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)
*
EDAP
TMS S.A.
(Name of
Issuer)
American
Depositary Shares, each representing One Ordinary Share
(Title of
Class of Securities)
268311107
(CUSIP
Number)
December
31, 2010
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
|
Rule
13d-1(b)
|
|
|
x
|
Rule
13d-1(c)
|
|
|
o
|
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 the
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. 268311107
|
13G
|
Page 2 of 8
Pages
|
1.
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan
P. Schwartz
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
ý
(b)
¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
436,533
|
6.
|
SHARED
VOTING POWER
25,833
|
7.
|
SOLE
DISPOSITIVE POWER
436,533
|
8.
|
SHARED
DISPOSITIVE POWER
25,833
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
462,366
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
|
12.
|
TYPE
OF REPORTING PERSON*
IN
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP
No. 268311107
|
13G
|
Page 3 of 8
Pages
|
1.
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield
Ltd.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
ý
(b)
¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Belize
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
ý
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE
OF REPORTING PERSON*
CO
|
* SEE INSTRUCTIONS BEFORE FILLING
OUT
CUSIP
No. 268311107
|
13G
|
Page 4 of 8
Pages
|
1.
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajas
Corporation
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
ý
(b)
¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Belize
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
ý
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE
OF REPORTING PERSON*
CO
|
* SEE INSTRUCTIONS BEFORE FILLING
OUT
CUSIP
No. 268311107
|
13G
|
Page 5 of 8
Pages
|
Item
1(a).
Name of
issuer:
EDAP TMS
S.A.
Item
1(b). Address
of Issuer’s Principal Executive Offices:
Parc
Activite La Poudrette Lamartine, 4/6 Rue du Dauphine, 69120 Vaulx-en-Velin,
France
Item
2(a). Name
of Person Filing:
Jonathan
P. Schwartz
Deerfield
Ltd.
Rajas
Corporation
Item
2(b). Address
of Principal Offices or, if None, Residence:
68
Leonard Street
Belmont,
MA 02478
Item
2(c). Citizenship:
Jonathan
P. Schwartz: United States of America
Deerfield
Ltd.: Belize
Rajas
Corporation: Belize
Item
2(d). Title
of Class of Securities:
American
Depositary Shares, each representing One Ordinary Share
Item
2(e). CUSIP
Number:
268311107
Item
3.
If
the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check
whether the filing person is a:
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the Act.
|
|
|
|
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act.
|
|
|
|
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act.
|
|
|
|
|
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of
1940.
|
|
|
|
|
|
(e)
|
o
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
|
|
|
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(g)
|
o
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
|
|
|
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(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
|
|
|
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company
under Section
3(c)(14)
of the Investment Company Act;
|
|
|
|
|
|
(j)
|
o
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
CUSIP
No. 268311107
|
13G
|
Page 6 of 8
Pages
|
Item
4.
Ownership.
The
holdings reported herein are stated as of December 31, 2010.
(a) Amount
beneficially owned:
462,366
(b) Percent
of class:
4.16%
(c) Number
of shares as to which such person has:
(i)
Sole power to
vote or direct the vote:
436,533
(ii) Shared
power to vote or direct the
vote: 25,833
(iii) Sole
power to dispose or to direct the disposition of:
436,533
(iv) Shared
power to dispose or to direct the disposition
of: 25,833
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 person had ceased to be the beneficial owner 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.
The
shares identified in Item 4 include shares beneficially owned by Mr. Schwartz’s
wife (while Mr. Schwartz disclaims beneficial ownership of shares held by his
wife, her powers to vote or dispose of securities are treated as if they
belonged to Mr. Schwartz for purposes of this statement), shares held by a
charitable foundation of which Mr. Schwartz is a trustee and shares held by
Deerfield Ltd. and Rajas Corporation. For purposes of this statement, as
Managing Director of Deerfield Ltd. and sole Director of Rajas Corporation, Mr.
Schwartz is treated as having the sole power to vote or dispose of securities
held by Deerfield Ltd. and Rajas Corporation.
Item
7.
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company.
Item
8. Identification
and Classification of Members of the Group.
Jonathan
P. Schwartz, Deerfield Ltd. and Rajas Corporation may be deemed a
group for the purposes of this statement.
Item
9. Notice
of Dissolution of Group.
Not
applicable.
CUSIP
No. 268311107
|
13G
|
Page 7 of 8
Pages
|
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above [were acquired and are held in the ordinary course
of business and] 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 in connection with or as a participant in any
transaction having that purpose or effect.
CUSIP
No. 268311107
|
13G
|
Page 8 of 8
Pages
|
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)
_________________________
(Signature)
Jonathan
P. Schwartz
(Name/Title)
Deerfield
Ltd.
By:
_____________________
(Signature)
Jonathan
P. Schwartz,
Managing
Director
(Name/Title)
Rajas
Corporation
By:
_____________________
(Signature)
Jonathan
P. Schwartz,
Director
(Name/Title)
|
Attention.
Intentional
misstatements or omissions of fact constitute Federal criminal violations (
See
18 U.S.C.
1001)
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