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TRINITY BIOTECH PLC — Major Shareholding Notification 2008
Oct 17, 2008
35392_mrq_2008-10-17_11e48460-c0a1-4e04-8d2b-7eaf30665553.zip
Major Shareholding Notification
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SC 13D 1 c47108sc13d.htm SCHEDULE 13D sc13d PAGEBREAK
Securities and Exchange Commission,
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRINITY BIOTECH plc
(Name of Issuer)
American Depository Shares Represented by American Depository Receipts (each representing 4 A Ordinary Shares, par value $0.0109) (Title of Class of Securities)
89643830 (CUSIP Number)
Thomas J. Reidy 211 May Apple Way Landrum, SC 29356 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copy to: William M. Schutte, Esq. Polsinelli Shalton Flanigan Suelthaus PC 6201 College Blvd., Suite 500 Overland Park, KS 66211 (913) 451-8788
October 6, 2008 (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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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.
*The remainder of this cover page shall be filled out for a reporting persons 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).
Folio /Folio
PAGEBREAK
TOC /TOC
| 1 | NAMES OF REPORTING PERSONS: Thomas J. Reidy | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) þ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| Not Applicable | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | See Item 5 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 101,000 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| See Item 5 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| See Item 5 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN |
PAGEBREAK
| 1 | NAMES OF REPORTING PERSONS: Buffalo Funds | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) þ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| Not Applicable | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | See Item 5 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 395,000 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| See Item 5 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| See Item 5 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IC |
PAGEBREAK
| 1 | NAMES OF REPORTING PERSONS: Harry Lowell | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) þ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| Not Applicable | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | See Item 5 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 150,384 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| See Item 5 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| See Item 5 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN |
PAGEBREAK
| 1 | NAMES OF REPORTING PERSONS: Laurel Center Management Employee Profit Sharing Trust | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) þ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| Not Applicable | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | See Item 5 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 129,457 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| See Item 5 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| See Item 5 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| EP |
PAGEBREAK
| 1 | NAMES OF REPORTING PERSONS: Adirondack Funds | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) þ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| Not Applicable | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | See Item 5 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 61,000 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| See Item 5 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| See Item 5 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IC |
PAGEBREAK
| 1 | NAMES OF REPORTING PERSONS: Matthew Reiner | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) þ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| Not Applicable | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | See Item 5 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 1,675 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| See Item 5 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| See Item 5 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN |
PAGEBREAK
| 1 | NAMES OF REPORTING PERSONS: Brian D. Goe | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) þ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| Not Applicable | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | See Item 5 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 75,000 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| See Item 5 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| See Item 5 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN |
PAGEBREAK
| 1 | NAMES OF REPORTING PERSONS: Paradigm Capital Management, Inc. | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) þ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| Not Applicable | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | See Item 5 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 660,360 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| See Item 5 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| See Item 5 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IA |
PAGEBREAK
| 1 | NAMES OF REPORTING PERSONS: Johan Blok | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) þ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| Not Applicable | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | See Item 5 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 55,000 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| See Item 5 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| See Item 5 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN |
PAGEBREAK
| 1 | NAMES OF REPORTING PERSONS: Goldman Partners, L.P. | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) o | ||
| (b) þ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
| Not Applicable | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | See Item 5 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 500,000 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| See Item 5 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| See Item 5 | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| PN |
PAGEBREAK
link2 "Item 1. Security and Issuer"
Item 1. Security and Issuer
This statement relates to American Depository Shares of Trinity Biotech plc, a public limited company registered in Ireland (the Company), whose principal executive offices are located at IDA Business Park, Bray County, Wicklow, Ireland.
