SEC Info - Blumberg Capital Management LLC, et al. - ‘SC 13D’ on 6/13/03 re: Cambridge Heart Inc

SEC Info℠

Home

Help

Please Sign In

Blumberg Capital Management LLC, et al. – ‘SC 13D’ on 6/13/03 re: Cambridge Heart Inc

On: Friday, 6/13/03, at 5:17pm ET · Accession #: 919574-3-1288 · File #: 5-46607

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/13/03  Blumberg Capital Management LLC   SC 13D                 1:34K  Cambridge Heart Inc               Seward & Kissel LLP
          Afb Fund, LLC
          Blumberg Capital Advisors, LLC
          Blumberg Life Sciences Fund, L.P.
          Blumberg Life Sciences Fund, Ltd.
          Laurence J. Blumberg
          Louis Blumberg

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             20±    68K 

SC 13D 1st “Page” of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

----------------

SCHEDULE 13D
(Rule 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
 TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 RULE 13d-2(a)

(Amendment No. __________ )(1)

 Cambridge Heart, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $0.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

 131910101
--------------------------------------------------------------------------------
(CUSIP Number)

Laurence J. Blumberg
 c/o Blumberg Capital Management, L.L.C.
153 East 53rd Street, 48th Floor, New York, N.Y. 10022
(212) 521-5186
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

May 12, 2003
--------------------------------------------------------------------------------
 (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),  13d-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.                          

----------                                                                      
(1)  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 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 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).                                                                         

SC 13D 2nd “Page” of 11 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No.  131910101                                                            
---------------------                                     

1.  NAME OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)             

Laurence J. Blumberg                                                    

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                           
                                                                 (a) [X]
                                                                 (b) [_]

3.  SEC USE ONLY                                                                

4.  SOURCE OF FUNDS*                                                            

AF, WC, PF                                                              

5.  CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                      [_] 

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                                        

United States of America                                                

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7.  SOLE VOTING POWER                                                           

316,500                                                                 

8.  SHARED VOTING POWER                                                         

1,146,899                                                               

9.  SOLE DISPOSITIVE POWER                                                      

316,500                                                                 

10. SHARED DISPOSITIVE POWER                                                    

1,146,899                                                               

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

5,714,468                                                               

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

23.3%                                                                   

14. TYPE OF REPORTING PERSON*                                                   

IN, HC                                                                  
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D 3rd “Page” of 11 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No.  131910101                                                            
---------------------                                     

1.  NAME OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)             

Blumberg Capital Management, L.L.C.                                     

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                           
                                                                 (a) [X]
                                                                 (b) [_]

3.  SEC USE ONLY                                                                

4.  SOURCE OF FUNDS*                                                            

AF, WC                                                                  

5.  CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                       [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Delaware                                                                

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7.  SOLE VOTING POWER                                                           

0                                                                       

8.  SHARED VOTING POWER                                                         

1,146,899                                                               

9.  SOLE DISPOSITIVE POWER                                                      

0                                                                       

10. SHARED DISPOSITIVE POWER                                                    

1,146,899                                                               

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

5,714,468                                                               

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

23.3%                                                                   

14. TYPE OF REPORTING PERSON*                                                   

IA, OO                                                                  
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D 4th “Page” of 11 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No.  131910101                                                            
---------------------                                     

1.  NAME OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)             

Blumberg Capital Advisors, L.L.C.                                       

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                           
                                                                 (a) [X]
                                                                 (b) [_]

3. SEC USE ONLY                                                                 

4. SOURCE OF FUNDS*                                                             

AF, WC                                                                

5.  CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                       [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Delaware                                                                

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7.  SOLE VOTING POWER                                                           

0                                                                       

8.  SHARED VOTING POWER                                                         

1,009,970                                                               

9.  SOLE DISPOSITIVE POWER                                                      

0                                                                       

10. SHARED DISPOSITIVE POWER                                                    

1,009,970                                                               

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

5,714,468                                                               

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

23.3%                                                                   

14. TYPE OF REPORTING PERSON*                                                   

IA, OO                                                                  
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D 5th “Page” of 11 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No.  131910101                                                            
---------------------                                     

1.  NAME OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)             

Blumberg Life Sciences Fund, L.P.                                       

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                           
                                                                 (a) [X]
                                                                 (b) [_]

3.  SEC USE ONLY                                                                

4.  SOURCE OF FUNDS*                                                            

AF, WC, PF                                                              

5.  CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                       [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Delaware                                                                

