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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/19/03 Gryphon Master Fund LP SC 13G 8/18/03 1:40K Avitar Inc/DE Donnelley RR & So… Co/FA |
Document/Exhibit Description Pages Size 1: SC 13G Statement of Beneficial Ownership HTML 35K
| Schedule 13G |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
AVITAR, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
(CUSIP Number)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filed 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 (the “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).
| CUSIP No.: 053801106 |
13G | Page 1 of 4 |
| 1) | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only): Gryphon Master Fund, L.P. |
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) | ¨ |
| (b) | ¨ |
| 3) | SEC Use Only |
| 4) | Citizenship or Place of Organization: Bermuda |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5) | Sole Voting Power: | 9,333,332(1) | |||
| 6) | Shared Voting Power: | 0 | ||||
| 7) | Sole Dispositive Power: | 9,333,332(1) | ||||
| 8) | Shared Dispositive Power: | 0 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person: 9,333,332(1) |
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ¨ |
| 11) | Percent of Class Represented by Amount in Row (9): 9.8%. This percentage is based upon 94,803,596 shares of Common Stock outstanding as of August 13, 2003. |
| 12) | Type of Reporting Person (See Instructions): PN |
| (1) | This Schedule 13G filing includes 700 shares of the Issuer’s 8% Convertible Preferred Stock and 4,666,666 warrants to purchase shares of the Issuer’s Common Stock, which by reason of conversion or exercise rights result in the holdings reported herein. |
| CUSIP No.: 053801106 |
13G | Page 2 of 4 |
Item 1(a). Name of Issuer:
Avitar, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
65 Dan Road, Canton, Massachusetts 02021
Item 2(a). Name of Person Filing:
Gryphon Master Fund, L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
500 Crescent Court, Suite 270, Dallas, Texas 75201
Item 2(c). Citizenship:
Bermuda
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value
Item 2(e). CUSIP Number:
| CUSIP No.: 053801106 |
13G | Page 3 of 4 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) ¨ Broker or dealer registered under Section 15 of the Act;
(b) ¨ Bank as defined in Section 3(a)(6) of the Act;
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; or
(j) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership:
(a) Amount beneficially owned: 9,333,332 shares of Common Stock, which includes 700 shares of the Issuer’s 8% Convertible Preferred Stock and 4,666,666 warrants to purchase shares of the Issuer’s Common Stock, which by reason of conversion or exercise rights result in the holdings reported herein.
(b) Percent of class: 9.8%. This percentage is based upon 94,803,596 shares of Common Stock outstanding as of August 13, 2003.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 9,333,332 shares of Common Stock, subject to the explanation set forth in Item 4(a) above.
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 9,333,332 shares of Common Stock, subject to the explanation set forth in Item 4(a) above.
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
| CUSIP No.: 053801106 |
13G | Page 4 of 4 |
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: August 19, 2003 |
GRYPHON MASTER FUND, L.P. | |||||||||
| By: |
Gryphon Partners, L.P., | |||||||||
| its General Partner | ||||||||||
| By: |
Gryphon Management Partners, L.P., | |||||||||
| its General Partner | ||||||||||
| By: |
Gryphon Advisors, LLC, | |||||||||
| its General Partner | ||||||||||
| By: |
/s/ Warren W. Garden | |||||||||
| Authorized Agent | ||||||||||
| This ‘SC 13G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 8/19/03 | |||
| Filed on: | 8/18/03 | |||
| 8/13/03 | 8-K | |||
| List all Filings | ||||