link2 "Item 2. Identity and Background"
Item 2. Identity and Background
| (a)-(c) |
|---|
| The address and principal occupation of each of the Reporting Persons who is a natural person |
| is: |
| Present Principal | ||
|---|---|---|
| Occupation or | ||
| Name | Residential or Principal Business Address | Employment |
| Thomas J. Reidy | 211 May Apple Way Landrum, South Carolina 29356 | Former CEO of diagnostic product manufacturing and distribution |
| company | ||
| Harry Lowell | 603 N. Lakeview Drive Ludington, Michigan 49431 | Retired |
| Matthew Reiner | 26 Vly Road Albany, New York 12205 | Portfolio Manager |
| Adirondack Research | ||
| & Management, Inc. 26 Vly Road Albany, NY 12205 | ||
| Brian D. Goe | 725 River Road South Edgewater, New Jersey 07020 | Partner B&D Construction 725 River Road South Edgewater, NJ 07020 |
| Johan Blok | 44 High Street #44 Perth Amboy, New Jersey 08861 | General Manager Broadway Industries 53 Brunswick Ave. Edison, NJ 08817 |
Folio /Folio
PAGEBREAK
The state of organization, principal business address and principal business of each entity is:
| Name | State of — Organization | Principal Business | Principal Business Address |
|---|---|---|---|
| Buffalo Funds | Delaware | Investment Company | 5420 W. 61 st Place Shawnee Mission, KS 66205 |
| Laurel Center Management Employee Profit Sharing Trust | Michigan | Employee Benefit Plan | 603 N. Lakeview Dr. Ludington, Michigan 49431 |
| Adirondack Funds | Ohio | Investment Company | 26 Vly Road Albany, NY 12205 |
| Paradigm Capital | |||
| Management, Inc. | New York | Investment Advisor | Nine Elk Street Albany, NY 12207 |
| Goldman Partners, | |||
| L.P. | New York | Private Investment Company | 320 Park Avenue New York, NY |
| (d) | During the last five years, the Reporting Persons have not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors). |
| --- | --- |
| (e) | During the last five years, the Reporting Persons have not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and, as
a result of such proceeding, been 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) | All of the above natural persons are United States of America citizens. |
Item 3. Source and Amount of Funds or Other Consideration
Item 3. Source and Amount of Funds or Other Consideration.
All the ADRs reported herein by the Reporting Persons were acquired by them using personal funds.
link2 "Item 4. Purpose of the Transaction"
Item 4. Purpose of the Transaction.
On September 26, 2008, Mr. Reidy signed and circulated to certain other Company shareholders a Request for Extraordinary General Meeting calling for the removal and replacement of the Companys current directors. Between September 26, 2008 and October 6, 2008, Buffalo Funds, Harry Lowell, Laurel Center Management Employee Profit Sharing Trust, Adirondack Funds, Matthew Reiner, Brian D. Goe, Paradigm Capital Management, Inc. and Johan Blok executed and delivered to Mr. Reidy Joinders to the Request for Extraordinary General Meeting. Subsequent to October 6, 2008, Goldman Capital Partners executed and delivered to Mr. Reidy a Joinder to the Request for Extraordinary General Meeting. On October 16, 2008, Mr. Reidy sent the Request and Joinders referenced above to the Company. Under the rules promulgated under the Securities Exchange Act of 1934, all of the Reporting Persons may be deemed to be members of a group as a result of this collective action. However, each of the above Reporting Persons holds sole voting and dispositive powers with respect their stated number of ADRs. Accordingly, each Reporting Person disclaims membership in a group. Each Reporting Person originally acquired their ADRs of the Company for investment purposes. Each such Reporting Persons interest is to maximize the value of his or its investment.
The Reporting Persons signed the Request or a Joinder thereto for the purpose of consideration of changes to the current composition of the Companys board of directors.