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7.  SOLE VOTING POWER                                                           

1,009,970                                                               

8.  SHARED VOTING POWER                                                         

0                                                                       

9.  SOLE DISPOSITIVE POWER                                                      

1,009,970                                                               

10. SHARED DISPOSITIVE POWER                                                    

0                                                                       

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

5,714,468                                                               

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

23.3%                                                                   

14. TYPE OF REPORTING PERSON*                                                   

PN, IV                                                                  
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D 6th “Page” of 11 TOC 1st Previous Next ↓Bottom Just 6th
CUSIP No.  131910101                                                            
---------------------                                     

1.  NAME OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)             

Blumberg Life Sciences Fund, Ltd.                                       

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                           
                                                                 (a) [X]
                                                                 (b) [_]

3.  SEC USE ONLY                                                                

4.  SOURCE OF FUNDS*                                                            

AF, WC, PF                                                              

5.  CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                       [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                                        

British Virgin Islands                                                  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7.  SOLE VOTING POWER                                                           

136,929                                                                 

8.  SHARED VOTING POWER                                                         

0                                                                       

9.  SOLE DISPOSITIVE POWER                                                      

136,929                                                                 

10. SHARED DISPOSITIVE POWER                                                    

0                                                                       

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

5,714,468                                                               

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

23.3%                                                                   

14. TYPE OF REPORTING PERSON*                                                   

CO, IV                                                                  
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D 7th “Page” of 11 TOC 1st Previous Next ↓Bottom Just 7th
CUSIP No.  131910101                                                            
---------------------                                     

1.  NAME OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)             

Louis Blumberg                                                          

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                           
                                                                 (a) [X]
                                                                 (b) [_]

3.  SEC USE ONLY                                                                

4.  SOURCE OF FUNDS*                                                            

AF, WC, PF                                                              

5.  CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                       [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION                                        

United States of America                                                

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7.  SOLE VOTING POWER                                                           

0                                                                       

8.  SHARED VOTING POWER                                                         

4,251,069                                                               

9.  SOLE DISPOSITIVE POWER                                                      

0                                                                       

10. SHARED DISPOSITIVE POWER                                                    

4,251,069                                                               

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

5,714,468                                                               

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

23.3%                                                                   

14. TYPE OF REPORTING PERSON*                                                   

IN, IA                                                                  
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

SC 13D 8th “Page” of 11 TOC 1st Previous Next ↓Bottom Just 8th
CUSIP No.  131910101                                                            
---------------------                                     

1.  NAME OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)             

AFB Fund, LLC                                                           

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                           
                                                                 (a) [X]
                                                                 (b) [_]

3.  SEC USE ONLY                                                                

4.  SOURCE OF FUNDS*                                                            

AF, WC, PF                                                              

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 Jersey                                                              

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7.  SOLE VOTING POWER                                                           

4,251,069                                                               

8.  SHARED VOTING POWER                                                         

0                                                                       

9.  SOLE DISPOSITIVE POWER                                                      

4,251,069                                                               

10. SHARED DISPOSITIVE POWER                                                    

0                                                                       

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

5,714,468                                                               

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

23.3%                                                                   

14. TYPE OF REPORTING PERSON*                                                   

OO, IV                                                                  
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D 9th “Page” of 11 TOC 1st Previous Next ↓Bottom Just 9th
CUSIP No.  131910101                                                            
---------------------                                     

--------------------------------------------------------------------------------
Item 1.  Security and Issuer.                                                   

The name of the issuer is Cambridge  Heart,  Inc., a Delaware  corporation  (the
"Issuer").  The address of the  Issuer's  offices is 1 Oak Park Drive,  Bedford,
Massachusetts  01730.  This  Schedule 13D relates to the Issuer's  Common Stock,
$0.001 par value (the "Shares").                                                

--------------------------------------------------------------------------------
Item 2.  Identity and Background.                                               

     (a-c,  f) This  Schedule  13D is being  filed  jointly by (i)  Laurence  J.
Blumberg, a United States citizen;  (ii) Blumberg Capital Management,  L.L.C., a
Delaware limited  liability  company ("BCM");  (iii) Blumberg Capital  Advisors,
L.L.C.,  a Delaware  limited  liability  company  ("BCA");  (iv)  Blumberg  Life
Sciences Fund, L.P., a Delaware limited partnership ("BLSF");  (v) Blumberg Life
Sciences Fund, Ltd., a British Virgin Islands  corporation  ("BLS");  (vi) Louis
Blumberg, a United States citizen; and (vii) AFB Fund, LLC, a New Jersey limited
liability company ("AFB").                                                      

