Capstone Holding Corp. — Major Shareholding Notification 2007

May 10, 2007

SC 13G/A 1 bvf-orthologic_sc13g.htm

SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 13d-2(b) (Amendment No. 1) 1

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Orthologic Corp. (Name of Issuer)
Common Stock (Title of Class of Securities)
68750J107 (CUSIP Number)
April 24, 2007 (Date of Event Which Requires Filing of this Statement)

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

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o Rule 13d-1(b) x Rule 13d-1(c) o Rule 13d-1(d)

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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 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 purposes 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).

ZEQ.=1,SEQ=1,EFW="2112224",CP="BVF PARTNERS L.P.",DN="1",CHK=347367,FOLIO='blank',FILE='DISK032:[03NYC2.03NYC5232]BA5232A.;9',USER='MKEANE',CD='29-MAY-2003;10:12' User-specified TAGGED TABLE

CUSIP No. 68750J107 13G Page 2 of 10 Pages

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1	NAME OF REPORTING PERSON: Biotechnology Value Fund, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
		(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

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	5	SOLE VOTING POWER
NUMBER OF		0
SHARES
BENEFICIALLY	6	SHARED VOTING POWER
OWNED		495,500
BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON
WITH:	8	SHARED DISPOSITIVE POWER
		495,500

end of user-specified TAGGED TABLE User-specified TAGGED TABLE

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| --- | --- | --- |
| | 495,500 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) | |
| | 1.2% | |
| 12 | TYPE OF REPORTING PERSON | |
| | PN | |

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*SEE INSTRUCTIONS BEFORE FILLING OUT!

ZEQ.=2,SEQ=2,EFW="2112224",CP="BVF PARTNERS L.P.",DN="1",CHK=753814,FOLIO='blank',FILE='DISK032:[03NYC2.03NYC5232]BA5232A.;9',USER='MKEANE',CD='29-MAY-2003;10:12' User-specified TAGGED TABLE

CUSIP No. 68750J107 13G Page 3 of 10 Pages

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1	NAME OF REPORTING PERSON: Biotechnology Value Fund II, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*	(a) x
		(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION
	Delaware

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	5	SOLE VOTING POWER
NUMBER OF		0
SHARES
BENEFICIALLY	6	SHARED VOTING POWER
OWNED		337,400
BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON
WITH:	8	SHARED DISPOSITIVE POWER
		337,400

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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| --- | --- | --- |
| | 337,400 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) | |
| | 0.8% | |
| 12 | TYPE OF REPORTING PERSON | |
| | PN | |

end of user-specified TAGGED TABLE

*SEE INSTRUCTIONS BEFORE FILLING OUT!

ZEQ.=3,SEQ=3,EFW="2112224",CP="BVF PARTNERS L.P.",DN="1",CHK=734640,FOLIO='blank',FILE='DISK032:[03NYC2.03NYC5232]BA5232A.;9',USER='MKEANE',CD='29-MAY-2003;10:12' User-specified TAGGED TABLE

CUSIP No. 68750J107 13G Page 4 of 10 Pages

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| 1 | NAME OF REPORTING PERSON: BVF Investments, L.L.C. I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* | (a) x |
| | | (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION | |
| | Delaware | |

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	5	SOLE VOTING POWER
NUMBER OF		0
SHARES
BENEFICIALLY	6	SHARED VOTING POWER
OWNED		1,302,000
BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON
WITH:	8	SHARED DISPOSITIVE POWER
		1,302,000

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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| --- | --- | --- |
| | 1,302,000 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) | |
| | 3.1% | |
| 12 | TYPE OF REPORTING PERSON | |
| | OO | |

end of user-specified TAGGED TABLE

*SEE INSTRUCTIONS BEFORE FILLING OUT!

ZEQ.=4,SEQ=4,EFW="2112224",CP="BVF PARTNERS L.P.",DN="1",CHK=435114,FOLIO='blank',FILE='DISK032:[03NYC2.03NYC5232]BA5232A.;9',USER='MKEANE',CD='29-MAY-2003;10:12' User-specified TAGGED TABLE

CUSIP No. 68750J107 13G Page 5 of 10 Pages

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| 1 | NAME OF REPORTING PERSON: Investment 10, L.L.C. I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* | (a) x |
| | | (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION | |
| | Illinois | |

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	5	SOLE VOTING POWER
NUMBER OF		0
SHARES
BENEFICIALLY	6	SHARED VOTING POWER
OWNED		142,500
BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON
WITH:	8	SHARED DISPOSITIVE POWER
		142,500

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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| --- | --- | --- |
| | 142,500 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) | |
| | 0.3% | |
| 12 | TYPE OF REPORTING PERSON | |
| | OO | |

end of user-specified TAGGED TABLE

*SEE INSTRUCTIONS BEFORE FILLING OUT!

