SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 2)*
Exact Sciences Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
30063P105
(CUSIP Number)
December 31, 2006
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 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 the Following Pages)
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1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma International L.P.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
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6. |
SHARED VOTING POWER |
1,834,490
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7. |
SOLE DISPOSITIVE POWER |
0
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8. |
SHARED DISPOSITIVE POWER |
1,834,490
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,834,490
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
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EXCLUDES CERTAIN SHARES* |
o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
6.88%
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12. |
TYPE OF REPORTING PERSON* |
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Donald Sussman
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
|
6. |
SHARED VOTING POWER |
1,834,490
|
7. |
SOLE DISPOSITIVE POWER |
0
|
8. |
SHARED DISPOSITIVE POWER |
1,834,490
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,834,490
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
|
|
EXCLUDES CERTAIN SHARES* |
o |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
6.88%
|
12. |
TYPE OF REPORTING PERSON* |
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MAK Capital One L.L.C.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
|
6. |
SHARED VOTING POWER |
2,240,696
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7. |
SOLE DISPOSITIVE POWER |
0
|
8. |
SHARED DISPOSITIVE POWER |
2,240,696
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,240,696
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
|
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EXCLUDES CERTAIN SHARES* |
o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
8.41%
|
12. |
TYPE OF REPORTING PERSON* |
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MAK Capital Fund LP
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
|
6. |
SHARED VOTING POWER |
406,206
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7. |
SOLE DISPOSITIVE POWER |
0
|
8. |
SHARED DISPOSITIVE POWER |
406,206
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
406,206
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
|
|
EXCLUDES CERTAIN SHARES* |
o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
1.52%
|
12. |
TYPE OF REPORTING PERSON* |
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
1. |
NAMES OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael A. Kaufman
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
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(a) |
x |
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(b) |
o |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5. |
SOLE VOTING POWER |
0
|
6. |
SHARED VOTING POWER |
2,240,696
|
7. |
SOLE DISPOSITIVE POWER |
0
|
8. |
SHARED DISPOSITIVE POWER |
2,240,696
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,240,696
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
|
|
EXCLUDES CERTAIN SHARES* |
o |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
8.41%
|
12. |
TYPE OF REPORTING PERSON* |
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed pursuant to Rule 13d-2(b) with respect to the Common Stock, $.01 par value (the “Common Stock”), of Exact Sciences Corporation (the “Issuer”) beneficially owned by the Reporting Persons specified herein as of December 31, 2006, and amends and supplements the Schedule 13G dated December 27, 2005, as previously amended on February 14, 2006 and filed by the Reporting Persons (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.
The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”): Paloma International L.P., a Delaware limited partnership (“Paloma”), S. Donald Sussman (“Mr. Sussman”), MAK Capital One L.L.C., a Delaware limited liability company (“MAK Capital”), MAK Capital Fund LP, a Bermuda limited partnership (“MAK Fund”), and Michael A. Kaufman (“Mr. Kaufman”).
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Item 4. |
Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a) |
Amount beneficially owned: |
The Reporting Persons collectively beneficially own 2,240,696 shares of Common Stock.
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(b) |
Percent of class: |
The Reporting Persons have beneficial ownership of 2,240,696 shares of Common Stock constituting 8.41% of all of the outstanding shares of Common Stock.
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote |
Not applicable.
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(ii) |
Shared power to vote or to direct the vote |
Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote of the 1,834,490 shares of Common Stock owned by Paloma.
MAK Capital, MAK Fund and Mr. Kaufman have shared power to vote or direct the vote of the 406,206 shares of Common Stock owned by MAK Fund.
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(iii) |
Sole power to dispose or to direct the disposition of |
Not applicable.
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(iv) |
Shared power to dispose or to direct the disposition of |
Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to dispose or direct the disposition of the 1,834,490 shares of Common Stock owned by Paloma.
MAK Capital, MAK Fund and Mr. Kaufman have shared power to dispose or direct the disposition of the 406,206 shares of Common Stock owned by MAK Fund.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Paloma holds its 1,834,490 shares of Common Stock that it beneficially owns through its wholly-owned subsidiary, Sunrise Partners Limited Partnership, a Delaware limited partnership.
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Item 10. |
Certification. |
By signing below the undersigned certifies that, to the best of its 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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
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Dated: |
February 13, 2007 |
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PALOMA INTERNATIONAL L.P. | |||
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By: Paloma Partners Company L.L.C., general partner | |||
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By: |
/s/ Michael J. Berner | ||
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Michael J. Berner | ||
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Vice President | ||
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/s/ S. Donald Sussman | |||
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S. Donald Sussman | |||
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MAK CAPITAL ONE L.L.C. | |||
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By: |
/s/ Michael A. Kaufman | ||
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Michael A. Kaufman, | ||
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Managing Member | ||
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MAK CAPITAL FUND LP | |||
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By: Max GP LLC, general partner | |||
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By: |
/s/ Michael A. Kaufman | ||
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Michael A. Kaufman, | ||
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Managing Member | ||
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/s/ Michael A. Kaufman | |||
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Michael A. Kaufman | |||
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