The principal business address of Laurence J. Blumberg, BCM, BCA and BLSF is 153
East 53rd Street,  48th Floor,  New York,  N.Y.  10022.  The principal  business
address of BLS is c/o Citco Fund Services  (Cayman Islands)  Limited,  Corporate
Center,  West Bay Road P.O. Box 31106 SMB Grand Cayman,  Cayman Islands  British
West Indies.  The principal  business  address of Louis Blumberg and AFB is 2050
Center Avenue, Fort Lee, New Jersey 07024.                                      

Laurence J.  Blumberg is the  managing  member of BCM and BCA,  both  investment
management  firms that serve as the  management  company  and  general  partner,
respectively, of BLSF. BCM also serves as the investment manager of BLS.        

Louis  Blumberg,  the father of Laurence J. Blumberg,  is the managing member of
AFB, a family limited liability company, of which Laurence J. Blumberg is also a
member.                                                                         

     (d) None of Messrs.  Blumberg,  BCM, BCA, BLSF,  BLS or AFB  (individually,
each a "Reporting  Person" and  collectively,  the  "Reporting  Persons"),  has,
during the last five years, been convicted in a criminal  proceeding  (excluding
traffic violations or similar misdemeanors).                                    

     (e) None of the Reporting  Persons has, during the last five years,  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.                     

As of the  date  hereof,  each  of  the  Reporting  Persons  may  be  deemed  to
beneficially own 5,714,468  Shares by virtue of the fact that Messrs.  Blumberg,
BCM,  BCA,  BLSF,  BLS and AFB may be deemed to be a group for  purposes of this
filing. Laurence J. Blumberg, through his position as managing member of BCM and
BCA, is deemed to be the beneficial  owner of the 1,009,970  Shares held by BLSF
and the 136,929  Shares held by BLS.  Laurence J. Blumberg also may be deemed to
have beneficial  ownership over the 316,500 shares that he holds  personally.(1)
The total cost for the Shares Laurence J. Blumberg may be deemed to beneficially
own is $162,852.52.                                                             

BCM, the investment  manager of BLSF and BLS, may be deemed to beneficially  own
the 1,009,970 Shares and 136,929 Shares held by such entities,  respectively.(2)
The  total  cost  for  the  Shares  BCM may be  deemed  to  beneficially  own is
$142,229.52.                                                                    

BCA,  the  general  partner  of BLSF,  may be  deemed  to  beneficially  own the
1,009,970  Shares  held by  BLSF.(3)  The total  cost for the  Shares BCA may be
deemed to beneficially own is $125,241.90.                                      

BLSF may be deemed to  beneficially  own the 1,009,970  Shares that it holds.(4)
The  total  cost  for the  Shares  BLSF may be  deemed  to  beneficially  own is
$125,241.90.                                                                    

BLS may be deemed to  beneficially  own the 136,929 Shares that it holds.(5) The
total cost for the Shares BLS may be deemed to beneficially own is $16,987.62.  

Louis Blumberg is deemed to  beneficially  own the 0 Shares he holds  personally
and the 4,251,069 Shares held by AFB by virtue of his role as managing member of
AFB.(6)  The  total  cost  for  the  Shares  Louis  Blumberg  may be  deemed  to
beneficially own is $1,731,214.96.                                              

AFB may be deemed to beneficially own the 4,251,069 Shares that it holds.(7) The
total  cost  for  the  Shares  AFB  may  be  deemed  to   beneficially   own  is
$1,731,214.96.                                                                  

The funds for the purchase of the Shares beneficially owned by Messrs. Blumberg,
BCM, BCA, BLSF, BLS and AFB came from their respective funds.                   

No borrowed  funds were used to purchase  the  Shares,  other than any  borrowed
funds used for working capital purposes in the ordinary course of business.     