Each Reporting Person may discuss with other ADR holders, shareholders, management, directors and other such persons their views concerning the removal and replacement of directors and other matters related to the Company. Each Reporting Person may continue to review the Companys business affairs and financial position and future prospects, as well as conditions in the securities market and general economic conditions. Based on such evaluation and review and other factors, each Reporting Person may continue to consider various alternative courses of action and may in the future take such actions with respect to an investment in the Company as they each deem appropriate in light of the circumstances existing from time to time. Such actions may include seeking to acquire
Folio /Folio
PAGEBREAK
control of the Company through a proxy solicitation or such other actions as each Reporting Person may deem appropriate. Such actions may involve the purchase of ADRs or underlying equity securities of the Company, or an alternative may involve the sale of all or a portion of the ADRs owned by them in the open market or in privately negotiated transactions to one or more purchasers. One or more of the Reporting Persons may, in the future, have influence over the corporate activities of the Company, including activities such as those described Subparagraphs (a) (j) of Item 4 of Schedule 13D.
link2 "Item 5. Interest in Securities of the Issuer"
Item 5. Interest in Securities of the Issuer.
NOTE: The percentages below are based on a total of 20,504,396 issued and outstanding shares of the Companys American Depository Receipts. In its Form F-6 for the month of April 2008, the Company reported it had 18,689,191.25 shares of American Depository Receipts outstanding as of April 4, 2008. While the Company has not subsequently reported a change in this number, the Reporting Persons believe that the Company subsequently issued shares of ADRs causing 20,504,396 ADRs to now be issued and outstanding.
| (a)-(c) | Mr. Reidy beneficially owns 101,000 shares of the Companys ADRs. He has sole
voting and dispositive powers with respect to such shares. |
| --- | --- |
| | Buffalo Funds beneficially owns 395,000 shares of the Companys ADRs. It has sole
voting and dispositive powers with respect to such shares. |
| | Mr. Lowell beneficially owns 150,384 shares of the Companys ADRs. He has sole
voting and dispositive powers with respect to such shares. |
| | Laurel Center Management Employee Profit Sharing Trust beneficially owns 129,457
shares of the Companys ADRs. It has sole voting and dispositive powers with
respect to such shares. |
| | Adirondack Funds beneficially owns 61,000 shares of the Companys ADRs. It has sole
voting and dispositive powers with respect to such shares. |
| | Mr. Reiner beneficially owns 1,675 shares of the Companys ADRs. He has sole voting
and dispositive powers with respect to such shares. |
| | Mr. Goe beneficially owns 75,000 shares of the Companys ADRs. He has sole voting
and dispositive powers with respect to such shares. |
| | Paradigm Capital Management, Inc. beneficially owns 660,360 shares of the Companys
ADRs. It has sole voting and dispositive powers with respect to such shares. |
| | Mr. Blok beneficially owns 55,000 shares of the Companys ADRs. He has sole voting
and dispositive powers with respect to such shares. |
| | Goldman Partners, L.P. beneficially owns 500,000 shares of the Companys ADRs. It
has sole voting and dispositive powers with respect to such shares. |
| (c) | Except for executing and delivering the Request or the Joinder (as the case may
be), no reporting person has effected any transaction in the Companys securities
during the past 60 days, nor, to the best of their knowledge, has any affiliate of any
Reporting Person effected any such transactions within the last 60 days. |
| (d) | Each Reporting Person retains the right to receive any dividends on the ADRs as
well as any proceeds from the sale of the ADRs. |
| (e) | Not applicable. |
Folio /Folio
PAGEBREAK
If the shareholders listed above are deemed to have acted together for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (which the Reporting Persons disclaim), the ADR holders listed above, excluding Goldman Capital Partners, L.P., may be deemed to have acquired beneficial ownership as of October 6, 2008 of all of the 1,628,876 ADRs (or 7.94% of the issued and outstanding Company ADRs) owned by any such ADR holders. Likewise, the ADR holders listed above, including Goldman Capital Partners, L.P. may be deemed to have acquired beneficial ownership of all of the 2,128,876 ADRs (or 10.38% of the issued and outstanding Company ADRs) owned by such ADR holders as of the time Goldman Partners, L.P. executed and delivered its Joinder to Mr. Reidy. However, each Reporting Person denies that the power to vote or to direct the vote or to dispose of such persons ADRs is shared with any other person or group of persons (including the Reporting Persons).
