| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* |
COMPEX TECHNOLOGIES, INC. |
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| (Name of Issuer) | ||||
Common Stock $.01 per value per share |
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| (Title of Class of Securities) | ||||
204513105 |
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(CUSIP Number) |
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October 25, 2004 |
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| (Date of Event Which Requires Filing of this Statement) | ||||
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
ý Rule 13d-1(c)
o Rule 13d-1(d)
*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).
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Geoffrey Nixon |
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| 2. | Check the Appropriate Box if a Member | (a) | ý | |||
| of a Group (See Instructions) | (b) | o | ||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization | |||||
New Zealand |
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| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | ||||
0 |
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| 6. | Shared Voting Power | |||||
| 7. | Sole Dispositive Power | |||||
0 |
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| 8. | Shared Dispositive Power | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
0 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
| 11. | Percent of Class Represented by Amount in Row (9) | |||||
0.0% (based on 12,435,747 shares outstanding as at September 9, 2004) |
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| 12. | Type of Reporting Person (See Instructions) | |||||
IN |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 13
CUSIP No. 204513105
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Mission Partners, L.P. (EIN#33-0569956) |
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| 2. | Check the Appropriate Box if a Member | (a) | ý | |||
| of a Group (See Instructions) | (b) | o | ||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization | |||||
Delaware |
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| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | ||||
476,689 |
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| 6. | Shared Voting Power | |||||
| 7. | Sole Dispositive Power | |||||
476,689 |
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| 8. | Shared Dispositive Power | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
476,689 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
| 11. | Percent of Class Represented by Amount in Row (9) | |||||
3.83% (based on 12,435,747 shares outstanding at September 9, 2004) |
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| 12. | Type of Reporting Person (See Instructions) | |||||
PN |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13
CUSIP No. 204513105
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Liberty Nominees Limited (EIN# N/A) |
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| 2. | Check the Appropriate Box if a Member | (a) | ý | |||
| of a Group (See Instructions) | (b) | o | ||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization | |||||
New Zealand |
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| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | ||||
84,411 |
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| 6. | Shared Voting Power | |||||
| 7. | Sole Dispositive Power | |||||
84,411 |
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| 8. | Shared Dispositive Power | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
84,411 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
| 11. | Percent of Class Represented by Amount in Row (9) | |||||
0.68% (based on 12,435,747 shares outstanding at September 9, 2004) |
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| 12. | Type of Reporting Person (See Instructions) | |||||
CO |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 13
CUSIP No. 204513105
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Horizon Offshore, Ltd. (EIN# N/A) |
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| 2. | Check the Appropriate Box if a Member | (a) | ý | |||
| of a Group (See Instructions) | (b) | o | ||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization | |||||
Cayman Islands |
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| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | ||||
50,869 |
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| 6. | Shared Voting Power | |||||
| 7. | Sole Dispositive Power | |||||
50,869 |
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| 8. | Shared Dispositive Power | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
50,869 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
| 11. | Percent of Class Represented by Amount in Row (9) | |||||
0.41% (based on 12,435,747 shares outstanding at September 9, 2004) |
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| 12. | Type of Reporting Person (See Instructions) | |||||
CO |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 13
CUSIP No. 204513105
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Mayfair Capital Fund, L.P. (EIN#13-4024777) |
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| 2. | Check the Appropriate Box if a Member | (a) | ý | |||
| of a Group (See Instructions) | (b) | o | ||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization | |||||
Delaware |
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| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | ||||
1,700 |
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| 6. | Shared Voting Power | |||||
| 7. | Sole Dispositive Power | |||||
1,700 |
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| 8. | Shared Dispositive Power | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
1,700 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
| 11. | Percent of Class Represented by Amount in Row (9) | |||||
0.01% (based on 12,435,747 shares outstanding at September 9, 2004) |
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| 12. | Type of Reporting Person (See Instructions) | |||||
PN |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 13
