SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Credit Suisse AG – ‘SC 13D/A’ on 8/7/08 re: NxStage Medical, Inc.

On:  Thursday, 8/7/08, at 6:42pm ET   ·   As of:  8/8/08   ·   Accession #:  903423-8-650   ·   File #:  5-81212

Previous ‘SC 13D’:  ‘SC 13D/A’ on 8/1/08   ·   Next:  ‘SC 13D’ on 8/25/08   ·   Latest:  ‘SC 13D/A’ on 12/3/21

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

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

 8/08/08  Credit Suisse AG                  SC 13D/A    8/07/08    1:187K NxStage Medical, Inc.             Cleary Gottlieb Ste… LLP

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML    145K 
                          Ownership                                              

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

NxStage Medical, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

67072V103

(CUSIP Number)

Ivy Dodes

Credit Suisse

Eleven Madison Avenue, New York, NY 10010

(212) 325-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 22, 2008

(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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 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 (“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).

This Amendment No. 2 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on December 16, 2005 (as amended by Amendment No. 1 filed on June 22, 2006, the “Schedule 13D” and, as amended by this Amendment No. 2, the “Statement”) with respect to the Common Stock, $0.001 par value per share (the “Shares”), of NxStage Medical, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 439 South Union Street, 5th Floor, Lawrence, Massachusetts 01843. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse (the "Bank"), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking division (the "Investment Banking division"), the Alternative Investments business (the "AI Business") within the Asset Management division (the "Asset Management division") and the U.S. private client services business (the "U.S. PCS Business") within the Private Banking division (the "Private Banking division") (the "Reporting Person"). The address of the principal business and office of the Bank is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the principal business and office of the Reporting Person in the United States is Eleven Madison Avenue, New York, NY 10010.

The Bank owns directly a majority of the voting stock, and all of the non-voting stock, of Credit Suisse Holdings (USA), Inc. ("CS Hldgs USA Inc"), a Delaware corporation. The address of the principal business and office of CS Hldgs USA Inc is Eleven Madison Avenue, New York, NY 10010. The ultimate parent company of the Bank and CS Hldgs USA Inc, and the direct owner of the remainder of the voting stock of CS Hldgs USA Inc is Credit Suisse Group AG ("CSG"), a corporation formed under the laws of Switzerland.

CS Hldgs USA Inc owns all of the voting stock of Credit Suisse (USA), Inc. ("CS USA Inc"), a Delaware corporation and holding company. CS USA Inc is the sole member of Credit Suisse Securities (USA) LLC ("CS Sec USA LLC"), a Delaware limited liability company and a registered broker-dealer that effects trades in many companies, including the Company. CS Sec USA LLC is the successor company of Credit Suisse First Boston LLC ("CSFB LLC"), and all references hereinafter to CSFB LLC shall be deemed to refer to CS Sec USA LLC. The address of the principal business and office of each of CS USA Inc and CS Sec USA LLC is Eleven Madison Avenue, New York, NY 10010.

Sprout Capital IX, L.P. (“Sprout IX”), Sprout Capital VIII, L.P. (“Sprout VIII”), Sprout Capital VII, L.P. (“Sprout VII”), Sprout CEO Fund, L.P. (“Sprout CEO”), Sprout Entrepreneurs Fund, L.P. (“Sprout Entrepreneurs”), Sprout IX Plan Investors, L.P. (“IX Plan”), Sprout Plan Investors, L.P. (“Plan Investors”), Sprout Venture Capital, L.P. (“Sprout Venture”) and DLJ ESC II, L.P. (“ESC II”) are Delaware limited partnerships which make investments for long-term appreciation. DLJ Capital Corporation (“DLJCC”), a Delaware corporation and a wholly owned subsidiary of CS USA Inc, acts as a venture capital partnership management company. DLJCC is also the general partner of Sprout CEO, Sprout Entrepreneurs and Sprout Venture. DLJCC is also the managing general partner of Sprout IX, Sprout VIII and Sprout VII and, as such, is responsible for their day-to-day management. DLJCC makes all of the investment decisions on behalf of Sprout IX, Sprout VIII, Sprout VII, Sprout CEO, Sprout Entrepreneurs and Sprout Venture. DLJ Associates IX, L.P. (“Associates IX”), a Delaware limited partnership, is a general partner of Sprout IX and in accordance with the terms of the relevant partnership agreement, does not participate in investment decisions made on behalf of Sprout IX. DLJ Capital

