC 9,500 $0.625 OM
5/16/2000 PCP,LLC 22,500 $0.625 *
5/17/2000 PCP,LLC 8,000 $0.40 *
Note: OM= Open Market Transaction
*=Transfer from an investment account managed by Peritus Asset Management, Inc. to Peritus Capital Partners, LLC (now Katana Fund,
LLC).
2
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in the statement
is true, complete and correct.
Dated: July 10, 2000
KATANA FUND LLC, formerly known as PERITUS CAPITAL PARTNERS, LLC
By: Katana Capital Advisors, LLC, Manager
By: /s/
_______________________________________________
Steven L. Gevirtz, President
PERITUS ASSET MANAGEMENT, INC.
By: /s/
______________________________________________
Timothy J. Gramatovich, President
KATANA CAPITAL ADVISORS, LLC
By: /s/
______________________________________________
Steven L. Gevirtz, President
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
1 Joint Filing Agreement, dated October 18, 1999,
among the Reporting Persons.**
2 Letter Agreement dated May 1, 2000, among the Issuer,
Fleet National Bank, National Bank of Canada, The
Sumitomo Bank, Limited, Senior Debt Portfolio, Cape Ann
Investors, L.L.C., Peritus and Mr. Korman.***
3 Commitment Letter Agreement, dated May 1, 2000
between NutraMax and Cape Ann Investors, L.L.C., Peritus
and Mr. Korman.***
4 Joint Filing Agreement, dated July 10, 2000.
** Previously filed with Schedule 13D, dated October 18, 1999.
*** Previously filed with Schedule 13D/A, dated May 5, 2000.
________