CUSIP No. 204513105
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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MCM Associates, Ltd. (EIN# 33-0562278) |
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| 2. | Check the Appropriate Box if a Member | (a) | ý | |||
| of a Group (See Instructions) | (b) | o | ||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization | |||||
Delaware |
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| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | ||||
0 |
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| 6. | Shared Voting Power | |||||
| 7. | Sole Dispositive Power | |||||
0 |
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| 8. | Shared Dispositive Power | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
0 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
| 11. | Percent of Class Represented by Amount in Row (9) | |||||
0.00% (based on 12,435,747 shares outstanding at September 9, 2004) |
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| 12. | Type of Reporting Person (See Instructions) | |||||
CO |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 13
CUSIP No. 204513105
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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MCM Profit Sharing Plan—DLJSC—Custodian FBO Geoffrey Nixon TTEE |
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| 2. | Check the Appropriate Box if a Member | (a) | ý | |||
| of a Group (See Instructions) | (b) | o | ||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization | |||||
New York |
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| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | ||||
15,000 |
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| 6. | Shared Voting Power | |||||
| 7. | Sole Dispositive Power | |||||
15,000 |
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| 8. | Shared Dispositive Power | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
15,000 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
| 11. | Percent of Class Represented by Amount in Row (9) | |||||
0.12% (based on 12,435,747 shares outstanding at September 9, 2004) |
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| 12. | Type of Reporting Person (See Instructions) | |||||
EP |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 13
CUSIP No. 204513105
Item 1. |
Name of Issuer and Address |
(a) The name of the issuer is Compex Technologies, Inc., a Minnesota corporation ("Issuer"). |
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(b) The principal executive offices of Issuer are located at 1811 Old Highway 8, New Brighton, Minnesota 55112-0590. |
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Item 2. |
Identify, Address, Citizenship, Title of Class of Securities and CUSIP Number |
Items 2(a), (b), (c) |
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This statement on Schedule 13G ("Statement") is filed by Geoffrey Nixon ("Nixon"), Mission Partners, L.P. ("Mission"), Liberty Nominees Limited ("Liberty"), Horizon Offshore, Ltd. ("Horizon"), Mayfair Capital Fund, L.P. ("Mayfair"), MCM Associates, Ltd. ("MCM") and MCM Profit Sharing Plan-DLJSC-FBO Geoffrey Nixon TTEE ("PSP") (collectively the "Group"; each member of the Group being hereinafter referred to individually as a "Member" and collectively at "Members"). Nixon's and PSP's principal business address is 11 West 42nd Street, 19th Floor, New York NY 10036. Nixon is a citizen of the Country of New Zealand. PSP is a New York profit sharing plan for the benefit of Nixon. Nixon is the sole Trustee and Beneficiary of PSP. Mission's principal business address is 11 West 42nd Street, 19th Floor, New York, NY 10036. Mission is a Delaware limited partnership. MCM, a Delaware corporation, is the sole general partner of Mission and, as such, MCM has full voting and dispositive power with respect to all of the securities owned by Mission. Nixon is the sole officer, director and shareholder of MCM. Liberty's principal business address is at P.O. Box 10-246, Wellington, New Zealand. Liberty is a private New Zealand company. Liberty has established an account over which MCM has sole investment discretion. It is the account over which MCM has sole investment discretion that has purchased the shares of Issuer Common Stock (as defined below). Horizon's principal business address is at c/o International Management Services, Limited, Harbour Centre, North Church Street, P.O. Box 616, George Town, Grand Cayman, Cayman Islands, B.W.I. Horizon is a private Cayman Islands investment corporation. MCM is the sole investment manager of Horizon and MCM has full voting and dispositve power with respect to all of the securities owned by Horizon. Mayfair's principal business address is 11 West 42nd Street, 19th Floor, New York, NY 10036. Mayfair is a Delaware limited partnership. MCM Capital Management, LLC, a Delaware limited liability company (the "LLC"), is the sole general partner of Mayfair and, as such, LLC has full voting and dispositive power with respect to all of the securities owned by Mayfair. Nixon is the sole management and principal member of LLC. The other member of the LLC is Nixon's wife. |
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Item 2(d), (e) |
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This Statement relates to the Common Stock, $.10 par value per share (the "Issuer Common Stock") of Issuer. The CUSIP number for the Issuer Common Stock is 204513105. |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| Not applicable. | |
Item 4. |
Ownership |
Item 4(a), (b) |
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Page 9 of 13