Associates IX, Inc. (“DLJCA IX”), a Delaware corporation and wholly owned subsidiary of DLJCC, is the managing general partner of Associates IX. DLJ Associates VIII, L.P. (“Associates VIII”), a Delaware limited partnership, is a general partner of Sprout VIII and in accordance with the terms of the relevant partnership agreement, does not participate in investment decisions made on behalf of Sprout VIII. DLJ Capital Associates VIII, Inc. (“DLJCA VIII”), a Delaware corporation and wholly owned subsidiary of DLJCC, is the managing general partner of Associates VIII. DLJ Associates VII, L.P. (“Associates VII”), a Delaware limited partnership, is a general partner of Sprout VII and in accordance with the terms of the relevant partnership agreement, does not participate in investment decisions made on behalf of Sprout VII. DLJ Capital Associates VII, Inc. (“DLJCA VII”), a Delaware corporation and wholly owned subsidiary of DLJCC, is the managing general partner of Associates VII. DLJ LBO Plans Management Corporation (“DLJLBO”), a Delaware corporation, is the general partner of ESC II and, as such, is responsible for its day-to-day management. DLJLBO makes all of the investment decisions on behalf of ESC II. DLJLBO is an indirect wholly owned subsidiary of CS USA Inc. DLJ LBO Plans Management Corporation II (“DLJLBO II”), a Delaware corporation, is the general partner of IX Plan and Plan Investors and, as such, is responsible for their day-to-day management. DLJLBO II makes all of the investment decisions on behalf of IX Plan and Plan Investors. DLJLBO II is a wholly owned subsidiary of Credit Suisse Private Equity, Inc. (“CSPE Inc”), a Delaware corporation, which, in turn, is a wholly-owned subsidiary of CS USA Inc. CSFB Fund Co-Investment Program, L.P. (“CSFB Fund”) is a Delaware limited partnership. DLJ MB Advisors, Inc. (“DLJMB”), a Delaware Corporation and indirect, wholly owned subsidiary of CS USA Inc, serves as an investment advisor to CSFB Fund. The address of the principal business and office of each of DLJCC, DLJCA IX, Associates IX, DLJCA VIII, Associates VIII, DLJCA VII, Associates VII, Sprout IX, Sprout VIII, Sprout VII, Sprout CEO, Sprout Entrepreneurs, Sprout Venture, ESC II, IX Plan, DLJLBO, DLJLBO II, DLJMB, CSPE Inc, CSFB Fund and Plan Investors is Eleven Madison Avenue, New York, New York 10010. Sprout IX, Sprout VIII, Sprout VII, Sprout CEO, Sprout Entrepreneurs, IX Plan, Plan Investors, Sprout Venture, ESC II, DLJCC and CSFB Fund are collectively referred to as the “Purchasing Entities.” The Purchasing Entities, Associates IX, DLJCA IX, Associates VIII, DLJCA VIII, Associates VII, DLJCA VII, DLJLBO, DLJLBO II, CSPE Inc and DLJMB are collectively referred to as the “CS Entities.”

CSG is a global financial services company, active in all major financial centers and providing a comprehensive range of banking products. The Bank is comprised of the Investment Banking division, the Asset Management division and the Private Banking division. The Investment Banking division provides financial advisory and capital raising services and sales and trading to institutional, corporate and government clients worldwide. The Asset Management division provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide and offers products across a broad range of investment classes, including alternative investments. The Private Banking division offers global private banking and corporate and retail banking services in Switzerland. The business address of CSG is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.

CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including those subsidiaries that constitute the Asset Management division (other than the AI Business) (the "Traditional AM Business") and the Private Banking division (other than the U.S. PCS Business) (the "Non-U.S. PB Business")) may beneficially own Shares to which this Statement relates and such Shares are not reported in this Statement. CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. Each of the Traditional AM Business and the Non-U.S. PB Business disclaims beneficial ownership of Shares beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG, the Traditional AM Business and the Non-U.S. PB Business.

