Sch 13D for Blue Line
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Criticare Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
226901106
(CUSIP Number)
Scott A. Shuda
BlueLine Partners, LLC
4115 Blackhawk Plaza Circle, Suite 100
Danville, California 94506
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
James C. Creigh
Blackwell Sanders Peper Martin LLP
1620 Dodge Street, Suite 2100
Omaha, Nebraska 68102
(402) 964-5000
April 1, 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 [ ].
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CUSIP No. 226901106
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1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
BlueLine Catalyst Fund VII, L.P.
ID #:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ] (b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK 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
Delaware
--------------------------- ----- ----------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
----- ----------------------------------------------
8 SHARED VOTING POWER
700,700
----- ----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
700,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ] (See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.12%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 226901106
--------------------------------------------------------------------------------
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1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
BlueLine Partners, L.L.C.
ID#:
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ] (b) [ X ]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
---------- ---------------------------------------------------------------------
---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
---------- ---------------------------------------------------------------------
--------------------------- ----- ----------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
----- ----------------------------------------------
8 SHARED VOTING POWER
700,700
----- ----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
700,700
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,700
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ] (See Instructions)
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.12%
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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This Amendment No. 1 (this "Amendment") amends and supplements the
statement on Schedule 13D filed by BlueLine Catalyst Fund VII, L.P. ("BlueLine
Catalyst") and BlueLine Partners, L.L.C. ("BlueLine Partners" and, together with
BlueLine Catalyst, the "Reporting Entities") on December 14, 2004 (the "Schedule
13D"), relating to the common stock (the "Common Stock") of Criticare Systems,
Inc. (the "Company"). Items designated as "no change" indicate that the
information previously included in the Schedule 13D remains current as of the
date of this Amendment.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds
Item 3 is hereby amended and restated to read as follows:
As of the date hereof, the Reporting Entities may, in the aggregate, be deemed
to beneficially own 700,700 shares of the Common Stock (the "Shares"). The
Shares were purchased by BlueLine Catalyst in the open market with its
investment capital.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and restated to read as follows:
The purchases by BlueLine Catalyst of the Shares were effected because the
Reporting Entities believe that the Company represents an attractive investment
based on the Company's operating history and continuing business prospects.
BlueLine Partners and its affiliated investment entities, including BlueLine
Catalyst, seek to make investments in companies deemed to be undervalued
relative to their potential and in situations where they believe their efforts
can help to create or unlock value. As part of its investment strategy, BlueLine
Partners has made contact with members of management and the board of directors
of the Company to discuss areas where they believe performance can be improved.
Principal among these are: (i) better managing the Company's cost structure so
that it can become consistently profitable on existing revenues and (ii)
improving governance practices to comply with new regulatory requirements and to
increase the participation of the Company's board of directors.
The Reporting Entities believe the Company's representatives have been
responsive in conversations but slow in taking the actions necessary to improve
the Company's performance. BlueLine Partners will therefore seek to increase its
level of involvement with the Company by, among other things, increasing its
communication efforts with management, the board and other stakeholders in order
to influence changes and reiterating offers it has previously made to
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provide resources at its disposal to assist the Company in its strategic
planning and analysis activities.
Depending on market conditions, general economic conditions and other factors,
including the degree of their participation in the Company's business affairs,
the Reporting Entities may purchase additional shares of Common Stock in the
open market or in private transactions, or may dispose of all or a portion of
the shares of Common Stock that they or any of them presently own or may
hereafter acquire.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated to read as follows:
(a) and (b) As of the date of this Amendment, each of the Reporting Entities
may be deemed to own 700,700 shares of Common Stock. These shares represent
approximately 6.12% of the shares of Common Stock outstanding based on
11,457,111 shares of the Company's Common Stock outstanding as reported in
the Company's Form 10-Q for the Company's fiscal quarter ended December 31,
2004 as filed with the Securities and Exchange Commission on February 11,
2005.
The Reporting Entities 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 Act. Each Reporting Entity expressly disclaims beneficial
ownership of any of the shares of Common Stock other than those reported
herein as being owned by it.
(c) Information concerning transactions in the Common Stock effected by the
Reporting Entities during the past sixty days is set forth in Exhibit B
hereto and is incorporated by this reference. All of the transactions set
forth in Exhibit B were open market transactions for cash.
(d) No person (other than the Reporting Entities) is known to have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
No change.
Item 7. Materials to be Filed as Exhibits
1. Exhibit A - Joint Filing Agreement dated December 14, 2004, signed by each of
the Reporting Entities.* 2. Exhibit B - Transactions in the Common Stock by the
Reporting Entities during the past 60 days.
* Incorporated by reference to the original Schedule 13D filed on December
14, 2004.
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SIGNATURES
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: April 11, 2005
BlueLine Catalyst Fund VII,
L.P.
By: BlueLine Partners, L.L.C.
Its: General Partner
By: /s/ Scott Shuda
--------------------------------------
Name: Scott Shuda
Title: Manager
BlueLine Partners, L.L.C.
By: /s/ Scott Shuda
--------------------------------------
Name: Scott Shuda
Title: Manager
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EXHIBIT B
Transactions in the Common Stock effected by the Reporting Entities during the
past sixty days.
Date No. of Shares Price per Share
2/11/05 5,800 $3.46
2/14/05 3,200 $3.47
2/15/05 3,000 $3.46
2/16/05 500 $3.47
2/16/05 (2,000) $3.49
2/17/05 500 $3.39
2/18/05 3,000 $3.38
2/22/05 5,000 $3.30
2/23/05 2,000 $3.25
2/24/05 17,200 $3.12
2/25/05 5,900 $3.10
2/28/05 12,800 $3.08
3/1/05 5,600 $3.28
3/2/05 8,000 $3.38
3/3/05 5,000 $3.36
3/4/05 500 $3.38
3/7/05 (3,400) $3.48
3/8/05 (2,800) $3.47
3/9/05 2,100 $3.35
3/10/05 1,800 $3.33
3/11/05 500 $3.35
3/14/05 2,900 $3.31
3/15/05 1,400 $3.39
3/16/05 3,500 $3.27
3/21/05 2,200 $3.23
3/22/05 5,500 $3.25
3/24/05 2,000 $3.23
3/29/05 1,000 $3.24
3/31/05 2,000 $3.13
4/1/05 2,500 $3.04
4/4/05 800 $3.03
4/6/05 900 $3.06
4/8/05 8,300 $3.10
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