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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DEPOTECH CORPORATION
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
249673 10 4
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(CUSIP Number)
Not Applicable
---------------------------------------------
(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
disclosures 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
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CUSIP No. 249673 10 4 13G Page 2 of 7 Pages
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
S.A.C. CAPITAL ADVISORS, LLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
472,620
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
472,620
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
472,620
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
2.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
OO
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CUSIP No. 249673 10 4 13G Page 3 of 7 Pages
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Steven A. Cohen
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
472,620
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
472,620
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
472,620
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
2.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN
- ------------------------------------------------------------------------------
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CUSIP No. 249673 10 4 13G Page 4 of 7 Pages
Item 1(a). Name Of Issuer:
Depotech Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
10450 Science Center Drive
San Diego, California 92121
Item 2(a). Name of Person Filing:
This statement is being filed by: (i) S.A.C. Capital Advisors, LLC; and
(ii) Steven A. Cohen
Item 2(b). Address of Principal Business Office or, if none, Residence:
(i) and (ii):
777 Long Ridge Road
Stamford, Connecticut 06902
Item 2(c). Citizenship:
(i) Delaware
(ii) United States of America
Item 2(d). Title of Class of Securities:
Common stock, no par value, of Depotech Corporation
Item 2(e). CUSIP Number:
249673 10 4
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CUSIP No. 249673 10 4 13G Page 5 of 7 Pages
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether filing person 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) [ ] Investment company registered under Section 8 of the Investment
Company Act
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(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 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box. [x]
Item 4. Ownership
The securities reported on herein are held by S.A.C. Capital Associates,
LLC, an Anguillan limited liability company ("Associates"). Pursuant to an
investment management agreement, S.A.C. Capital Advisors, LLC ("Advisors"),
possesses all investment and voting power with respect to the securities
held by Associates. Accordingly, Advisors may be deemed to be the
beneficial owner of the securities covered by this statement for purposes
of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange
Act").
Steven A. Cohen is the Managing Member, President and Chief Executive
Officer of Advisors. Accordingly, Mr. Cohen may be deemed to be the
beneficial owner of the securities covered by this statement for purposes
of Rule 13d-3 under the Exchange Act. Mr. Cohen disclaims any economic
interest or beneficial ownership in any of the securities covered by this
statement.
(a) Amount Beneficially Owned:
472,620
(b) Percent of Class:
2.7%
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CUSIP No. 249673 10 4 13G Page 6 of 7 Pages
(c) Number of shares as to which the person has:
(i) sole power to vote or direct the vote: -0-
(ii) shared power to vote or direct the vote: 472,620
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of: 472,620
Item 5. Ownership of Five Percent or Less of a Class.
If this Schedule 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
than five percent on the class of securities, check the following box. [x]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Associates has the right to receive dividends on, and proceeds from the
sale of, the shares reported on this statement as beneficially owned by
Advisors and Mr. Cohen.
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, each of Advisors and Steven A. Cohen certifies that, to
the best of their 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.
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CUSIP No. 249673 10 4 13G Page 7 of 7 Pages
Signature.
After reasonable inquiry and to the best of their knowledge and belief,
each of Advisors and Steven A. Cohen certifies that the information set forth in
this statement is true, complete and correct.
Date: February 10, 1999
S.A.C. CAPITAL ADVISORS, LLC
By: /s/ Steven A. Cohen /s/ Steven A. Cohen
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Its: Managing Member Steven A. Cohen
