UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 5*
Under the Securities Exchange Act of 1934
Natus Medical, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
639050103
(CUSIP Number)
George Travers
Perry Corp.
599 Lexington Avenue
New York, NY 10022
(212) 583-4000
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 3, 2004
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 3d-1(f), or 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 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 the
disclosures provided in a prior cover page.
The information required in 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
Perry Corp.
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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*
00
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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
New York
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7 SOLE VOTING POWER
3,987,940
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,987,940
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,987,940
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.18%
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14 TYPE OF REPORTING PERSON*
IA, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Richard C. Perry
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,987,940 (all shares beneficially owned by Perry Corp.)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,987,940 (all shares beneficially owned by Perry Corp.)
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,987,940
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.18%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN, HC
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER:
This statement on Schedule 13D relates to shares of common stock, $0.001
par value per share of Natus Medical, Inc., a Delaware corporation (the
"Issuer") acquired by private investment funds managed by Perry Corp. (the
"Shares"). The principal executive offices of the Issuer are located at 1501
Industrial Road, San Carlos, CA 94070.
ITEM 2. IDENTITY AND BACKGROUND:
This statement on Schedule 13D is filed on behalf of Perry Corp., a New
York corporation, and Richard C. Perry, an American citizen. Perry Corp. is a
registered investment adviser that provides asset management services to private
investment funds. Richard C. Perry is the President, sole director, and sole
stockholder of Perry Corp. The address of Perry Corp. and Richard C. Perry is
599 Lexington Avenue, New York, NY 10022. A joint filing agreement of Perry
Corp. and Richard C. Perry is attached hereto as Exhibit A.
The names, citizenship, business addresses and principal occupations of
each of the directors and executive officers of Perry Corp. (other than Richard
C. Perry) are set forth in Schedule B, which is incorporated herein by
reference.
During the last five years, neither Perry Corp., Richard C. Perry, nor any
of the persons listed in Schedule B has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The transactions reported hereunder with respect to Shares purchased or
sold by the reporting persons were consummated by two or more private investment
funds for which Perry Corp. acts as a general partner and/or investment adviser.
The source of funds for the purchase transactions was the working capital of
such investment funds. The total sales price for the Shares sold was
$4,724,753.40.
ITEM 4. PURPOSE OF TRANSACTION:
The Shares were acquired for investment and proprietary trading purposes
in the ordinary course of business by two or more private investment funds
managed by Perry Corp. and were not acquired with the purpose or effect of
changing or influencing control of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a)-(b) Perry Corp. is the indirect beneficial owner of 3,987,940 Shares,
which constitutes approximately 24.18% of the Issuer's outstanding shares, based
upon 16,495,000 shares outstanding as of March 3, 2004. Perry Corp. has sole
power to vote and sole power to dispose of the 3,987,940 Shares. By virtue of
his position as President and sole stockholder of Perry Corp., Richard C. Perry
may be considered to indirectly beneficially own such Shares. Richard C. Perry
disclaims any beneficial ownership interest of the Shares held by any funds for
which Perry Corp. acts as the general partner and/or investment adviser, except
for that portion of such shares that relates to his economic interest in such
shares.
(c) See Exhibit B attached hereto. All of the transactions in the Shares
set forth on Exhibit B were consummated by private investment funds for which
Perry Corp. acts as a general partner and/or investment adviser within 60 days
of the event which triggered the filing of this Schedule 13D. All transactions
in the Shares were open market transactions.
(d) The limited partners of (or investors in) each of two or more private
investment funds for which Perry Corp. acts as general partner and/or investment
adviser have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the accounts of their respective
funds in accordance with their respective limited partnership interests (or
investment percentages) in their respective funds.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER:
Except for the arrangements described in Item 5(d) above, to the best
knowledge of Perry Corp., there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between the persons enumerated in Item 2
and any other person with respect to any securities of the Issuer, including but
not limited to, transfer or voting of any of the Shares, 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.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A -- Agreement between Perry Corp. and Richard C. Perry to
file this statement jointly on behalf of each of them.
Exhibit B -- List of transactions in Issuer's common stock taking
place during the 60 day period preceding this filing.
Schedule A -- Executive Officers and Directors of Perry Corp. (other
than Richard C. Perry).
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.
PERRY CORP.
Dated: March 11, 2004
New York, New York By: /s/ Richard C. Perry
-------------------------
Name: Richard C. Perry
Title: President
Dated: March 11, 2004
New York, New York /s/ Richard C. Perry
-------------------------
Richard C. Perry
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of Natus Medical, Inc., and hereby
affirm that such Schedule 13D is being filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934. The undersigned acknowledge that each
shall be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
PERRY CORP.
Dated: March 11, 2004
New York, New York By: /s/ Richard C. Perry
-------------------------
Name: Richard C. Perry
Title: President
Dated: March 11, 2004
New York, New York /s/ Richard C. Perry
-------------------------
Richard C. Perry
EXHIBIT B
List of Transactions
Trade Date Transaction Quantity Price
---------------------------------------------------------------
3/3/2004 SELL 500,000 $ 6.50
3/3/2004 SELL 234,460 6.29
SCHEDULE A
Executive Officers of Perry Corp. (other than Richard C. Perry)
Name & Principal Occupation Citizenship Business Address
--------------------------- ----------- ---------------
Randall Borkenstein, USA c/o Perry Corp.
Chief Financial Officer of Perry Corp. 599 Lexington Avenue
36th Floor
New York, NY 10022
William J. Vernon, USA c/o Perry Corp.
Secretary of Perry Corp. 599 Lexington Avenue
36th Floor
New York, NY 10022