link2 "Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer"
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Although the Joinders of the Reporting Persons, excluding Goldman Capital Partners, L.P., were dated as of various dates prior to October 6, 2006, they were not all delivered to Mr. Reidy until October 6, 2008. Other than being signators to the Request or a Joinder thereto and the Joint Filing Agreement, the Reporting Persons are not aware of any other contract, arrangement, understanding or relationship to be disclosed under this Item 6.
link2 "Item 7. Material to be Filed as Exhibits"
Item 7. Material to be Filed as Exhibits.
| Exhibit 1 | Joint Filing Agreement among Thomas J. Reidy, Eric Ufer, Harry Lowell, Matthew
Reiner, Brian D. Goe, Johan Blok, Buffalo Funds, Laurel Center Management Employee
Profit Sharing Trust, Adirondack Funds, Paradigm Capital Management, Inc. and Goldman
Partners, L.P. |
| --- | --- |
| Exhibit 2 | Request for Extraordinary General Meeting dated September 26, 2008 signed by
Thomas J. Reidy on his own behalf. |
| Exhibit 3 | Joinder dated September 29, 2008 signed by Kent W. Gasaway on behalf of Buffalo
Funds. |
| Exhibit 4 | Joinder dated September September 26, 2008 signed by Harry Lowell on this own
behalf and on behalf of the Laurel Center Management Employee Profit Sharing Trust as
trustee |
| Exhibit 5 | Joinder dated September 30, 2008 signed by Matthew P. Reiner on behalf of
Adirondack Funds |
| Exhibit 6 | Joinder dated September 30, 2008 signed by Matthew P. Reiner on his own behalf |
| Exhibit 7 | Joinder dated October 1, 2008 signed by Brian D. Goe on his own behalf |
| Exhibit 8 | Joinder dated September 29, 2008 signed by Candace Weir on behalf of Paradigm
Capital Management, Inc. |
| Exhibit 9 | Joinder dated October 2, 2008 signed by Johan Blok on his own behalf |
| Exhibit 10 | Joinder dated October 7, 2008 signed by Neil I. Goldman on behalf of Goldman
Partners, L.P. |
| Exhibit 11 | Transmittal letter dated
October 16, 2008 to Trinity Biotech plc (with schedule but
without enclosures) |
Folio /Folio
PAGEBREAK
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: October 16, 2008 | By: | /S/ THOMAS J. REIDY |
|---|---|---|
| Thomas J. Reidy | ||
| Dated: October 16, 2008 | By: | /S/ HARRY M. LOWELL |
| Harry M. Lowell | ||
| Dated: October 16, 2008 | By: | /S/ MATTHEW P. REINER |
| Matthew P. Reiner | ||
| Dated: October 16, 2008 | By: | /S/ BRIAN D. GOE |
| Brian D. Goe | ||
| Dated: October 16, 2008 | By: | /S/ JOHAN BLOK |
| Johan Blok |
| BUFFALO FUNDS — /S/ KENT W. GASAWAY | |
|---|---|
| Name: | Kent W. Gasaway |
| Title: | President |
| LAUREL CENTER MANAGEMENT EMPLOYEE PROFIT SHARING TRUST — /S/ H. LOWELL | |
|---|---|
| Name: | H. Lowell |
| Title: | Trustee |
| Dated: October 16, 2008 | ADIRONDACK FUNDS — /S/ MATTHEW P. REINER | |
|---|---|---|
| Name: | Matthew P. Reiner | |
| Title: | Portfolio Manager | |
| PARADIGM CAPITAL MANAGEMENT, INC. | ||
| Dated: October 16, 2008 | /S/ CANDICE WEIR | |
| Name: | Candice Weir | |
| Title: | President and Chief Investment Officer | |
| GOLDMAN PARTNERS, L.P. | ||
| Dated: October 16, 2008 | /S/ NEIL I. GOLDMAN | |
| Name: | Neil I. Goldman | |
| Title: | General Partner |
Folio /Folio