--------------------------------------------------------------------------------
Item 4.  Purpose of Transaction.                                                

(a-j) The Shares held by the Reporting  Persons were acquired for, and are being
held for,  investment  purposes on behalf of the  Reporting  Persons  and/or the
investors in BLSF and BLS and the members in AFB. The acquisitions of the Shares
were  made  in  the  ordinary  course  of the  Reporting  Persons'  business  or
investment activities, as the case may be.                                      

In an effort to protect their  investment and the investments  made on behalf of
the investors in BSLF,  BLS and AFB, as well as to maximize  shareholder  value,
the Reporting Persons may acquire additional  Shares,  dispose of all or some of
these  Shares  from  time to  time,  in each  case in  open  market  or  private
transactions, block sales or purchases or otherwise, or may continue to hold the
Shares,  depending on business and market conditions,  its continuing evaluation
of the business and prospects of the Issuer and other factors.                  

Although  it has no  concrete  plans to do so, the  Reporting  Persons  may also
engage in and may plan for their engagement in:                                 

     (1)  the acquisition of additional Shares of the Issuer, or the disposition
of Shares of the Issuer;                                    

     (2)  an   extraordinary   corporate   transaction,   such   as  a   merger,
reorganization or liquidation, involving the Issuer;        

(3)  a sale or transfer of a material amount of assets of the Issuer; 

     (4)  any change in the present  board of  directors  or  management  of the
          Issuer,  including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;

     (5)  any material change in the present  capitalization  or dividend policy
of the Issuer;                                              

     (6)  any  other  material  change in the  Issuer's  business  or  corporate
structure;                                                  

     (7)  changes in the Issuer's charter, by-laws or instruments  corresponding
          thereto or other actions which may impede the  acquisition  of control
of the Issuer by any person;                                

     (8)  causing a class of  securities  of the  Issuer to be  delisted  from a
          national securities exchange or to cease to be authorized to be quoted
          on  an  inter-dealer   quotation  system  of  a  registered   national
securities association;                                     

     (9)  a class of equity  securities  of the  Issuer  becoming  eligible  for
          termination of registration  pursuant to Section  12(g)(4) of the Act;
and/or                                                      

(10) any action similar to those enumerated above.                    

Any future  decision  of the  Reporting  Persons to take any such  actions  with
respect to the Issuer or its securities will take into account various  factors,
including the prospects of the Issuer,  general  market and economic  conditions
and other factors deemed relevant.                                              
--------------------------------------------------------------------------------
Item 5.  Interest in Securities of the Issuer.                                  

Laurence J. Blumberg                                                            
--------------------                                                            
(a-e) As of the date  hereof,  Laurence  J.  Blumberg  may be  deemed  to be the
beneficial owner of 5,714,468 Shares or 23.3% of the Shares of the Issuer, based
upon the  combined  amount of Shares  produced by adding the  19,516,299  Shares
outstanding  as of March 31, 2003,  according  to the Issuer's  most recent Form
10-Q, to the total number of Shares deemed to be outstanding upon the conversion
of the derivative securities held by the Reporting Persons (the "Combined Shares
Outstanding").                                                                  

Laurence  J.  Blumberg  has the sole power to vote or direct the vote of 316,500
Shares and the shared  power to vote or direct the vote of  1,146,899  Shares to
which this filing relates.                                                      

Laurence J. Blumberg has the sole power to dispose or direct the  disposition of
316,500  Shares and the shared  power to  dispose or direct the  disposition  of
1,146,899 Share to which this filing relates.                                   

The trading dates,  number of shares  purchased and sold and price per share for
all  transactions  in the Shares during the past 60 days by Laurence J. Blumberg
and/or BCM and BCA on behalf of BLSF and BLS are set forth in Exhibit B and were
all effected in broker transactions.                                            

The  aforementioned  Shares were acquired for investment  purposes.  Laurence J.
Blumberg  and/or  Laurence J. Blumberg on behalf of the BLSF and BLS through his
position in BCM and BCA, may acquire additional  Shares,  dispose of all or some
of these  Shares  from time to time,  in each case in open  markets  or  private
transactions, block sales or purchases or otherwise, or may continue to hold the
Shares. Moreover, Laurence J. Blumberg, and/or Laurence J. Blumberg on behalf of
BCM and BCA and BLSF and BLS through his  position in BCM and BCA, may engage in
any or all of the items discussed in Item 4 above.                              

