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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Bioform Medical (MM) | NASDAQ:BFRM | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 5.44 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Final Amendment)
|
BioForm Medical, Inc.
|
|
(Name of Issuer)
|
|
Common Stock, par value $0.01 per share
|
|
(Title of Class of Securities)
|
|
09065G107
|
|
(CUSIP Number)
|
|
Simon M. Lorne, Esq.
Millennium Management LLC 666 Fifth Avenue, 8th Floor New York, New York 10103 (212) 841-4100 |
|
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
|
|
February 16, 2010
|
|
(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 o .
SCHEDULE 13D
| CUSIP No. 09065G107 |
| 1 |
NAMES
OF REPORTING PERSONS
Millenco LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC, OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
þ |
| 6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0- |
|
8
|
SHARED
VOTING POWER
-0- |
|
|
9
|
SOLE
DISPOSITIVE POWER
-0- |
|
|
10
|
SHARED
DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
| 14 |
TYPE
OF REPORTING PERSON
OO, BD |
SCHEDULE 13D
| CUSIP No. 09065G107 |
| 1 |
NAMES
OF REPORTING PERSONS
Integrated Core Strategies (US) LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC, OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
þ |
| 6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0- |
|
8
|
SHARED
VOTING POWER
-0- |
|
|
9
|
SOLE
DISPOSITIVE POWER
-0- |
|
|
10
|
SHARED
DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
| 14 |
TYPE
OF REPORTING PERSON
OO |
SCHEDULE 13D
| CUSIP No. 09065G107 |
| 1 |
NAMES
OF REPORTING PERSONS
Millennium Management LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC, OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
þ |
| 6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0- |
|
8
|
SHARED
VOTING POWER
-0- |
|
|
9
|
SOLE
DISPOSITIVE POWER
-0- |
|
|
10
|
SHARED
DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
| 14 |
TYPE
OF REPORTING PERSON
OO |
SCHEDULE 13D
| CUSIP No. 09065G107 |
| 1 |
NAMES
OF REPORTING PERSONS
Israel A. Englander |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC, OO
|
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
þ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
-0- |
| 8 |
SHARED
VOTING POWER
-0-
|
|
| 9 |
SOLE
DISPOSITIVE POWER
-0-
|
|
| 10 |
SHARED
DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
| 14 |
TYPE
OF REPORTING PERSON
IN
|
Explanatory Notes
Introduction
This Final Amendment to Schedule 13D ("Final Amendment to Schedule 13D"), amends and restates the Schedule 13D filed on February 1, 2010 by the Reporting Persons (as defined in Item 2, below) ("Schedule 13D"), relating to their beneficial ownership of the common stock, par value $0.01 per share (the "Common Stock"), of BioForm Medical, Inc., a Delaware corporation (the "Issuer").
On February 19, 2010, Merz Pharma Group announced the completion of a tender offer by Merz GmbH & Co. KGaA and its acquisition subsidiary to purchase all of the outstanding shares of Common Stock of the Issuer at a price of $5.45 per share, net to the seller in cash. All of the shares of the Issuer’s Common Stock held by Millenco LLC and Integrated Core Strategies (US) LLC were sold pursuant to this tender offer and accordingly, this Final Amendment to Schedule 13D is being filed to reflect that Millenco LLC and Integrated Core Strategies (US) LLC are no longer the beneficial owners of any shares of the Issuer’s Common Stock. Consequently, neither Millennium Management LLC nor Israel A. Englander may be deemed to be beneficial owners of any shares of the Issuer’s Common Stock.
Item 1. Security and Issuer.
The name of the Issuer is BioForm Medical, Inc. The address of the Issuer’s principal executive offices is 1875 South Grant Street, Suite 200, San Mateo, California 94402. This Final Amendment to Schedule 13D relates to the Issuer’s Common Stock.
Item 2. Identity and Background.
(a)-(c), (f). This statement is being filed by Millenco LLC, a Delaware limited liability company ("Millenco"), and Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"). Millenco is a broker-dealer and a member of the American Stock Exchange and the NASDAQ.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco. Millennium Management is also the general partner of the managing member of Integrated Core Strategies. Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium Management.
Millenco, Integrated Core Strategies, Millennium Management and Mr. Englander will be collectively referred to as the reporting persons ("Reporting Persons") in this Final Amendment to Schedule 13D.
