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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
June 3, 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 12 Pages
Exhibit Index: 11
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SCHEDULE 13D
CUSIP No. 917274102 Page 2 of 13 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 1,766,774
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,766,774
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,766,774
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented By Amount in Row (11)
6.80%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 917274102 Page 3 of 13 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 2,009,817
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,009,817
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,009,817
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented By Amount in Row (11)
7.73%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 13 Pages
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to shares of Common Stock, no
par value (the "Shares"), of UroMed Corporation (the "Issuer"). This Amendment
No. 1 amends the initial statement on Schedule 13D dated April 15, 1994 (the
"Initial Statement") filed by the Reporting Persons (as defined herein). The
address of the principal executive offices of the Issuer is 64 A Street,
Needham, Massachusetts 02194. This Amendment No. 1 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 beneficially owned by the Reporting
Persons has decreased by more than one percent. This Amendment No. 1 amends,
restates, and replaces all previous filings on Schedule 13D as it is the first
Schedule 13D filed on EDGAR.
Item 2. Identity and Background.
This statement is being filed on behalf of the following persons (the
"Reporting Persons"):
(1) Soros Capital, L.P., a Bermuda limited partnership ("Soros Capital");
and
(2) Mr. Steven J. Gilbert, in his personal capacity and in his capacity as
managing general partner of Soros Capital ("Mr. Gilbert").
Soros Capital and Mr. Gilbert
Soros Capital is a Bermuda limited partnership principally engaged in
direct and indirect investments in buy-out transactions and restructuring,
venture capital, mezzanine finance and strategic and special situations
investments. Its principal office is located at Richmond House, 12 Par-La-Ville
Road, Hamilton HM DX, Bermuda. Mr. Gilbert is the managing general partner and
Soros Capital (Bermuda) Ltd. is the resident general partner. Quantum Industrial
Partners LDC, a Cayman Islands limited duration company ("QIP"), is the sole
limited partner of Soros Capital.
Soros Capital (Bermuda) Ltd. is a Bermuda exempted company whose sole
purpose is to act as resident general partner of Soros Capital. The principal
office of Soros Capital (Bermuda) Ltd. is at Richmond House, 12 Par-La-Ville
Road, Hamilton HM DX, Bermuda.
The principal occupation of Mr. Gilbert, a United States citizen, is as an
investment manager, a function which is carried out in his capacity as managing
general partner of Soros Capital. Mr. Gilbert is a Managing Director of
Commonwealth Capital Partners, a private equity investment fund. Mr. Gilbert
also serves as a director of the Issuer. Mr. Gilbert's business address is 785
Smith Ridge Road, New Canaan, Connecticut 06840.
Pursuant to regulations promulgated under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Act"), Mr. Gilbert (by reason of his
position as managing general partner of Soros Capital) may be deemed the
beneficial owner of securities, including the Shares, held for the account of
Soros Capital.
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Page 5 of 13 Pages
QIP, QIH Management Investor, L.P., QIH Management, Inc. and Mr. Soros
Most of Soros Capital's investment assets are provided by QIP, a majority
of the outstanding shares of which are held by Quantum Industrial Holdings Ltd.,
a British Virgin Islands international business company ("Quantum Industrial"
and together with QIP, the "Quantum Industrial Entities"). The principal
business of QIP is investment in securities. The principal business of Quantum
Industrial is investment and trading in securities and other assets, both
directly and indirectly through its investment in QIP. The principal office of
the Quantum Industrial Entities is located at Kaya Flamboyan 9, Curacao,
Netherlands Antilles.
QIH Management Investor, L.P., an investment advisory firm organized as a
Delaware limited partnership ("QIHMI"), is a minority shareholder of, and
(pursuant to the constituent documents of QIP) is vested with investment
discretion with respect to the portfolio assets held for the account of, QIP.
The principal business of QIHMI is to provide management and advisory
services to, and to invest in, QIP. The sole business of QIH Management, Inc.
("QIH Management"), a Delaware corporation and the sole general partner of
QIHMI, is to serve as the sole general partner of QIHMI. QIHMI and QIH
Management have their principal offices at 888 Seventh Avenue, New York, New
York 10106.
Mr. George Soros ("Mr. Soros"), a United States citizen, is the sole
shareholder and the person ultimately in control of QIH Management. The
principal occupation of Mr. Soros is the direction of the activities of QIH
Management and of Soros Fund Management ("SFM"), a private investment management
firm, which is carried out at its principal offices located at 888 Seventh
Avenue, New York, New York 10106.
None of QIP, QIHMI, QIH Management, Inc. or Mr. Soros has any voting or
dispositive power with respect to the Shares held for the accounts of Soros
Capital and Mr. Gilbert. As such, QIP, QIHMI, QIH Management, Inc. and Mr. Soros
expressly disclaim beneficial ownership of the Shares held for the accounts of
Soros Capital and Mr. Gilbert.
Current information concerning the identity and background of the Managing
Directors of SFM is set forth in Annex A hereto, which is incorporated herein by
reference.
During the past five years, none of the Reporting Persons and, to the best
of the Reporting Persons' knowledge, any other person identified in response to
this Item 2, has been (a) convicted in a criminal proceeding, or (b) a party to
any civil proceeding as a result of which he or it has been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
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Page 6 of 13 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Soros Capital originally acquired shares of Series C Convertible Preferred
Stock pursuant to the Series C Convertible Preferred Stock Purchase Agreement,
dated as of October 22, 1992 ("Series C Stock Purchase Agreement"), for an
aggregate purchase price of $2,241,248.92. Soros Capital acquired Series D
Convertible Preferred Stock pursuant to the Series D Convertible Preferred Stock
Purchase Agreement dated September 15, 1993 ("Series D Stock Purchase
Agreement") for an aggregate purchase price of $2,750,000.00
Subsequently, the Series C Convertible Preferred Stock and Series D
Convertible Preferred Stock were converted into the Shares originally acquired
for the account of Soros Capital on the date of the Issuer's public offering on
March 16, 1994 pursuant to the terms of each of the Series C Stock Purchase
Agreement and the Series D Stock Purchase Agreement.
