UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
UROMED CORPORATION
--------------------------
(Name of Issuer)
Common Stock, No Par Value
----------------------
(Title of Class of Securities)
917274102
------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 1996
------------------------
(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 [_]
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting 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)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 917274102 Page 2 of 7 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS CAPITAL, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
BERMUDA
7 Sole Voting Power
Number of 1,445,454
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,445,454
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,445,454
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
5.47%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 917274102 Page 3 of 7 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
STEVEN J. GILBERT
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 1,660,297
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,660,297
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,660,297
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Pe cent of Class Represented By Amount in Row (11)
6.28%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 7 Pages
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, no par value (the "Shares"), of UroMed Corporation (the "Issuer"). This
Amendment No. 2 amends the initial statement on Schedule 13D dated April 15,
1994 as previously amended by Amendment No. 1 thereto dated June 11, 1996
(together, the "Initial Statement") filed by the Reporting Persons (as defined
herein). The address of the principal executive offices of the Issuer is 64A
Street, Needham, Massachusetts 02194. This Amendment No.2 is being filed to
report the recent disposition of Shares for the accounts of the Reporting
Persons, as a result of which the percentage of the class of Shares of which the
Reporting Persons may be deemed the beneficial owners has decreased by more than
one percent. Capitalized terms used herein but not defined herein shall have the
meanings given to them in the Initial Statement. The Initial Statement is
supplementally amended as set forth herein.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Shares of which Soros Capital may be
deemed a beneficial owner is the 1,445,454 Shares held for its account
(approximately 5.47% of the total number of Shares outstanding).
The aggregate number of Shares of which Mr. Gilbert may be deemed a
beneficial owner is 1,660,297 (approximately 6.28% of the total number of Shares
which would be outstanding assuming the exercise of all of the stock options
held for the account of Mr. Gilbert). This number consists of (i) 1,445,454
Shares held for the account of Soros Capital, (ii) 196,883 Shares held for the
account of Mr. Gilbert, and (iii) 17,960 Shares issuable upon exercise of stock
options granted by the Issuer to Mr. Gilbert pursuant to the Issuer's 1991 Stock
Option Plan and a Stock Option Agreement dated October 8, 1993.
The filing of this statement on a joint basis by Soros Capital and Mr.
Gilbert shall not be construed as an admission that either is the beneficial
owner of any Shares not held for their own accounts.
(b) By virtue of his position as managing general partner of Soros
Capital, Mr. Gilbert holds the sole power to direct the voting and disposition
of Shares held for the account of Soros Capital. Mr. Gilbert holds the sole
power to vote and dispose of Shares held for his account.
(c) Except for the transactions listed in Annex B, which were effected
at the direction of Mr. Gilbert and were executed in routine brokerage
transactions on the over-the-counter market, there have been no transactions
effected with respect to the Shares since June 17, 1996 (60 days prior to the
date hereof) for the accounts of either of the Reporting Persons.
(d) The partners of Soros Capital have the right to participate in the
receipt of dividends from, or proceeds from the sale of, securities held by
Soros Capital (including the Shares) in accordance with their share partnership
interests in Soros Capital.
(e) Not applicable.
<PAGE>
Page 5 of 7 Pages
Item 7. Material to be Filed as Exhibits.
(a) Joint Filing Agreement as of June 11, 1996, by and between Soros
Capital and Mr. Gilbert (filed as Exhibit A to the Initial Statement and
incorporated herein by reference).
(b) Power of Attorney dated June 7, 1996 granted by Steven J. Gilbert
in favor of Mr. Richard W. Gaenzle (filed as Exhibit B to the Initial Statement
and incorporated herein by reference).
<PAGE>
Page 6 of 7 Pages
<TABLE>
<CAPTION>
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK
OF
UROMED CORPORATION
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share
- ------------------- -------------------- ---------------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Soros Capital, L.P. 7/30/96 Sale 8,800 $13.500
7/31/96 Sale 22,000 12.750
8/01/96 Sale 8,800 12.750
8/02/96 Sale 22,000 12.800
8/05/96 Sale 4,400 12.750
8/07/96 Sale 30,800 12.562
8/08/96 Sale 26,400 12.750
8/09/96 Sale 22,000 12.813
8/12/96 Sale 8,800 12.625
8/13/96 Sale 13,200 12.563
8/14/96 Sale 30,800 12.536
8/15/96 Sale 8,800 12.500
Steven J. Gilbert 7/30/96 Sale 1,200 $13.500
7/31/96 Sale 3,000 12.750
8/01/96 Sale 1,200 12.750
8/02/96 Sale 3,000 12.800
8/05/96 Sale 600 12.750
8/07/96 Sale 4,200 12.562
8/08/96 Sale 3,600 12.750
8/09/96 Sale 3,000 12.813
8/12/96 Sale 1,200 12.625
8/13/96 Sale 1,800 12.563
8/14/96 Sale 4,200 12.536
8/15/96 Sale 1,200 12.500
</TABLE>
<PAGE>
Page 7 of 7 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: August 16, 1996
SOROS CAPITAL, L.P.
By: Steven J. Gilbert
Managing General Partner
By: /s/ Richard W. Gaenzle
-------------------------
Richard W. Gaenzle
Attorney-in-Fact
Date: August 16, 1996 STEVEN J. GILBERT
By: /s/ Richard W. Gaenzle
--------------------------
Richard W. Gaenzle
Attorney-in-Fact