ZEQ.=5,SEQ=5,EFW="2112224",CP="BVF PARTNERS L.P.",DN="1",CHK=573925,FOLIO='blank',FILE='DISK032:[03NYC2.03NYC5232]BA5232A.;9',USER='MKEANE',CD='29-MAY-2003;10:12' User-specified TAGGED TABLE

CUSIP No. 68750J107 13G Page 6 of 10 Pages

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| 1 | NAME OF REPORTING PERSON: BVF Partners L.P. I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* | (a) x |
| | | (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION | |
| | Delaware | |

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	5	SOLE VOTING POWER
NUMBER OF		0
SHARES
BENEFICIALLY	6	SHARED VOTING POWER
OWNED		2,277,400
BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON
WITH:	8	SHARED DISPOSITIVE POWER
		2,277,400

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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| --- | --- | --- |
| | 2,277,400 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9 | |
| | 5.5% | |
| 12 | TYPE OF REPORTING PERSON | |
| | PN | |

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*SEE INSTRUCTIONS BEFORE FILLING OUT!

ZEQ.=6,SEQ=6,EFW="2112224",CP="BVF PARTNERS L.P.",DN="1",CHK=1006067,FOLIO='blank',FILE='DISK032:[03NYC2.03NYC5232]BA5232A.;9',USER='MKEANE',CD='29-MAY-2003;10:12' User-specified TAGGED TABLE

CUSIP No. 68750J107 13G Page 7 of 10 Pages

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| 1 | NAME OF REPORTING PERSON: BVF Inc. I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (ENTITIES ONLY): | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* | (a) x |
| | | (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION | |
| | Delaware | |

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	5	SOLE VOTING POWER
NUMBER OF		0
SHARES
BENEFICIALLY	6	SHARED VOTING POWER
OWNED		2,277,400
BY
EACH	7	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON
WITH:	8	SHARED DISPOSITIVE POWER
		2,277,400

end of user-specified TAGGED TABLE User-specified TAGGED TABLE

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| --- | --- | --- |
| | 2,277,400 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) | |
| | 5.5% | |
| 12 | TYPE OF REPORTING PERSON | |
| | IA, CO | |

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*SEE INSTRUCTIONS BEFORE FILLING OUT!

ZEQ.=7,SEQ=7,EFW="2112224",CP="BVF PARTNERS L.P.",DN="1",CHK=1017657,FOLIO='blank',FILE='DISK032:[03NYC2.03NYC5232]BA5232A.;9',USER='MKEANE',CD='29-MAY-2003;10:12' THIS IS THE END OF A COMPOSITION COMPONENT User-specified TAGGED TABLE

CUSIP No. 68750J107 13G Page 8 of 10 Pages

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ITEM 1(a).	NAME OF ISSUER: Orthologic Corp. ("Orthologic")
ITEM 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES: 1275 West Washington Street Tempe, AZ 85281
ITEM 2(a).	NAME OF PERSON FILING:
This Amendment No. 1 to
Schedule 13G is being filed on behalf of the following persons (the
"Reporting Persons"):
	(i)	Biotechnology Value Fund, L.P.
("BVF")
	(ii)	Biotechnology Value Fund II, L.P.
("BVF2")
	(iii)	BVF Investments, L.L.C.
("Investments")
	(iv)	Investment 10, L.L.C. ("ILL10")
	(v)	BVF Partners L.P. ("Partners")
	(vi)	BVF Inc. ("BVF Inc.")
ITEM 2(b).	ADDRESS OF PRINCIPAL BUSINESS
OFFICE:
The principal
business office of the persons comprising the group filing this Amendment No. 1 to
Schedule 13G is located at 900 North Michigan Avenue, Suite 1100,
Chicago, Illinois, 60611.
ITEM 2(c).	CITIZENSHIP:

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BVF:	a Delaware limited partnership
BVF2:	a Delaware limited partnership
Investments:	a Delaware limited liability company
ILL10:	an Illinois limited liability company
Partners:	a Delaware limited partnership
BVF Inc.:	a Delaware
corporation

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| ITEM 2(d). |
| --- |
| This Amendment No. 1 to Schedule 13G is being filed with respect to the common stock, par
value $0.0005 per share (the "Common Stock"), of Orthologic. The Reporting Persons'
percentage ownership of the Common Stock is based on 41,594,491 shares of the
Common Stock being outstanding. |
| As of May 4, 2007, (i) BVF beneficially owns 495,500 shares of Common
Stock; (ii) BVF2 beneficially owns 337,400 shares of Common Stock; (iii)
Investments beneficially owns 1,302,000 shares of Common Stock; and (iv) ILL10
beneficially owns 142,500 shares of Common Stock. Beneficial ownership by
Partners and BVF Inc. includes 2,277,400 shares of Common Stock. |

ITEM 2(e).
68750J107

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ZEQ.=1,SEQ=8,EFW="2112224",CP="BVF PARTNERS L.P.",DN="1",CHK=641755,FOLIO='blank',FILE='DISK032:[03NYC2.03NYC5232]BE5232A.;23',USER='SMENEZE',CD='29-MAY-2003;10:12' User-specified TAGGED TABLE

CUSIP No. 68750J107 13G Page 9 of 10 Pages

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| 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:
One of the following |
| --- | --- |
| | Not applicable as this Amendment No. 1 to Schedule 13G
is filed pursuant to Rule 13d-1(c). |
| ITEM 4. | OWNERSHIP: |
| | The information in items 1 and 5 through
11 on the cover pages (pp. 2 - 7) on this Amendment No. 1 to Schedule 13G is
hereby incorporated by reference. |
| 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. o |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON: |
| | Pursuant to the operating agreement of
Investments, Partners is authorized, among other things, to invest the
funds of Ziff Asset Management, L.P., the majority member of Investments,
in shares of the Common Stock and to vote and exercise dispositive power
over those shares of the Common Stock. Partners and BVF Inc. share
voting and dispositive power over shares of the Common Stock beneficially
owned by BVF, BVF2, Investments and those owned by ILL10, on whose behalf
Partners acts as an investment manager and, accordingly, Partners and
BVF Inc. have beneficial ownership of all of the shares of the Common
Stock owned by such parties. |
| 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
MEMBERS OF A GROUP: |
| | Not applicable. |
| ITEM 9. | NOTICE OF DISSOLUTION OF
GROUP: |
| | Not
applicable. |

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ZEQ.=2,SEQ=9,EFW="2112224",CP="BVF PARTNERS L.P.",DN="1",CHK=955048,FOLIO='blank',FILE='DISK032:[03NYC2.03NYC5232]BE5232A.;23',USER='SMENEZE',CD='29-MAY-2003;10:12' User-specified TAGGED TABLE

CUSIP No. 68750J107 13G Page 10 of 10 Pages

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ITEM 10. CERTIFICATION

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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.

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.

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Dated:
BIOTECHNOLOGY VALUE FUND,
L.P.
By:	BVF Partners L.P., its general
partner
	By:	BVF Inc., its general partner
		By:	/s/ MARK N. LAMPERT
			Mark N. Lampert President
BIOTECHNOLOGY VALUE FUND II, L.P.
By:	BVF Partners L.P., its general partner
	By:	BVF Inc., its general partner
		By:	/s/ MARK N. LAMPERT
			Mark N. Lampert President
BVF INVESTMENTS, L.L.C.
By:	BVF Partners L.P., its manager
	By:	BVF Inc., its general partner
		By:	/s/ MARK N. LAMPERT
			Mark N. Lampert President
INVESTMENT 10, L.L.C.
By:	BVF Partners L.P., its attorney-in-fact
	By:	BVF Inc., its general partner
		By:	/s/ MARK N. LAMPERT
			Mark N. Lampert President
BVF PARTNERS L.P.
By:	BVF Inc., its general partner
		By:	/s/ MARK N. LAMPERT
			Mark N. Lampert President
BVF INC.
		By:	/s/ MARK N. LAMPERT
			Mark N. Lampert President