SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. )
NOVOSTE CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
67010C100
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(CUSIP Number)
Marc Weingarten, Esq.
SCHULTE, ROTH & ZABEL LLP
919 Third Avenue
New York, New York 10022
(212) 758-0404
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 2002
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(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.
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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).
(Page 1 of 5 Pages)
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CUSIP No. 67010C100 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 998,600
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
998,600
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
998,600
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 67010C100 13D Page 3 of 5 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
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This statement relates to shares (the "Shares") of the common stock, par value
$0.01 per share ("Common Stock"), of Novoste Corporation (the "Issuer").
The principal executive offices of the Issuer are located at 3890 Steve Reynolds
Boulevard, Norcross, GA 30093
Item 2. Identity and Background.
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(a) This Statement is filed by JANA Partners LLC, a Delaware
limited liability company (the "Reporting Person"). JANA Partners LLC is a
private money management firm which holds the Common Stock of the Issuer in
various accounts under its management and control. The principals of JANA
Partners LLC are Barry Rosenstein and Gary Claar (the "Principals").
(b) The principal business address of the Reporting Person and
the Principals is 536 Pacific Avenue, San Francisco, California 94133.
(c) The principal business of the Reporting Person and the
Principals is investing for accounts under their management.
(d) Neither the Reporting Person nor the Principals has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person nor the Principals has, during
the last five years, been 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.
(f) The Reporting Person is a limited liability company
organized in Delaware. The Principals are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
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The aggregate purchase price of the 998,600 Shares of Common
Stock owned beneficially by JANA Partners LLC is $4,021,675. Such Shares of
Common Stock were acquired with investment funds in accounts under management.
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CUSIP No. 67010C100 13D Page 4 of 5 Pages
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Item 4. Purpose of Transaction.
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JANA Partners LLC purchased the Shares based on its belief that
the Shares at current market prices are undervalued and represent an attractive
investment opportunity. Depending upon overall market conditions, other
investment opportunities available to the Reporting Person, and the availability
of Shares of Common Stock at prices that would make the purchase of additional
Shares desirable, the Reporting Person may endeavor to increase their position
in the Issuer through, among other things, the purchase of Shares of Common
Stock on the open market or in private transactions or otherwise, on such terms
and at such times as the Reporting Persons may deem advisable.
Neither the Reporting Person nor the Principals has any present
plan or proposal which would relate to or result in any of the matters set forth
in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein
or such as would occur upon completion of any of the actions discussed above.
The Reporting Person intends to review its investment in the Issuer on a
continuing basis and engage in discussions with management and the Board of
Directors of the Issuer concerning the business, operations and future plans of
the Issuer. Depending on various factors including, without limitation, the
Issuer's financial position and investment strategy, the price levels of the
Common Stock, conditions in the securities market and general economic and
industry conditions, JANA Partners LLC may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate including,
without limitation, communicating with other stockholders, seeking Board
representation, making proposals to the Issuer concerning the capitalization and
operations of the Issuer, purchasing additional Shares of Common Stock or
selling some or all of its Shares or changing its intention with respect to any
and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
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(a) The aggregate percentage of Shares of Common Stock
reported owned beneficially by the Reporting Person is based upon 16,346,173
Shares outstanding, which is the total number of Shares of Common Stock
outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002.
As of the close of business on September 20, 2002, JANA Partners
LLC beneficially owned 998,600 Shares of Common Stock, constituting approx-
imately 6.1% of the Shares outstanding.
(b) The Reporting Person has sole voting and dispositive
powers with respect to the Shares reported herein, which powers are exercised by
the Principals. All of such Shares were acquired in open-market transactions.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Person.
(d) No person other than the Reporting Person is known to have
the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such Shares of the Common Stock.
(e) Not applicable.
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CUSIP No. 67010C100 13D Page 5 of 5 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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Other than as described herein, there are no contracts,
arrangements or understandings between the Reporting Person and any other
Person, with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
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None.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 22, 2002 JANA PARTNERS LLC
By: /s/ Barry S. Rosenstein
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Barry S. Rosenstein
Managing Partner
By: /s/ Gary Claar
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Gary Claar
Portfolio Manager
SCHEDULE A
Transactions in the Shares During the Past 60 Days
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Shares of Common Stock Price Per Date of
Purchased Share($) Purchase
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JANA PARTNERS LLC
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6,200 3.79839 08/07/02
120,000 4.31000 08/12/02
1,700 4.25000 08/13/02
500 4.24000 08/14/02
174,700 4.04152 08/19/02
4,900 3.59450 09/09/02
95,100 3.88470 09/10/02
500 3.85000 09/11/02
423,000 3.93380 09/12/02
46,500 3.99290 09/18/02
16,200 4.00000 09/19/02
109,300 3.97000 09/20/02