The Reporting Person, CS Hldgs USA Inc, CS USA Inc and CS Sec USA LLC may be deemed for purposes of this Statement to beneficially own Shares held in client accounts with respect to which CS Sec USA LLC or its employees have voting or investment discretion, or both ("Managed Accounts"). The Reporting Person, CS Hldgs USA Inc, CS USA Inc and CS Sec USA LLC disclaim beneficial ownership of Shares held in Managed Accounts.

The name, business address, citizenship, present principal occupation or employment, and the name and business address of any corporation or organization in which each such employment is conducted, of each executive officer or director of the Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, DLJCC, DLJCA IX, DLJCA VIII, DLJCA VII, DLJLBO, DLJLBO II, CSPE Inc and DLJMB are set forth on Schedules A-1 through A-12 attached hereto, each of which is incorporated by reference herein.

Except as otherwise provided herein, during the past five years none of the Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, the CS Entities nor, to the best knowledge of the Reporting Person, any of the other persons listed on Schedules A-1 through A- 12 attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 United States federal or state securities laws or finding any violation with respect to such laws.

On October 31, 2003, the U.S. District Court for the Southern District of New York (the "SDNY") approved the global settlement among a number of Wall Street firms, including CSFB LLC, and a coalition of state and federal regulators and self-regulatory organizations (the "Global Settlement"). CSFB LLC, without admitting or denying any alleged violation, consented to the Global Settlement and thereby resolved a Securities and Exchange Commission's ("SEC") complaint filed on April 28, 2003, in the SDNY. In this complaint, the SEC alleged that, from July 1998 to December 2001, CSFB LLC engaged in acts and practices that created or maintained inappropriate influence over research analysts, thereby imposing conflicts of interest on research analysts that CSFB LLC failed to manage in an adequate or appropriate manner. The SEC's complaint also alleged that CSFB LLC engaged in inappropriate "spinning" of "hot" initial public offering allocations in violation of New York Stock Exchange ("NYSE") and NASD Inc. ("NASD") rules requiring adherence to high business standards and just and equitable principles of trade, and that CSFB LLC's books and records relating to certain transactions violated the broker-dealer record-keeping provisions of Section 17(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), NYSE Rules 401, 440 and 476(a)(6) and NASD Rules 2110 and 3110.

Under the terms of the Global Settlement:

Other Wall Street firms were subject to similar requirements.

On August 26, 2004, the SEC issued an order, to which CSFB LLC consented without admitting or denying the findings contained therein, finding that Donaldson, Lufkin & Jenrette Securities Corp. (“DLJ”), predecessor in interest to CSFB LLC, violated Section 15(b)(4)(e) of the Exchange Act, which requires broker-dealers reasonably to supervise persons subject to their supervision with a view toward preventing violations of the federal securities laws, by failing reasonably to supervise a DLJ registered representative with a view toward preventing the registered representative’s violations of Section 17(a) of the Securities Act of 1933, as amended (the “Securities Act”), Section 10(b) of the Exchange Act and SEC Rule 10b-5 thereunder. The SEC censured CSFB LLC pursuant to Section 15(b)(4) of the Exchange Act and ordered CSFB LLC to (i) pay a fine of $1 million, (ii) retain an independent consultant to evaluate the effectiveness of CSFB LLC’s supervisory and compliance systems, policies and procedures designed to detect and prevent violations of certain federal securities laws and (iii) implement all of the recommendations contained in the final report of the independent consultant.

On May 31, 2005, the SEC issued an order, to which CSFB LLC consented without admitting or denying the findings contained therein, finding that CSFB LLC violated Section 17(a) of the Exchange Act and SEC Rule 17a-3(a)(2) thereunder and failed reasonably to supervise with a view toward preventing or detecting a CSFB LLC trader’s violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and SEC Rule 10b-5 thereunder, which prohibit fraudulent conduct in the offer or sale of securities and in connection with the purchase or sale of securities. In connection with the order, CSFB LLC undertook to improve various supervisory procedures. The SEC ordered CSFB LLC to (i) pay a fine of $200,000 and (ii) cease and desist from committing any current or future violations of Section 17(a) of the Exchange Act and SEC Rule 17a-3 thereunder.