Blumberg Capital Management, L.L.C. ("BCM")                                     
-------------------------------------------                                     
(a-e) As of the date  hereof,  BCM may be deemed to be the  beneficial  owner of
5,714,468  Shares or 23.3% of the Shares of the Issuer,  based upon the Combined
Shares Outstanding.                                                             

BCM has the sole  power to vote or direct  the vote of 0 Shares  and the  shared
power to vote or  direct  the vote of  1,146,899  Shares  to which  this  filing
relates.                                                                        

BCM has the sole power to dispose or direct the  disposition of 0 Shares and the
shared power to dispose or direct the  disposition of 1,146,899  Shares to which
this filing relates.                                                            

The trading dates,  number of shares  purchased and sold and price per share for
all  transactions  in the Shares  during the past 60 days by BCM,  and/or BCM on
behalf of BLSF and BLS,  are set forth in  Exhibit  B and were all  effected  in
broker transactions.                                                            

The aforementioned Shares were acquired for investment purposes. BCM, and/or BCM
on behalf of the BLSF and BLS through its position as investment manager to BLSF
and BLS, may acquire additional  Shares,  dispose of all or some of these Shares
from time to time, in each case in open markets or private  transactions,  block
sales or purchases or otherwise,  or may continue to hold the Shares.  Moreover,
BCM, and/or BCM on behalf of the BLSF and BLS through its position as investment
manager to BLSF and BLS, may engage in any or all of the items discussed in Item
4 above.                                                                        

Blumberg Capital Advisors, L.L.C. ("BCA")                                       
-----------------------------------------                                       
(a-e) As of the date  hereof,  BCA may be deemed to be the  beneficial  owner of
5,714,468  Shares or 23.3% of the Shares of the Issuer,  based upon the Combined
Shares Outstanding.                                                             

BCA has the sole  power to vote or direct  the vote of 0 Shares  and the  shared
power to vote or  direct  the vote of  1,009,970  Shares  to which  this  filing
relates.                                                                        

BCA has the sole power to dispose or direct the  disposition of 0 Shares and the
shared power to dispose or direct the  disposition of 1,009,970  Shares to which
this filing relates.                                                            

The trading dates,  number of shares  purchased and sold and price per share for
all  transactions  in the Shares  during the past 60 days by BCA,  and/or BCA on
behalf of BLSF,  are set  forth in  Exhibit  B and were all  effected  in broker
transactions.                                                                   

The aforementioned Shares were acquired for investment purposes. BCA, and BCA on
behalf of the BLSF through its position as general  partner of BLSF, may acquire
additional Shares,  dispose of all or some of these Shares from time to time, in
each case in open markets or private  transactions,  block sales or purchases or
otherwise,  or may continue to hold the Shares.  Moreover, BCA and BCA on behalf
of the BLSF through its position as general partner to BLSF may engage in any or
all of the items discussed in Item 4 above.                                     

Blumberg Life Science Fund, L.P. ("BLSF")                                       
-----------------------------------------                                       
(a-e) As of the date hereof,  BSLF may be deemed to be the  beneficial  owner of
5,714,468  Shares or 23.3% of the Shares of the Issuer,  based upon the Combined
Shares Outstanding.                                                             

BLSF has the sole power to vote or direct the vote of  1,009,970  Shares and the
shared  power  to vote or  direct  the vote of 0 Shares  to  which  this  filing
relates.                                                                        

BLSF has the sole power to dispose or direct the disposition of 1,009,970 Shares
and the shared power to dispose or direct the  disposition  of 0 Shares to which
this filing relates.                                                            

The trading dates,  number of shares  purchased and sold and price per share for
all  transactions in the Shares during the past 60 days by BLSF are set forth in
Exhibit B and were all effected in broker transactions.                         

The  aforementioned  Shares were  acquired  for  investment  purposes.  BLSF may
acquire additional  Shares,  dispose of all or some of these Shares from time to
time,  in each case in open  markets or  private  transactions,  block  sales or
purchases or otherwise,  or may continue to hold the Shares.  Moreover, BLSF may
engage in any or all of the items discussed in Item 4 above.                    

Blumberg Life Science Fund, Ltd. ("BLS")                                        
----------------------------------------                                        
(a-e) As of the date  hereof,  BSL may be deemed to be the  beneficial  owner of
5,714,468  Shares or 23.3% of the Shares of the Issuer,  based upon the Combined
Shares Outstanding.                                                             

BSL has the sole  power to vote or direct  the vote of  136,929  Shares  and the
shared  power  to vote or  direct  the vote of 0 Shares  to  which  this  filing
relates.                                                                        

BSL has the sole power to dispose or direct the  disposition  of 136,929  Shares
and the shared power to dispose or direct the  disposition  of 0 Shares to which
this filing relates.                                                            

The trading dates,  number of shares  purchased and sold and price per share for
all  transactions  in the Shares during the past 60 days by BLS are set forth in
Exhibit B and were all effected in broker transactions.                         

