SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities and Exchange Act of 1934
(Amendment No. 1)
ANGIODYNAMICS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03475V 10 1
(CUSIP Number)
Scott M. Tayne, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Ave, 12th Floor, New York, NY 10022
(212) 308-8866
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
February 10, 2005
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Howard S. Stern.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,795,058
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,795,058
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,795,058
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Introduction
This Amendment No. 1 to Schedule 13D amends the Schedule 13D (the
"Schedule") filed by Howard S. Stern on October 21, 2004, relating to his
acquisition of beneficial ownership of shares of common stock, par value $0.01
per share (the "Common Stock") of AngioDynamics, Inc. ("AngioDynamics").
Item 4. Purpose of Transaction
The second paragraph of Item 4 of the Schedule is hereby amended in its
entirety to read as follows:
Effective February 10, 2004, Mr. Stern entered into a trading plan for
AngioDynamics Common Stock with Fidelity Brokerage Services, LLC
("Fidelity"). The trading plan is intended to comply with the requirements
of Rule 10b5-1(c) under the Securities Exchange Act of 1934. The trading
plan, which terminates on December 31, 2005, provides for sales through
Fidelity of a specified number of shares of AngioDynamics Common Stock
each week during the term of the plan, commencing in the first week of
May, 2005. Mr. Stern has adopted the trading plan for diversification and
liquidity purposes. Mr. Stern may modify the trading plan from time to
time or terminate the plan in accordance with its terms. Mr. Stern may
also make gifts of AngioDynamics Common Stock to family members,
charitable organizations and other persons, consistent with his past
practice of making such gifts of common stock of E-Z-EM.
To comply with the private letter ruling obtained by E-Z-EM, Inc.
("E-Z-EM"), the former parent company of AngioDynamics, from the Internal
Revenue Service in connection with the spin-off of AngioDynamics by E-Z-EM
in October, 2004, all sales of AngioDynamics Common Stock by Mr. Stern
must be made concurrently with sales of a proportional number of shares of
common stock of E-Z-EM.
Item 5. Interest in Securities of the Issuer.
Items 5 (a)-(c) of the Schedule are amended in their entirety to read as
follows:
(a) As of February 14, 2005, Mr. Stern beneficially owned 1,795,058
shares of AngioDynamics Common Stock. These shares include 85,519
shares subject to currently exercisable stock options at an exercise
price of $4.35 per share, 1,562 shares subject to currently
exercisable options at an exercise price of $4.716 per share, and
1,562 shares subject to currently exercisable options at an exercise
price of $4.402 per share, but do not include 1,562 shares subject
to options that will become exercisable in May 2005, and 1,254
shares subject to options that will become exercisable in June 2005
(50%) and June 2006 (50%). Such shares represent 15.2% of the
outstanding shares of AngioDynamics Common Stock, based on
11,847,599 shares outstanding as of February 14, 2005 (inclusive of
the 88,643 shares subject to Mr. Stern's currently exercisable stock
options.)
(b) Mr. Stern has the sole voting and dispositive rights with respect to
the shares of AngioDynamics Common Stock that he beneficially owns.
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(c) During the last sixty days there have been no transactions in the
AngioDynamics Common Stock effected by Mr. Stern, except as follows:
On December 15, 2004, Mr. Stern made gifts of an aggregate of 16,700
shares of AngioDynamics Common Stock to family members, personal
friends and charitable organizations.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 of the Schedule is amended by adding the following at the end
thereof:
The agreements effected in May 2004 between the officers and directors of
AngioDynamics, including Mr. Stern, and the underwriters of the initial
public offering of AngioDynamics, terminated on November 23, 2004 in
accordance with their terms.
On November 1, 2004, Mr. Stern received non-qualified options to purchase
an aggregate of 4,686 shares of AngioDynamics Common Stock under the
AngioDynamics, Inc. Spin-Off Adjustment Stock Option Plan for Certain
Participants in the E-Z-EM, Inc. 1984 Directors and Consultants Stock
Option Plan. Options for 3,124 shares at per share exercise prices of
$4.716 (1,562 shares) and $4.402 (1,562 shares) became exercisable
immediately upon grant and expire for 50% of the shares in November 2005
and November 2006. The options for the remaining 1,562 shares are
exercisable at $9.799 per share commencing in May 2005, and expire for 50%
of the shares in May 2006 and May 2007.
Effective February 10, 2005, Mr. Stern entered into a Rule 10b5-1 trading
plan with Fidelity for the sale of shares of AngioDynamics Common Stock.
The description of the trading plan set forth in Item 4 of this Amendment
No.1 to the Schedule is incorporated by reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
10.1 AngioDynamics, Inc. Spin-Off Adjustment Stock Option Plan for
Certain Participants in the E-Z-EM, Inc. 1984 Directors and
Consultants Stock Option Plan (incorporated by reference to Exhibit
10.23 to the Annual Report on Form 10-K for AngioDynamics, Inc. for
the fiscal year ended May 29, 2004, filed on August 27, 2004).
10.2 Form of Non-Qualified Stock Option Agreement (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K for
AngioDynamics, Inc. filed on November 4, 2004).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned hereby certifies that the information contained in this statement is
true, complete and correct.
Dated: February 14, 2005.
/s/ Howard S. Stern
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Howard S. Stern
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