The response set forth in Item 3 of the Schedule 13D is hereby amended by adding to the end of Item 3 the following:

On May 22, 2008, each of the Purchasing Entities other than CSFB Fund (together, the “SPA Parties”) entered into a Securities Purchase Agreement (each, a “Securities Purchase Agreement”) with the Company. Pursuant to the Securities Purchase Agreements, the SPA Parties agreed to purchase 1,022,222 additional Shares at $4.50 per Share and, in connection therewith, to receive 204,445 warrants to purchase additional Shares at an initial exercise price of $5.50 per Share (the “2008 Warrants”), for an aggregate purchase price of $4,599,999.00. The exercise price of the 2008 Warrants is subject to potential adjustment either to $3.00 per share or $6.50 per share depending upon whether the Issuer achieves certain performance targets as of December 31, 2008. The 2008 Warrants are exercisable at any time in cash or by net exercise, from the grant date through the earlier of (i) five years from the grant date or (ii) the consummation of a change of control event. The description of the Securities Purchase Agreements in this Item 3 is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement, a copy of which is attached as Exhibit 1 hereto and incorporated herein by reference.

On August 1, 2008, the transactions involving the SPA Parties contemplated by the Securities Purchase Agreements were consummated (the “Closing”). The following chart indicates the amount of Shares and 2008 Warrants acquired by each SPA Party in connection with the Closing.

The funds used by the SPA Parties to make the acquisitions described above were obtained from working capital.

The response set forth in Item 4 of the Schedule 13D is hereby amended by adding to the end of the first paragraph of Item 4 the following:

The SPA Parties purchased Shares and 2008 Warrants pursuant to the Securities Purchase Agreements for investment purposes.

The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

The response set forth in Item 6 of the Schedule 13D is hereby amended by adding to the end of Item 6 the following:

Each of the SPA Parties entered into a Voting Agreement with the Company, dated as of May 22, 2008 (each, a “Voting Agreement”). Pursuant to the Voting Agreements, each SPA Party agreed, solely in its capacity as a stockholder, to vote all of its issued and outstanding Shares in favor of any matter that could reasonably have been expected to facilitate the Closing and granted to the Company an irrevocable proxy to vote all of its issued and outstanding Shares in favor of the Closing.

Pursuant to the Voting Agreements, and until the termination thereof, each SPA Party agreed not to (i) sell, assign, transfer (including by merger or otherwise) its Shares, (ii) deposit any of such Shares into a voting trust or enter into a voting trust or arrangement with respect to such Shares or grant any proxy or power of attorney with respect to such Shares which is inconsistent with the Voting Agreements or (iii) enter into any contract or other arrangement regarding the sale assignment or transfer of such Shares unless, in each case, the transferee agreed to be bound by the terms of such Voting Agreement.

Each Voting Agreement would terminate upon the earlier to occur of (i) the Closing, (ii) the one year anniversary of the date of the Voting Agreement, or (iii) the date that the Securities Purchase Agreement between the Company and Caduceus Private Investments III, LP and OrbiMed Associates III, LP terminates under its own terms.

Upon occurrence of the Closing, each Voting Agreement terminated pursuant to its own terms.

The description of each Voting Agreement included in this Item 6 is qualified in its entirety by reference to the full text of the form of Voting Agreement, a copy of which is attached as Exhibit 2 hereto and incorporated by reference herein.

The description of the Securities Purchase Agreements in Item 3 above is incorporated by reference herein.

Exhibit 1: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on May 23, 2008).

Exhibit 2: Form of Voting Agreement (incorporated by reference to Exhibit 9.1 to the Current Report on Form 8-K filed by the Company on May 23, 2008).

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: August 7, 2008

CREDIT SUISSE

SCHEDULE A-1

EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSON

The following sets forth the name, business address, present principal occupation and citizenship of each executive officer and director of the Reporting Person. The business address of the Reporting Person is Eleven Madison Avenue, New York, New York 10010, USA.

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
		12/31/08		10-K,  13F-HR,  13F-HR/A,  4
Filed as of:		8/8/08		10-Q,  S-3
Filed on:		8/7/08		4
		8/1/08		4,  SC 13D/A
		5/23/08		3,  8-K
		5/22/08		8-K
		6/22/06		4,  SC 13D/A
		12/16/05		SC 13D
		5/31/05
		8/26/04
		10/31/03
		4/28/03		SC 13D/A
		1/12/98
				List all Filings

↑Top

---

Filing Submission 0000903423-08-000650   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Tue., May 7, 11:09:49.1pm ET