SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Amendment No. 1)

(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)

 

 

Stereotaxis, Inc.

(Name of Issuer)

Common Stock, $.001 Par Value

(Title of Class of Securities)

85916J102

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 

---

CUSIP No. 85916J102		13G/A

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Prescott Group Capital Management, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ¨ (b)  ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   839,097
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   839,097
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   839,097
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.9%**
12		TYPE OF REPORTING PERSON*   IA

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

 

2

---

CUSIP No. 85916J102		13G/A

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Prescott Group Aggressive Small Cap, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ¨ (b)  ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   839,097
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   839,097
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   839,097
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.9%**
12		TYPE OF REPORTING PERSON*   PN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

 

3

---

CUSIP No. 85916J102		13G/A

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Prescott Group Aggressive Small Cap II, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ¨ (b)  ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   839,097
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   839,097
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   839,097
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.9%**
12		TYPE OF REPORTING PERSON*   PN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

 

4

---

CUSIP No. 85916J102		13G/A

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Phil Frohlich
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ¨ (b)  ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   839,097
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   839,097
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   839,097
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.9%**
12		TYPE OF REPORTING PERSON*   IN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

---

SCHEDULE 13G/A

This Amendment No. 1 (this “Amendment”) to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”), and Mr. Phil Frohlich, the principal of Prescott Capital, relating to shares of Common Stock, $.001 Par Value (the “Common Stock”), of Stereotaxis, Inc., a Delaware corporation (the “Issuer”).

This Schedule 13G relates to shares of Common Stock of the Issuer purchased by the Small Cap Funds through the account of Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Prescott Master Fund”), of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner of the Small Cap Funds and may direct the Small Cap Funds, the general partners of Prescott Master Fund, to direct the vote and disposition of the 839,097 shares of Common Stock held by the Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 839,097 shares of Common Stock held by Prescott Master Fund.

This Amendment amends and restates the Schedule 13G as follows.

 

Item 1(a)

Name of Issuer.

Stereotaxis, Inc.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices.

4320 Forest Park Avenue, Suite 100

St. Louis, MO 63108

 

Item 2(a)

Name of Person Filing.

Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”) and Mr. Phil Frohlich.

 

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

1924 South Utica, Suite 1120

Tulsa, Oklahoma 74104-6529

 

6

---

Item 2(c)

Citizenship or Place of Organization.

Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.

 

Item 2(d)

Title of Class of Securities.

Common Stock, $.001 Par Value (the “Common Stock”).

 

Item 2(e)

CUSIP Number.

85916J102

 

Item 3

Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

		(a)		¨		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
		(b)		¨		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
		(c)		¨		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
		(d)		¨		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
		(e)		x		An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
		(f)		¨		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
		(g)		¨		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
		(h)		¨		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
		(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 (15 U.S.C. 80a-3).
		(j)		¨		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

7

---

Item 4

Ownership.

 

(a)

Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 1,494,117 shares of Common Stock, which consists of (i) 303,995 shares of Common Stock, (ii) 595,061 shares of Common Stock issuable upon conversion of presently convertible notes and (iii) warrants exercisable to purchase 595,061 shares of Common Stock; provided, however, that the Issuer’s governing documents restrict the conversion of the convertible notes and the exercise of the warrants such that Prescott Capital and Mr. Phil Frohlich may only covert such notes and exercise such warrants up to a maximum percentage of beneficial ownership of 9.99% of the Issuer’s outstanding Common Stock. Therefore, Prescott Capital and Mr. Phil Frohlich are restricted in the amount of their beneficial ownership of Common Stock to 839,097 shares of Common Stock, which amount consists of (i) 303,995 shares of Common Stock and (ii) 535,102 shares of Common Stock (A) issuable upon conversion of presently convertible notes and/or (B) receivable upon exercise of presently held warrants.

 

(b)

Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 9.9% of the outstanding shares of Common Stock. This percentage is determined by dividing 839,097 by the sum of (i) 7,855,875, the number of shares of Common Stock issued and outstanding as of November 1, 2012, as reported in the Issuer’s 10-Q filed on November 8, 2012, plus (ii) 535,102, the maximum number of shares of Common Stock (A) issuable to the Reporting Persons upon conversion of presently convertible notes and/or (B) receivable by the Reporting Persons upon exercise of presently held warrants.

 

(c)

Prescott Capital, as the general partner of the Small Cap Funds, the general partners of Prescott Master Fund, may direct the Small Cap Funds to direct the vote and disposition of the 839,097 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the vote and disposition of the 839,097 shares of Common Stock held by Prescott Master Fund.

 

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

8

---

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9

Notice of Dissolution of Group.

Inapplicable.

 

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

9

---

SIGNATURE

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: February 14, 2013

 

 

10