Encision Inc - Statement of Beneficial Ownership (SC 13D)
30 September 2008 - 4:27AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. )*
(Name of Issuer)
Common
Stock, no par value
(Title of Class of
Securities)
(CUSIP Number)
Intertec
Healthcare Management, L.L.C.
5980 Horton Street, Suite 390
Emeryville, CA 94608
Attention: Ruediger Naumann-Etienne
Telephone: (510) 597-7979
Copy
to:
J.
Casey McGlynn, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650
Page Mill Road
Palo
Alto, CA 94304
Telephone:
(650) 493-9300
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
x
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 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 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).
CUSIP No.
29254Q104
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1.
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Names of Reporting Persons
SS or I.R.S. Identification No. of above person.
Intertec Healthcare Management, L.L.C.
I.R.S. Identification No. 20-5665702
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
655,671
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
655,671
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
655,671
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
10.2%
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14.
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Type of Reporting Person
(See Instructions)
OO
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2
CUSIP No.
705221 10 9
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1.
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Names of Reporting Persons
SS or I.R.S. Identification No. of above person.
Intertec Healthcare Partners, L.P.
I.R.S. Identification No.:20-5664786
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
655,671
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
655,671
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
655,671
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
10.2%
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14.
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Type of Reporting Person (See
Instructions)
PN
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3
CUSIP No.
705221 10 9
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1.
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Names of Reporting Persons
I.R.S. Identification No. of above person.
Ruediger Naumann-Etienne
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Germany
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
655,671
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
655,671
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
655,671
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
10.2%
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14.
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Type of Reporting Person
(See Instructions)
IN
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4
Item 1.
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Security and Issuer
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The class of equity
securities to which this Schedule 13D relates is the common stock, no par
value per share (the Shares), of Encision Inc., a Colorado corporation (the
Issuer), with its principal executive offices at 6797 Winchester Circle,
Boulder, CO 80301.
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Item 2.
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Identity and Background
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(a)
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The Statement is filed by
Intertec Healthcare Management, L.L.C., a Delaware limited liability company
(Intertec LLC), Intertec Healthcare Partners, L.P., a Delaware limited
partnership (Intertec LP) and Ruediger Naumann-Etienne, a citizen of
Germany (collectively, the Reporting Persons). The Reporting Persons are
making this single, joint filing because they may be deemed to constitute a
group within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the Exchange Act), although neither the fact of this
joint filing nor anything contained herein shall be deemed an admission by
any Reporting Person that such a group exists. The agreement among the
Reporting Persons to file jointly (the Joint Filing Agreement) is attached
hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of
all shares of Common Stock, other than those reported herein as being owned
by it.
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(b)
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The principal business
address of each of the Reporting Persons is 5980 Horton Street, Suite 390,
Emeryville, CA 94608.
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(c)
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Intertec LLC is the
general partner of Intertec L.P. Intertec LP is primarily engaged in the
business of investing in securities. Intertec LLC is primarily engaged in the
business of acting as the general partner of Intertec LP. Mr.
Naumann-Etienne, as the sole managing member of Intertec LLC, is in a
position indirectly to determine the investment and voting decisions made by
each of the Reporting Persons.
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Set forth on Schedule A
hereto is (i) the name and citizenship of each of the executive officers and
directors of Intertec LLC and Intertec LP, (ii) the business address of each
such person, (iii) the present principal occupation or employment, if any, of
each such person, and the name, principal business and address of any
corporation or other organization in which such employment is conducted.
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(d)
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During the last five years,
none of the Reporting Persons, nor, to the best of the Reporting Persons
knowledge, any person named on Schedule A hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five
years, none of the Reporting Persons, nor, to the best of the Reporting
Persons knowledge, any person named on Schedule A hereto, was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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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This Schedule 13D is being
filed on behalf of the Reporting Persons. The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a group
within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the Exchange Act), although neither the fact of this
joint filing nor anything contained herein shall be deemed an admission by
any Reporting Person that such a group exists. The agreement among the
Reporting Persons to file jointly (the Joint Filing Agreement) is attached
hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of
all shares of Common Stock, other than those reported herein as being owned
by it.
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Item 3.
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Source and Amount of Funds or
Other Consideration
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The source of funding by
the Reporting Persons to acquire beneficial ownership of the Shares was
furnished from the working capital funds of Intertec LP.
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5
Item 4.
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Purpose of Transaction
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The Reporting Persons have
acquired the Shares for investment purposes. Intertec LP intends to work with
the board and management to enhance the Issuers shareholder value. It has
asked the board to actively explore all strategic options to realize the
potential value of the company's proprietary AEM technology for minimally
invasive surgery. Mr. Naumann-Etienne has been given board observer rights.