The Shares held for the accounts of Soros Capital and Mr. Gilbert may be
held through margin accounts maintained with brokers, which extend margin credit
as and when required to open or carry positions in their respective margin
accounts, subject to applicable federal margin regulations, stock exchange rules
and such firm's credit policies. The positions held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or disposed
of from the accounts of Soros Capital and Mr. Gilbert were acquired or disposed
of for investment purposes. Neither of the Reporting Persons nor, to the best of
their knowledge, any of the other individuals identified in response to Item 2,
has any plans or proposals that relate to or would result in any change in the
business, policies, management, structure or capitalization of the Issuer. The
Reporting Persons reserve the right to acquire additional securities of the
Issuer, to dispose of such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of its general investment and trading
policies, market conditions or other factors.
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 1,766,774 (approximately 6.80% of the total number of Shares
which would be outstanding assuming the exercise or conversion of all of the
stock options held for the account of Mr. Gilbert) held for its account.
The aggregate number of Shares of which Mr. Gilbert may be deemed a
beneficial owner is 2,009,817 (approximately 7.73% of the total number of Shares
which would be outstanding assuming the exercise or conversion of all of the
stock options held for the account of Mr. Gilbert). This number consists of (i)
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Page 7 of 13 Pages
1,766,774 Shares held for the account of Soros Capital, (ii) 225,083 Shares held
for his account and (iii) 17,960 Shares issuable upon conversion of stock
options granted by the Issuer to him 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
direct the voting and disposition of Shares held for his account.
(c) Except for the transactions listed in Annex B, there have been no
transactions effected with respect to the Shares since April 9, 1996 (60 days
prior to the date hereof) for the accounts of either of the Reporting Persons.
(d) The partners of the 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.
Item 6. Contracts, Arrangements, Understandings in Relationship with Respect to
Securities of the Issuer.
Except as described in Item 5(a) hereto, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer. From time to time, the Reporting Persons may lend
portfolio securities to brokers, banks or other financial institutions. These
loans typically obligate the borrower to return the securities, or an equal
amount of securities of the same class to the lender and typically provide that
the borrower is entitled to exercise voting rights and to retain dividends
during the term of the loan.
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.
(b) Power of Attorney dated June 7, 1996 granted by Steven J. Gilbert in
favor of Richard W. Gaenzle and Mr. John D. McEvoy.
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Page 8 of 13 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: June 11, 1996
SOROS CAPITAL, L.P.
By: Steven J. Gilbert
Managing General Partner
By:
-------------------------------------
John D. McEvoy
Attorney-in-Fact
Date: June 11, 1996 STEVEN J. GILBERT
By:
-------------------------------------
John D. McEvoy
Attorney-in-Fact
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Page 9 of 13 Pages
ANNEX A
The following is a list of all of the persons who serve as Managing
Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons has been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations with
respect to such laws.
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Page 10 of 13 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK
OF
UROMED CORPORATION
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares per Share
- ----------------------- ----------- ----------- --------- ---------
Soros Capital, L.P .... 5/14/96 Sale 14,192 $13.625
5/15/96 Sale 8,870 13.250
5/16/96 Sale 17,740 13.000
5/17/96 Sale 26,610 13.000
5/20/96 Sale 35,480 13.000
5/21/96 Sale 13,305 13.000
5/22/96 Sale 44,350 13.000
5/23/96 Sale 48,785 13.000
6/03/96 Sale 22,175 11.750
6/04/96 Sale 13,305 11.750
Steven J. Gilbert ..... 5/14/96 Sale 1,808 $13.625
5/15/96 Sale 1,130 13.250
5/16/96 Sale 2,260 13.000
5/17/96 Sale 3,390 13.000
5/20/96 Sale 4,520 13.000
5/21/96 Sale 1,695 13.000
5/22/96 Sale 5,650 13.000
5/23/96 Sale 6,215 13.000
6/03/96 Sale 2,825 11.750
6/04/96 Sale 1,695 11.750
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Page 11 of 13 Pages
INDEX OF EXHIBITS
EXHIBIT PAGE
- ------- ----
A Joint Filing Agreement dated as of June 11, 1996, by and between
Soros Capital, L.P. and Mr. Steven J. Gilbert
B Power of Attorney dated June 7, 1996 granted by Steven J. Gilbert
in favor of Mr. John D. McEvoy.
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Page 12 of 13 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the state on Schedule 13D with respect to
the Common Stock of UroMed Corporation dated June 11, 1996 is, and any
amendments thereto signed by each of the undersigned shall be, filed on behalf
of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Date: June 11, 1996
SOROS CAPITAL, L.P.
By: Steven J. Gilbert
Managing General Partner
By:
-------------------------------------
John D. McEvoy
Attorney-in-Fact
STEVEN J. GILBERT
By:
-------------------------------------
John D. McEvoy
Attorney-in-Fact
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Page 13 of 13 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, STEVEN J. GILBERT, hereby make,
constitute and appoint RICHARD W. GAENZLE and JOHN D. McEVOY, acting singly and
not jointly, as my agents and attorneys in fact for the purpose of executing in
my name, in my personal capacity or in my capacity as a general partner of Soros
Capital L.P., all documents, certificates, instruments, statements, filings and
agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, al documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorneys in fact in furtherance of the foregoing are
hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 7th day of June, 1996.
------------------------
STEVEN J. GILBERT