The aforementioned Shares were acquired for investment purposes. BLS may acquire
additional Shares,  dispose of all or some of these Shares from time to time, in
each case in open markets or private  transactions,  block sales or purchases or
otherwise,  or may continue to hold the Shares.  Moreover, BLS may engage in any
or all of the items discussed in Item 4 above.                                  

Louis Blumberg                                                                  
--------------                                                                  
(a-e) As of the date hereof,  Louis  Blumberg may be deemed to be the beneficial
owner of 5,714,468  Shares or 23.3% of the Shares of the Issuer,  based upon the
Combined Shares Outstanding.                                                    

Louis Blumberg has the sole power to vote or direct the vote of 0 Shares and the
shared power to vote or direct the vote of 4,251,069 Shares to which this filing
relates.                                                                        

Louis  Blumberg  has the sole power to dispose  or direct the  disposition  of 0
Shares and the shared  power to dispose or direct the  disposition  of 4,251,069
Shares to which this filing relates.                                            

The trading dates,  number of shares  purchased and sold and price per share for
all  transactions  in the Shares  during the past 60 days by Louis  Blumberg and
Louis Blumberg on behalf of AFB are set forth in Exhibit B and were all effected
in broker transactions.                                                         

The aforementioned Shares were acquired for investment purposes. Louis Blumberg,
and/or  Louis  Blumberg on behalf of the AFB  through  his  position as managing
member of AFB, may acquire  additional  Shares,  dispose of all or some of these
Shares from time to time, in each case in open markets or private  transactions,
block  sales or  purchases  or  otherwise,  or may  continue to hold the Shares.
Moreover, Louis Blumberg, and/or Louis Blumberg on behalf of AFB as the managing
member of AFB, may engage in any or all of the items discussed in Item 4 above. 

AFB Fund, LLC ("AFB")                                                           
---------------------                                                           
(a-e) As of the date  hereof,  AFB may be deemed to be the  beneficial  owner of
5,714,468  Shares or 23.3% of the Shares of the Issuer,  based upon the Combined
Shares Outstanding.                                                             

AFB has the sole  power to vote or direct the vote of  4,251,069  Shares and the
shared  power  to vote or  direct  the vote of 0 Shares  to  which  this  filing
relates.                                                                        

AFB has the sole power to dispose or direct the disposition of 4,251,069  Shares
and the shared power to dispose or direct the  disposition  of 0 Shares to which
this filing relates.                                                            

The trading dates,  number of shares  purchased and sold and price per share for
all  transactions  in the Shares during the past 60 days by AFB are set forth in
Exhibit B and were all effected in broker transactions.                         

The aforementioned Shares were acquired for investment purposes. AFB may acquire
additional Shares,  dispose of all or some of these Shares from time to time, in
each case in open markets or private  transactions,  block sales or purchases or
otherwise,  or may continue to hold the Shares.  Moreover, AFB may engage in any
or all of the items discussed in Item 4 above.                                  

--------------------------------------------------------------------------------
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect  
to Securities of the Issuer.                                  

The Reporting  Persons do not have any contract,  arrangement,  understanding or
relationship with any person with respect to the Shares.  However, the Reporting
Persons  among  themselves  may be deemed to be a group as  defined  in  Section
13d-3(b) and have filed this joint Schedule 13D accordingly.                    

--------------------------------------------------------------------------------
Item 7.  Material to be Filed as Exhibits.                                      

A. An agreement  relating to the filing of a joint statement as required by Rule
13d-1(f) under the Securities  Exchange Act of 1934 is filed herewith as Exhibit
A.                                                                              

B. A  description  of the  transactions  in the Shares that were effected by the
Reporting  Persons during the 60 days prior to May 29, 2003 is filed herewith as
Exhibit B.                                                                      

--------------------------------------------------------------------------------

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.                                                                        

June 6, 2003                                                                    
-----------------------                                                         
(Date)                                                                          

/s/ Laurence J. Blumberg                                                        
------------------------------------                                            
Laurence J. Blumberg                                                    

Blumberg Capital Management, LLC                                                

By:  /s/ Laurence J. Blumberg                                                   
-------------------------------------                                           
Name: Laurence J. Blumberg                                                      
Title: Principal                                                                

Blumberg Capital Advisors, LLC                                                  

By:  /s/ Laurence J. Blumberg                                                   
-------------------------------------                                           
Name: Laurence J. Blumberg                                                      
Title: Principal                                                                