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Subject to the factors
discussed below, the Reporting Persons may purchase additional shares of
Shares, or rights to purchase shares of Shares, through open market or
privately negotiated transactions, or otherwise, depending upon existing
market conditions, the price and availability of such shares or rights and
other considerations discussed in this paragraph. The Reporting Persons
intend to review on a continuing basis various factors relating to its
investment in Issuer, including but not limited to Issuers business and
prospects, the price and availability of Issuers securities, subsequent
developments affecting Issuer, other investment and business opportunities
available to the Reporting Persons, the Reporting Persons general investment
and trading policies, market conditions, or other factors. Based on these
factors, the Reporting Persons may decide to change its current intention to
purchase additional securities of Issuer and may determine to sell all or
part of its investment in Issuer.
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Other than as indicated
above, the Reporting Persons have no present plans or proposals which relate
to or would result in any of the following: (i) the acquisition of additional
securities of Issuer, or the disposition of securities of the Issuer; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of Issuer or any of its subsidiaries;
(iv) any change in the present Board of Directors or management of Issuer,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on Issuers Board of Directors; (v) any
material change in the present capitalization or dividend policy of Issuer;
(vi) any other material change in the Issuers business or corporate
structure; (vii) any change in Issuers charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Issuer by any person; (viii) causing a class of securities of
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of Issuer
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or (x) any action similar to any of those enumerated in
the foregoing clauses (i) through (ix). The Reporting Persons do, however,
reserve the right in the future to adopt such plans or proposals subject to
compliance with applicable regulatory requirements.
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Item 5.
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Interest in Securities of the
Issuer
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(a)
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The Reporting Persons may
be deemed to beneficially own, in the aggregate, 655,671 Shares, representing
approximately 10.2% of the Issuer's outstanding Shares (based upon the
6,455,100 Shares stated to be outstanding as of July 31, 2008 by the Issuer
in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 14, 2008, which appears to the Issuer's most
recent statement as to number of outstanding shares).
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(b)
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Intertec LP has the sole
power to vote or to direct the vote and the sole power to dispose or to
direct the disposition of 655,671 Shares. Each of Intertec LLC and Mr.
Naumann-Etienne has shared power to vote or to direct the vote and shared
power to dispose or to direct disposition of such Shares. Each of Intertec
LLC and Mr. Naumann-Etienne by virtue of their relationships with Intertec LP
(as disclosed in Item 2 above) are deemed to beneficially own (as that term
is defined in Rule 13d-3 under the Act) the Shares which Intertec LP directly
beneficially owns. Each of Intertec LLC and Mr. Naumann-Etienne disclaims
beneficial ownership of such Shares for all other purposes.
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(c)
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The following table sets
forth all transactions with respect to Shares effected during the past sixty
(60) days by any of the Reporting Persons, inclusive of any transactions
effected through 4:00 p.m., Eastern Daylight Time, on September 19, 2008. All
transactions were effected in the open market. The table excludes commissions
paid in per share prices.
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Name
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Transaction
Date
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Type of
Transaction
(Purchase/Sale)
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Shares
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Price
per Share
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Intertec LP
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09/19/2008
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Purchase
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26,000
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$
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1.25
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(d)
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To the knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities of the Issuer.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
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There are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect
to any securities of the Issuer, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
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Item 7.
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Material to be Filed as Exhibits
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The following documents are filed as exhibits to
this Statement:
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1.
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Joint Filing Agreement, dated September 29, 2008,
among the Reporting Persons.
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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.
Date: September
29, 2008
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INTERTEC HEALTHCARE MANAGEMENT, L.L.C.
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By:
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/s/ Ruediger Naumann-Etienne
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Name:
Ruediger Naumann-Etienne
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Title:
Managing Member
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INTERTEC HEALTHCARE PARTNERS, L.P.
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By: Intertec Healthcare
Management, L.L.C.
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Its: General Partner
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By:
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/s/ Ruediger Naumann-Etienne
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Name: Ruediger
Naumann-Etienne
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Title:
Managing Member
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/s/ Ruediger Naumann-Etienne
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Ruediger Naumann-Etienne
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Encision Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 29th day of September, 2008.
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INTERTEC HEALTHCARE MANAGEMENT, L.L.C.
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By:
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/s/ Ruediger Naumann-Etienne
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Name: Ruediger Naumann-Etienne
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Title: Managing Member
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INTERTEC HEALTHCARE PARTNERS, L.P.
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By: Intertec Healthcare Management, L.L.C.
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Its: General Partner
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By:
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/s/ Ruediger Naumann-Etienne
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Name: Ruediger Naumann-Etienne
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Title: Managing Member
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/s/ Ruediger Naumann-Etienne
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Ruediger Naumann-Etienne
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9
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING
PERSONS
Set forth below are the name, business address, present principal
occupation or employment and citizenship of each executive officer and director
of each of the Reporting Persons. Each
such person is a citizen of Germany. The
business address of each person set forth on this Schedule A is: Intertec
Healthcare Management, L.L.C., 5980 Horton Street, Suite 390; Emeryville,
CA 94608.
INTERTEC HEALTHCARE MANAGEMENT, L.L.C.
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Name
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Position
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Ruediger Naumann-Etienne
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Managing Member
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INTERTEC HEALTHCARE PARTNERS, L.P.
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Name
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Position
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Intertec Healthcare Management, L.L.C.
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General Partner
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10
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