UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Hemagen Diagnostics Inc.
______________________________________________________
(Name of Issuer)
Common Stock, $0.01 Par Value
______________________________________________________
(Title of Class of Securities)
423501105
____________________________________
(CUSIP Number)
December 31, 1997
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
--x- Rule 13d-1(b)
---- Rule 13d-1(c)
---- Rule 13d-1(d)
*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).
CUSIP No.423501105 13G Page 2 of 12
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Fund III, L.P. F13-3737427
MGP Advisers Limited Partnership F13-3263120
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 795,700 (including 200,000
SHARES warrants)
BENEFICIALLY ------------------------------------------------
OWNED BY (6) SHARED VOTING POWER None
EACH REPORTING -------------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER 795,700 (including
200,000 warrants
------------------------------------------------
(8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
795,700 (including 200,000 warrants)
- ----------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
- ----------------------------------------------------------------
CUSIP No. 423501105 13G Page 3 of 12
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Cayman Fund, L.P. 98-0132442
AWM Investment Company, Inc. 11-3086452
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Grand Cayman / Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 190,600
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY (6) SHARED VOTING POWER None
EACH -------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER 190,600
PERSON WITH:
-------------------------------------------------
(8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
190,600
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IV/IA
- ----------------------------------------------------------------
CUSIP No. 7423501105 13G Page 4 of 12
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Austin W. Marxe
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 986,300
OWNED BY (including 200,000 warrants)
EACH -------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER None
PERSON WITH: -------------------------------------------------
(8) SHARED DISPOSITIVE POWER 986,300
(including 200,000 warrants)
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
986,300 (including 200,000 warrants)
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
CUSIP No. 423501105 13G Page 5 of 12
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
David M. Greenhouse
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 986,300
OWNED BY (including 200,000 warrants)
EACH -------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER None
PERSON WITH: -------------------------------------------------
(8) SHARED DISPOSITIVE POWER 986,300
(including 200,000 warrants)
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
986,300 (including 200,000 warrants)
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
Page 6 of 12 Pages
Item 1.
(a) Name of Issuer: Hemagen Diagnostics Inc.
(b) Address of Issuer's Principal Executive Offices:
34-40 Bear Hill Road, Waltham MA 02154
Item 2.
(a) Name of Person Filing: 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)
Special Situations Cayman Fund, L.P., a Cayman Islands limited
partnership (the "Cayman Fund"); (iv) AWM Investment Company,
Inc., a Delaware corporation ("AWM"); (v) Austin W. Marxe and
(vi) David Greenhouse. Each of the foregoing is hereinafter
individually referred to as a "Reporting Person" and
collectively as the "Reporting Persons."
(b) Address of Principal Business Office or, if none,
Residence: The principal office and business address of the
Reporting Persons, excluding the Cayman Fund, is 153 East 53
Street, New York, New York 10022. The principal office and
business address of the Cayman Fund is c/o CIBC Bank and Trust
Company, P.O. Box 694, Edwards Street, Grand Cayman, Cayman
Islands, BWI.
(c) Citizenship: The Fund and MGP are Delaware limited
partnership. The Cayman Fund was formed under the laws of the
Cayman Islands and AWM is a Delaware corporation. Austin W.
Marxe and David M. Greenhouse are United States citizens. The
Page 7 of 12 Pages
business of the Fund and the Cayman Fund is to acquire,
purchase, invest in, sell, convey, transfer, exchange and
otherwise trade in principally equity and equity related
securities. The principal business of MGP is to act as
general partner of and investment adviser to the Fund. MGP is
a registered investment adviser under the Investment Advisers
Act of 1940, as amended. The principal business of AWM is to
act as general partner of and investment adviser to the Cayman
Fund. AWM is a registered investment adviser under the
Investment Advisers Act of 1940 and is also the sole general
partner of MGP. Austin W. Marxe is a limited partner of MGP
and is the President and Chief Executive Office of AWM. The
principal occupation of Austin W. Marxe and David Greenhouse
is to serve as officers, directors and members or principal
shareholders of the Advisers.
2(d) Title of Class of Securities: See cover sheets.
2(e) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to $240.13d-1(b)
or 240.13d-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
Page 8 of 12 Pages
Investment Company Act of 1940;
(e) (x) An Investment Adviser in accordance with $240.13d-
1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with $240.13d-1(b)(I)(ii)(F);
(g) (x) A parent holding company or control person in
accordance with $240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 986,300 shares of Common
Stock are beneficially owned by Austin W. Marxe and David
Greenhouse; of which 595,700 shares of common stock and
200,000 warrants are owned by the Fund and 190,600 shares
of common stock are owned by the Cayman Fund.
(b) Percent of Class: 12.3 percent of the Common Stock are
beneficially owned by Austin Marxe and David Greenhouse.
9.9 percent of the Common Stock are beneficially owned by
the Fund and 2.4 percent are beneficially owned by the
Cayman Fund.
Page 9 of 12 Pages
(c) Number of Shares as to which the person has Rights to
Vote and/or Dispose of Securities: The Fund, MGP, the
Cayman Fund and AWM have sole power to vote or to direct
the vote and to dispose or to direct the disposition of
all securities reported hereby which are respectively
beneficially owned by each Fund and its Adviser.
Austin Marxe and David Greenhouse have shared power to
vote or to direct the vote of and to dispose or to direct
the disposition of securities reported hereby which are
beneficially owned by Austin Marxe and David Greenhouse
by virtue of being Executive Officers of the Investment
Advisers.
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.
Page 10 of 12 Pages
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: August 24, 1998
SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Managing Director
MGP ADVISERS Limited Partnership
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By: /s/ Austin W. Marxe
Austin W. Marxe
Managing Director
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
Austin W. Marxe
President and CEO
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
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 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.