The business address for Millenco, Integrated Core Strategies and Mr. Englander is c/o Millennium Management LLC, 666 Fifth Avenue, New York, New York 10103. The business address for Millennium Management is 666 Fifth Avenue, New York, NY 10103.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) On December 1, 2005, Millennium Management and Mr. Englander, together with Millennium Partners, L.P. ("Millennium Partners") and certain related persons and entities, entered into settlements with the Securities and Exchange Commission ("SEC") and the Attorney General of the State of New York (the "NYAG") relating to allegations that Millennium Partners had engaged in a pattern of deceptive "market timing" of mutual fund shares in years prior to 2004 and, in the case of the settlement with the NYAG only, had failed to take adequate steps to prevent a trader from engaging in mutual fund "late trading" in violation of firm policy. The parties neither admitted nor denied the allegations or findings (except as to jurisdiction) but consented to the entry of findings. The SEC proceedings are In the Matter of Millennium Partners, L.P., et al. Securities Act Release No. 8639 (December 1, 2005), available at www.sec.gov. Contemporaneously, the NYAG issued an Assurance of Discontinuance relating to the claims and findings of that office.
Neither the Reporting Persons nor any other party admitted or denied any of the allegations or findings in these matters. The remedies included disgorgement by the entities of approximately $148 million of mutual fund trading profits, civil penalties aggregating approximately $32.15 million (with approximately $30 million being paid by Mr. Englander), an administrative order to cease and desist from violations of the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Exchange Act"), and prophylactic relief.
Item 3. Source and Amount of Funds or Other Consideration.
As further described in the Introduction, as of the date of this Final Amendment to Schedule 13D, the Reporting Persons are no longer beneficial owners or deemed to be beneficial owners (as the case may be), of any shares of the Issuer’s Common Stock.
Item 4. Purpose of Transaction.
The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer’s capitalization or dividend policy.
The Reporting Persons employ the services of a number of portfolio managers, each of whom independently employs a separate and distinct trading strategy. A portion of the securities of the Issuer held by the Reporting Persons are held in accounts of the Reporting Persons managed by portfolio managers who engage in event-, risk- or merger-arbitrage or fundamental strategies.
Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of this Final Amendment to Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As further described in the Introduction, as of the date of this Final Amendment to Schedule 13D, the Reporting Persons are no longer beneficial owners or deemed to be beneficial owners (as the case may be), of any shares of the Issuer’s Common Stock.
(c) Transactions in the Issuer’s Common Stock since January 29, 2010, the date of the Schedule 13D: Schedule A annexed hereto lists all transactions in the Issuer’s Common Stock since January 29, 2010. As further described in the Introduction, all shares of the Issuer’s Common Stock held by Millenco and Integrated Core Strategies were sold pursuant to the tender offer.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported in this Schedule 13D.
(e) On February 16, 2010, the Reporting Persons ceased to beneficially own in excess of 5% of the Issuer’s Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with arrangements with Millenco’s and Integrated Core Strategies’ prime brokers, such prime brokers are permitted to lend securities in Millenco’s and Integrated Core Strategies’ accounts to the extent permitted by debit balances in such accounts. Millenco and Integrated Core Strategies generally will not have any knowledge of the specific loans made by such prime brokers. In the ordinary course of business, Millenco or Integrated Core Strategies (or their prime brokers), may borrow securities to satisfy delivery obligations arising from short sales. In addition, Millenco may lend securities to third parties and such loans generally may be recalled upon demand. However, it should be noted that shares lent by Millenco’s or Integrated Core Strategies’ prime brokers, or by Millenco, may not be able to be recalled in advance of an applicable record date and thus, such loaned shares may not be able to be voted by Millenco or Integrated Core Strategies.
There are no other contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit I: Joint Filing Agreement, dated as of February 18, 2010, by and among Millenco LLC, Integrated Core Strategies (US) LLC, Millennium Management LLC and Israel A. Englander.
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.
Dated: February 18, 2010
MILLENCO LLC
Name: Mark Meskin
Title: Chief Executive Officer
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: David Nolan
Title: Co-President
MILLENNIUM MANAGEMENT LLC
Name: David Nolan
Title: Co-President
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of BioForm Medical, Inc., a Delaware corporation, is being filed and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 18, 2010
MILLENCO LLC
Name: Mark Meskin
Title: Chief Executive Officer
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: David Nolan
Title: Co-President
MILLENNIUM MANAGEMENT LLC
Name: David Nolan
Title: Co-President
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
Schedule A
Transactions in the Issuer’s Common Stock since January 29, 2010:
Date of Transaction Quantity Purchased
(Sold)Price Per Share
$2/18/2010 100 5.47 2/18/2010 100 5.47 2/18/2010 100 5.47 2/18/2010 100 5.47 2/18/2010 100 5.46 2/18/2010 100 5.46 2/18/2010 100 5.46 2/18/2010 100 5.45 2/18/2010 100 5.45 2/18/2010 100 5.45 2/18/2010 100 5.45 2/18/2010 100 5.45 Note: As further described in the Introduction, all shares of the Issuer’s Common Stock held by Millenco and Integrated Core Strategies were sold pursuant to the tender offer.
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