Blumberg Life Sciences Fund, L.P.                                               
By: Blumberg Capital Advisors, LLC                                              
General Partner                                                         

By:  /s/ Laurence J. Blumberg                                                   
-------------------------------------                                           
Name: Laurence J. Blumberg                                                      
Title: Principal                                                                

Blumberg Life Sciences Fund, Ltd.                                               

By:  /s/ Laurence J. Blumberg                                                   
-------------------------------------                                           
Name: Laurence J. Blumberg                                                      
Title: Director                                                                 

/s/ Louis Blumberg                                                              
-------------------------------------                                           
Louis Blumberg                                                            

AFB Fund, LLC                                                                   

By: /s/ Louis Blumberg                                                          
-------------------------------------                                           
Name: Louis Blumberg                                                            
Title: Managing Member                                                          

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).                                       

--------                                                                        
1        By virtue of the Reporting Persons  potentially being deemed a "group",
         Laurence J.  Blumberg may also be deemed to have  beneficial  ownership
over the 4,251,069 Shares held by AFB.                        
2        By virtue of the Reporting Persons  potentially being deemed a "group",
         BCM may also be deemed to have  beneficial  ownership  over the 316,500
         Shares held directly by Laurence J.  Blumberg and the 4,251,069  Shares
held by AFB.                                                  
3        By virtue of the Reporting Persons  potentially being deemed a "group",
         BCA may also be deemed to have  beneficial  ownership  over the 136,929
         Shares  held by BLS,  the 316,500  Shares held  directly by Laurence J.
Blumberg and the 4,251,069 Shares held by AFB.                
4        By virtue of the Reporting Persons  potentially being deemed a "group",
         BLSF may also be deemed to have  beneficial  ownership over the 136,929
         Shares  held by BLS,  the 316,500  Shares held  directly by Laurence J.
Blumberg and the 4,251,069 Shares held by AFB.                
5        By virtue of the Reporting Persons  potentially being deemed a "group",
         BLS may also be deemed to have beneficial  ownership over the 1,009,970
         Shares held by BLSF,  the 316,500  Shares held  directly by Laurence J.
Blumberg and the 4,251,069 Shares held by AFB.                
6        By virtue of the Reporting Persons  potentially being deemed a "group",
         Louis Blumberg may also be deemed to have beneficial ownership over the
         1,009,970  Shares held by BLSF,  the 136,929 Shares held by BLS and the
316,500 Shares held directly by Laurence J. Blumberg.         
7        By virtue of the Reporting Persons  potentially being deemed a "group",
         AFB may also be deemed to have beneficial  ownership over the 1,009,970
         Shares held by BLSF,  the 136,929 Shares held in the account of BLS and
the 316,500 Shares held directly by Laurence J. Blumberg.     

SC 13D 10th “Page” of 11 TOC 1st Previous Next ↓Bottom Just 10th
                                                                   Exhibit A

AGREEMENT 

         The  undersigned  agree  that  this  Schedule  13D  dated  June 6, 2003
relating to the Common Stock par value $0.001 of Cambridge Heart,  Inc. shall be
filed on behalf of the undersigned.                                             

/s/ Laurence J. Blumberg                                                        
---------------------------                                                     
Laurence J. Blumberg                                                    

Blumberg Capital Management, LLC                                                

By:  /s/ Laurence J. Blumberg                                                   
-------------------------------------                                           
Name: Laurence J. Blumberg                                                      
Title: Principal                                                                

Blumberg Capital Advisors, LLC                                                  

By:  /s/ Laurence J. Blumberg                                                   
-------------------------------------                                           
Name: Laurence J. Blumberg                                                      
Title: Principal                                                                

Blumberg Life Sciences Fund, L.P.                                               
By: Blumberg Capital Advisors, LLC                                              
General Partner                                                         

By:  /s/ Laurence J. Blumberg                                                   
-------------------------------------                                           
Name: Laurence J. Blumberg                                                      
Title: Principal                                                                

Blumberg Life Sciences Fund, Ltd.                                               

By:  /s/ Laurence J. Blumberg                                                   
-------------------------------------                                           
Name: Laurence J. Blumberg                                                      
Title: Director                                                                 

/s/ Louis Blumberg                                                              
-------------------------------------                                           
Louis Blumberg                                                            

