SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
SCIMED Life Systems, Inc.
(NAME OF ISSUER)
Common Stock, $.05 par value
(TITLE OF CLASS OF SECURITIES)
808614 10 1
(CUSIP NUMBER)
Check the following box if a fee is being paid with this
statement. [x]
(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 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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13G
CUSIP No. 808614 10 1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Ardsley Advisory Partners
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
- 0 -
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
945,500
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
945,500
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
945,500
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.2%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13G
CUSIP No. 808614 10 1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Philip J. Hempleman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
- 0 -
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
945,500
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
945,500
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
945,500
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.2%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(a) NAME OF ISSUER:
SCIMED Life Systems, Inc. (the "Company")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One SCIMED Place
Maple Grove, MN 55311-1566
ITEM 2(a) NAME OF PERSON FILING:
Ardsley Advisory Partners
Philip J. Hempleman
ITEM 2(b) ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
646 Steamboat Road, Greenwich, Connecticut 06830
ITEM 2(c) CITIZENSHIP:
Ardsley Advisory Partners is a general partnership
organized under the laws of the State of Connecticut.
Philip J. Hempleman is a citizen of the United States.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common stock, $.05 par value (the "Common Stock").
ITEM 2(e) CUSIP NUMBER:
808614 10 1
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 Securities Exchange Act of 1934 (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) [ ] Investment Company registered under Section 8
of the Investment Company Act of 1940
(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 Security Act of 1974 or
Endowment Fund; see Sec. 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
Sec. 240.13d-1(b)(ii)(G) (Note: See item 7)
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(h) [ ] Group, in accordance with Sec. 240.13d-
1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
945,500
(b) Percentage of Class:
6.2% (based on the 15,297,925 shares of
Common Stock reported to be outstanding as of
September 30, 1994, as reflected in the
Company's Form 10-Q for the quarter ended
August 31, 1994.)
(c) Number of shares as to which such person has:
(i) sole power to vote
-0-
(ii) shared power to vote or to direct the
vote
945,500
(iii) sole power to dispose or to direct
the disposition of
-0-
(iv) shared power to dispose or to direct
the disposition of
945,500
By virtue of Mr. Hempleman's position as managing
partner of Ardsley Advisory Partners, Mr. Hempleman may be deemed
to have the shared power to vote or direct the vote of, and the
shared power to dispose, or direct the disposition of the 945,500
shares of Common Stock held by the discretionary accounts managed
by Ardsley Advisory Partners, constituting 6.2% of the shares
outstanding and, therefore, Mr. Hempleman may be deemed to be the
beneficial owner of such shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
This Schedule 13G is filed by Ardsley Advisory
Partners, a Connecticut general partnership ("Advisory"), which
is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, as amended, with respect to the
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945,500 shares of Common Stock held by Advisory at December 31,
1994, for the discretionary accounts of certain clients,
including investment partnerships for which (i) Advisory serves
as the management company and (ii) a general partnership
comprised of the same partners as comprise Advisory serves as
general partner.
By reason of the provisions of Rule 13d-3 under the
Act, Advisory is deemed to own beneficially the shares owned by
the managed accounts. Each client for whose account Advisory had
purchased Common Stock has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, such shares purchased for his account. No such client
has any of the foregoing rights with respect to more than five
percent of the class of securities identified in Item 2(d).
There is no agreement or understanding among such persons to act
together for the purpose of acquiring, holding, voting or
disposing of any such securities.
To the knowledge of Advisory, no other person has the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, a number of such shares
which represents more than 5% of the number of outstanding shares
of Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION
OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below, the undersigned certify that, to the
best of the undersigned's knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not 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 purposes or effect.
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SIGNATURES
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete and
correct.
February 13, 1995
(Date)
ARDSLEY ADVISORY PARTNERS
/s/ Philip J. Hempleman
(Signature)
Philip J. Hempleman
Managing Partner
(Name/Title)
PHILIP J. HEMPLEMAN
/s/ Philip J. Hempleman
(Signature)
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