SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
MENLO ACQUISITION CORPORATION (f.k.a. Focus Surgery, Inc.)
__________________________________________________________
(Name of Issuer)
Common Stock, $0.001 Par Value
______________________________
(Title of Class of Securities)
586818106
______________
(CUSIP Number)
December 31, 1999
____________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] 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 disclosure
provided in a prior cover page.
The information required on 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).
Continued on following page(s)
Page 1 of 14 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 586818106 Page 2 of 14 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 4,042
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 4,042
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,042
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.08%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 586818106 Page 3 of 14 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
GEORGE SOROS (in the capacity described herein)
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
5 Sole Voting Power
Number of 6,034
Shares
Beneficially 6 Shared Voting Power
Owned By 4,042
Each
Reporting 7 Sole Dispositive Power
Person 6,034
With
8 Shared Dispositive Power
4,042
9 Aggregate Amount Beneficially Owned by Each Reporting Person
10,076
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.19%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 586818106 Page 4 of 14 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
STANLEY F. DRUCKENMILLER (in the capacity described herein)
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
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 4,042
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
4,042
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,042
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.08%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 586818106 Page 5 of 14 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 8,971
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 8,971
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,971
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.17%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 586818106 Page 6 of 14 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 8,971
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 8,971
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,971
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.17%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 586818106 Page 7 of 14 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
PURNENDU CHATTERJEE
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
5 Sole Voting Power
Number of 8,971
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 8,971
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,971
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
.17%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 14 Pages
Item 1(a) Name of Issuer:
Menlo Acquisition Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
100 Misty Lane, Parsippany, NJ 07054
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros");
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
iv) Winston Partners, L.P., a Delaware limited
partnership ("Winston L.P.")
v) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM"); and
vi) Purnendu Chatterjee ("Dr. Chatterjee").
This Statement relates to Shares (as defined herein) held for
the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), Mr. Soros and Winston L.P.
SFM LLC serves as principal investment manager to Quantum
Partners. As such, SFM LLC has been granted investment discretion over portfolio
investments, including the Shares, held for the account of Quantum Partners. Mr.
Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio
Manager and a Member of the Management Committee of SFM LLC.
CFM is the general partner of Winston L.P. Dr. Chatterjee is
the sole general partner of CFM. Dr. Chatterjee has also provided advice to Mr.
Soros relating to his personal investment in the Shares.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106. The address of the principal business office of each of Winston
L.P., CFM, and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY
10106.
<PAGE>
Page 9 of 14 Pages
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
iii) Mr. Druckenmiller is a United States citizen;
iv) Winston L.P. is a Delaware limited partnership;
v) CFM is a Delaware limited partnership; and
vi) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value (the "Shares").
Item 2(e) CUSIP Number:
586818106
item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 1999, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
i) Each of SFM LLC and Mr. Druckenmiller may be deemed
to be the beneficial owner of the 4,042 Shares held
for the account of Quantum Partners.
ii) Mr. Soros may be deemed to be the beneficial owner of
10,076 Shares. This number consists of (A) the 4,042
Shares held for the account of Quantum Partners and
(B) the 6,034 Shares held for his own account.
iii) Each of Winston L.P., CFM and Dr. Chatterjee may be
deemed to be the beneficial owner of the 8,971 Shares
held for the account of Winston L.P.
Item 4(b) Percent of Class:
i) The number of Shares of which each of SFM LLC and Mr.
Druckenmiller may be deemed to be the beneficial
owner constitutes approximately .08% of the total
number of Shares outstanding.
<PAGE>
Page 10 of 14 Pages
ii) The number of Shares of which Mr. Soros may be deemed
to be the beneficial owner constitutes approximately
.19% of the total number of Shares outstanding.
iii) The number of Shares of which each Winston L.P., CFM
and Dr. Chatterjee may be deemed to be the beneficial
owner constitutes approximately .17% of the Shares
outstanding.
Dr. Chatterjee has reached understandings with each of Quantum
Partners and SFM LLC pursuant to which Dr. Chatterjee will furnish to each of
Quantum Partners and SFM LLC recommendations concerning transactions in the
Shares. It is contemplated by the Reporting Persons that Dr. Chatterjee will
share in any profits with respect to Shares held for the account of Quantum
Partners and in any profits or losses with respect to Shares held for the
account of Mr. Soros.
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 4,042
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 4,042
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 6,034
(ii) Shared power to vote or to direct the vote: 4,042
(iii) Sole power to dispose or to direct the disposition of: 6,034
(iv) Shared power to dispose or to direct the disposition of: 4,042
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 4,042
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 4,042
<PAGE>
Page 11 of 14 Pages
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 8,971
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 8,971
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
---
(i) Sole power to vote or to direct the vote: 8,971
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 8,971
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 8,971
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 8,971
(iv) Shared power to dispose or to direct the disposition of: 0
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 Persons have ceased to be the
beneficial owners of more than five percent of the class of securities, check
the following [x].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The partners of Quantum Partners, including Quantum
Fund N.V., a Netherlands Antilles corporation, have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the Shares held for
the account of Quantum Partners in accordance with their partnership interests
in Quantum Partners.
(ii) Mr. Soros has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares held for his
personal account.
<PAGE>
Page 12 of 14 Pages
(iii) The partners of Winston L.P. have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of Winston L.P. in accordance with their ownership
interests in Winston L.P.
Each of SFM LLC and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares held directly for the accounts of Mr. Soros
and Winston L.P. Mr. Soros expressly disclaims beneficial ownership of any
Shares held directly for the account of Winston L.P. Each of Winston L.P., CFM
and Dr. Chatterjee expressly disclaims beneficial ownership of any Shares held
directly for the accounts of Quantum Partners and Mr. Soros.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above 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>
Page 13 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 10, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
_________________________
Michael C. Neus
Assistant General Counsel
Date: February 10, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
_________________________
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
_________________________
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management,L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
_____________________
Peter Hurwitz
Attorney-in-Fact
Date: February 10, 2000 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
_____________________
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 14 of 14 Pages
Date: February 10, 2000 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
_________________________
Peter Hurwitz
Attorney-in-Fact
