UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SPECTRX, INC.
-------------
(Name of Issuer)
Common Stock, $0.001 par value per share
----------------------------------------
(Title of Class of Securities)
847635109
---------
(CUSIP Number)
April 5, 2004
-------------
(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 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 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).
Continued on following pages
Page 1 of 10 Pages
Exhibit List: Page 9
SCHEDULE 13G
CUSIP No. 847635109 Page 2 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SAGAMORE HILL CAPITAL MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 666,660
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 666,660
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
666,660
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.5%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 847635109 Page 3 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SAGAMORE HILL CAPITAL ADVISORS, LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 666,660
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 666,660
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
666,660
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.5%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 847635109 Page 4 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
STEVEN H. BLOOM
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 666,660
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 666,660
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
666,660
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.5%
12 Type of Reporting Person (See Instructions)
IA; HC
Page 5 of 10 Pages
Item 1(a) Name of Issuer:
SpectRx, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
6025A Unity Drive Norcross, Georgia 30071
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Sagamore Hill Capital Management, L.P. ("Sagamore Hill
Capital Management");
ii) Sagamore Hill Capital Advisors, LLC ("Capital
Advisors"); and
iii) Steven H. Bloom ("Mr. Steven Bloom");
This statement relates to securities convertible into Shares
(as defined herein) held for the account of the Sagamore Hill Hub Fund Ltd., a
Cayman Islands corporation ("Hub Fund"). Pursuant to a portfolio management
agreement, Sagamore Hill Capital Management serves as investment manager of the
Hub Fund. The General Partner of Sagamore Hill Capital Management is Capital
Advisors. Mr. Steven Bloom is the sole member of Capital Advisors.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 2 Greenwich Office Park, Greenwich, CT 06831.
Item 2(c) Citizenship:
1) Sagamore Hill Capital Management is a Delaware limited
partnership;
2) Capital Advisors is a Delaware limited liability company;
and
3) Mr. Steven Bloom is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common stock, $0.001 par value per share (the "Shares").
Item 2(e) CUSIP Number:
847635109
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:
This Item 3 is not applicable.
Page 6 of 10 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
Each of Sagamore Hill Capital Management, Capital Advisors and
Mr. Steven Bloom may be deemed the beneficial owner of 666,660 Shares issuable
upon the conversion of certain shares of preferred stock and
presently-exercisable warrants held for the account of the Hub Fund.
Item 4(b) Percent of Class:
The number of Shares of which each of Sagamore Hill Capital
Management, Capital Advisors and Mr. Steven Bloom may be deemed to beneficially
own constitutes 5.5% of the total number of Shares outstanding (based upon
information provided by the Issuer in its most recent annual report on Form
10-K, the number of Shares outstanding was 11,376,279 as of February 29, 2004),
assuming the conversion of the preferred stock and warrants held for the account
of the Hub Fund.
Item 4(c) Number of shares as to which such person has:
Sagamore Hill Capital Management
--------------------------------
(i) Sole power to vote or direct the vote: 666,660
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 666,660
(iv) Shared power to dispose or to direct the disposition of 0
Capital Advisors
----------------
(i) Sole power to vote or direct the vote: 666,660
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 666,660
(iv) Shared power to dispose or to direct the disposition of 0
Mr. Steven Bloom
----------------
(i) Sole power to vote or direct the vote: 666,660
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 666,660
(iv) Shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Page 7 of 10 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The shareholders of the Hub Fund have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the securities
held for the account of the Hub Fund in accordance with their ownership
interests in the Hub Fund.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that,
to the best of such person's 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 such securities and were
not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
Page 8 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: April 12, 2004 SAGAMORE HILL CAPITAL MANAGEMENT, L.P.
By: /s/ Steven H. Bloom
--------------------------------------------
Name: Steven H. Bloom
Title: President
Date: April 12, 2004 SAGAMORE HILL CAPITAL ADVISORS, LLC
By: /s/ Steven H. Bloom
--------------------------------------------
Name: Steven H. Bloom
Title: Sole Member
Date: April 12, 2004 STEVEN H. BLOOM
/s/ Steven H. Bloom
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Page 9 of 10 Pages
EXHIBIT INDEX
Exhibit Page No.
------ --------
A. Joint Filing Agreement dated as of April 12, 2004, by
and among Sagamore Hill Capital Management, L.P.,
Sagamore Hill Capital Advisors, LLC, and Mr. Steven H.
Bloom.................................................... 10
Page 10 of 10 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule 13G with
respect to the common stock of SpectRx, Inc., dated as of April 12, 2004, is,
and any amendments thereto (including amendments on Schedule 13D) signed by each
of the undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
Date: April 12, 2004 SAGAMORE HILL CAPITAL MANAGEMENT, L.P.
By: /s/ Steven H. Bloom
--------------------------------------------
Name: Steven H. Bloom
Title: President
Date: April 12, 2004 SAGAMORE HILL CAPITAL ADVISORS, LLC
By: /s/ Steven H. Bloom
--------------------------------------------
Name: Steven H. Bloom
Title: Sole Member
Date: April 12, 2004 STEVEN H. BLOOM
/s/ Steven H. Bloom
--------------------------------------------