Nixon owns 0 shares of Issuer Common Stock, representing 0.00% of Issuer's issued and outstanding shares (based on 12,435,747 shares outstanding at September 9, 2004). Mission owns 476,689 shares of Issuer Common Stock, representing 3.83% of Issuer's issued and outstanding shares (based on 12,435,747 shares outstanding at September 9, 2004). Liberty owns 84,411 shares of Issuer Common Stock, representing 0.68% of Issuer's issued and outstanding shares (based on 12,435,747 shares outstanding at September 9, 2004). Horizon owns 50,869 shares of Issuer Common Stock, representing 0.41% of Issuer's issued and outstanding shares (based on 12,435,747 shares outstanding at September 9, 2004). Mayfair owns 1,700 shares of Issuer Common Stock, representing 0.01% of Issuer's issued and outstanding shares (12,435,747 shares outstanding at September 9, 2004). MCM owns 0 shares of Issuer's issued and outstanding shares (based on 12,435,747 shares outstanding at September 9, 2004). PSP owns 15,000 shares of Issuer Common Stock representing 0.12% of Issuer issued and outstanding shares (12,435,747 shares outstanding at September 9, 2004). The Group, in the aggregate, owns 628,669 shares of Issuer Common Stock representing 5.06% of Issuer issued and outstanding shares (based on 12,435,747 shares outstanding at September 9, 2004). |
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Item 4(c) |
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Each Member is the sole beneficial owner of the securities identified in subsection (a) above, except that Nixon owns the 0 shares of Issuer Common Stock jointly with his wife. MCM, as the sole general partner of Mission, has sole voting and dispositive power over the Issuer Common Stock owned by Mission. MCM, as the sole investment manager of an account established by Liberty, has sole voting and dispositive power over the shares of Issuer Common Stock owned by Liberty. MCM, as the sole investment manager of Horizon, has sole voting and dispositive power over the shares of Issuer Common Stock owned by Horizon. LLC, as the sole general partner of Mayfair, has sole voting and dispositive power over the Issuer Common Stock owned by Mayfair. Nixon, as the sole Trustee of PSP and sole officer, director and shareholder of MCM, has the sole voting and dispositive power over the Issuer Common Stock owned by PSP and MCM. |
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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 five percent of the class of securities, check the following: ™ | |
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 |
| Not applicable. | |
Item 8. |
Identification and Classification of Member of the Group |
| Not applicable. | |
Item 9. |
Notice of Dissolution of Group |
| Not applicable. | |
Item 10. |
Certification |
| 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 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. | |
Page 10 of 13
CUSIP No. 204513105
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: November 3, 2004 |
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/s/ GEOFFREY NIXON GEOFFREY NIXON |
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MISSION PARTNERS, L.P. By: MCM Associates, Ltd., General Partner |
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By: |
/s/ GEOFFREY NIXON Geoffrey Nixon, President |
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LIBERTY NOMINEES LIMTED By: MCM Associates, Ltd., General Partner |
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By: |
/s/ GEOFFREY NIXON Geoffrey Nixon, President |
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HORIZON OFFSHORE, LTD. |
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By: |
/s/ GEOFFREY NIXON Geoffrey Nixon, Director |
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MAYFAIR CAPITAL FUND, L.P. By: MCM Capital Management, LLC., General Partner |
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By: |
/s/ GEOFFREY NIXON Geoffrey Nixon, Manager |
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MCM PROFIT SHARING PLAN DLJSC-ASSOCIATION FBO Geoffrey Nixon |
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By: |
/s/ GEOFFREY NIXON Geoffrey Nixon, Trustee |
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Page 11 of 13
CUSIP No. 204513105
JOINT FILING AGREEMENT made as of this 3rd day of November, 2003, by and among GEOFFREY NIXON, MISSION PARTNERS, L.P., LIBERTY NOMINEES LIMITED, HORIZON OFFSHORE, LTD., MAYFAIR CAPITAL FUND, L.P. and MCM PROFIT SHARING PLAN-KLJSC-CUSTODIAN FBO GEOFFREY NIXON TTEE and MCM ASSOCIATES, LTD.
WHEREAS, GEOFFREY NIXON, MISSION PARTNERS, L.P., LIBERTY NOMINEES LIMITED, HORIZON OFFSHORE, LTD., MAYFAIR CAPITAL FUND, L.P. and MCM PROFIT SHARING PLAN-KLJSC-CUSTODIAN FBO GEOFFREY NIXON TTEE and MCM ASSOCIATES, LTD. collectively beneficially own more than five (5%) percent of the issued and outstanding common stock, $.10 par value, of Compex Technologies, Inc. ("Issuer Common Stock"), a Minnesota corporation; and
WHEREAS, the parties desire to jointly file a Schedule 13G with the SEC,
NOW, THEREFORE, the parties agree as follows:
1. GEOFFREY NIXON, MISSION PARTNERS, L.P., LIBERTY NOMINEES LIMITED, HORIZON OFFSHORE, LTD., MAYFAIR CAPITAL FUND, L.P. and MCM PROFIT SHARING PLAN-KLJSC-CUSTODIAN FBO GEOFFREY NIXON TTEE and MCM ASSOCIATES, LTD. hereby agree to jointly file a Schedule 13G with the SEC regarding the beneficial ownership of Issuer Common Stock and to file any and all amendments and supplements thereto.
2. This Agreement contains the entire agreement among the parties concerning the subject matter hereof and may not be amended, modified or changed except pursuant to a written instrument signed by all parties.
Page 12 of 13
IN WITNESS WHEREOF, the parties have signed this Agreement the day and year first above written.
HORIZON OFFSHORE LTD |
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/s/ Geoffrey Nixon GEOFFREY NIXON |
/s/ Geoffrey Nixon GEOFFREY NIXON |
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MISSION PARTNERS, L.P. By: MCM Associates, Ltd., General Partner |
MCM ASSOCIATES, LTD. Manager |
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/s/ Geoffrey Nixon GEOFFREY NIXON, President |
/s/ Geoffrey Nixon GEOFFREY NIXON, President |
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LIBERTY NOMINEES LIMITED By MCM Associates, Ltd., Investment Manager |
MAYFAIR CAPITAL FUND, L.P. By: MCM Capital Management, LLC, General Partner |
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/s/ Geoffrey Nixon GEOFFREY NIXON, President |
/s/ Geoffrey Nixon GEOFFREY NIXON, Manager |
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MCM PROFIT SHARING PLAN-DLJSC-Custodian FBO Geoffrey Nixon |
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/s/ Geoffrey Nixon GEOFFREY NIXON, Trustee |
Page 13 of 13