AFB Fund, LLC                                                                   

By: /s/ Louis Blumberg                                                          
-------------------------------------                                           
Name: Louis Blumberg                                                            
Title: Managing Member                                                          

June 6, 2003                                                                    

SC 13D Last “Page” of 11 TOC 1st Previous Next ↓Bottom Just 11th
                                                                   Exhibit B

Transactions in the Shares -- Laurence J. Blumberg

Date of                Number of Shares             Price Per                   
Transaction            Purchase/(SOLD)              Share                       

May 12, 2003             42,159                      $.340                      
May 12, 2003             63,180                      $.026                      
May 12, 2003             31,590                      $.032                      
May 12, 2003             310,778                     $.340                      
May 12, 2003             466,128                     $.026                      
May 12, 2003             233,064                     $.032                      

 Transactions in the Shares -- Blumberg Capital Management, L.L.C.

Date of                Number of Shares             Price Per                   
Transaction            Purchase/(SOLD)              Share                       

May 12, 2003             42,159                      $.340                      
May 12, 2003             63,180                      $.026                      
May 12, 2003             31,590                      $.032                      
May 12, 2003             310,778                     $.340                      
May 12, 2003             466,128                     $.026                      
May 12, 2003             233,064                     $.032                      

 Transactions in the Shares -- Blumberg Capital Advisors, L.L.C.

Date of                Number of Shares             Price Per                   
Transaction            Purchase/(SOLD)              Share                       

May 12, 2003             310,778                     $.340                      
May 12, 2003             466,128                     $.026                      
May 12, 2003             233,064                     $.032                      

 Transactions in the Shares -- Blumberg Life Sciences Fund, L.P.

Date of                Number of Shares             Price Per                   
Transaction            Purchase/(SOLD)              Share                       

May 12, 2003             310,778                     $.340                      
May 12, 2003             466,128                     $.026                      
May 12, 2003             233,064                     $.032                      

 Transactions in the Shares -- Blumberg Life Sciences Fund, Ltd.

Date of                Number of Shares             Price Per                   
Transaction            Purchase/(SOLD)              Share                       

May 12, 2003             42,159                      $.340                      
May 12, 2003             63,180                      $.026                      
May 12, 2003             31,590                      $.032                      

Transactions in the Shares -- Louis Blumberg

Date of                Number of Shares             Price Per                   
Transaction            Purchase/(SOLD)              Share                       

May 12, 2003           1,176,461                     $.340                      
May 12, 2003           1,764,672                     $.026                      
May 12, 2003             882,336                     $.032                      

 Transactions in the Shares -- AFB Fund, LLC

Date of                Number of Shares             Price Per                   
Transaction            Purchase/(SOLD)              Share                       

May 12, 2003           1,176,461                     $.340                      
May 12, 2003           1,764,672                     $.026                      
May 12, 2003             882,336                     $.032                      

03277.0001 #408236

SC 13D	1st “Page” of 11	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

SC 13D	2nd “Page” of 11	TOC	1st	Previous	Next	↓Bottom	Just 2nd

SC 13D	3rd “Page” of 11	TOC	1st	Previous	Next	↓Bottom	Just 3rd

SC 13D	4th “Page” of 11	TOC	1st	Previous	Next	↓Bottom	Just 4th

SC 13D	5th “Page” of 11	TOC	1st	Previous	Next	↓Bottom	Just 5th

SC 13D	6th “Page” of 11	TOC	1st	Previous	Next	↓Bottom	Just 6th

SC 13D	7th “Page” of 11	TOC	1st	Previous	Next	↓Bottom	Just 7th

SC 13D	8th “Page” of 11	TOC	1st	Previous	Next	↓Bottom	Just 8th

SC 13D	9th “Page” of 11	TOC	1st	Previous	Next	↓Bottom	Just 9th

SC 13D	10th “Page” of 11	TOC	1st	Previous	Next	↓Bottom	Just 10th

SC 13D	Last “Page” of 11	TOC	1st	Previous	Next	↓Bottom	Just 11th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	6/13/03			3
	6/6/03	9	10
	5/29/03	9
	5/12/03	1		3
	3/31/03	9		10-K, 10-Q
				List all Filings

↑Top

Filing Submission 0000919574-03-001288 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Blumberg Capital Management LLC, et al. – ‘SC 13D’ on 6/13/03 re: Cambridge Heart Inc

On: Friday, 6/13/03, at 5:17pm ET · Accession #: 919574-3-1288 · File #: 5-46607

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents