UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SPECIALTY LABORATORIES, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
84749R100
(CUSIP Number)
FEBRUARY 28, 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:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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 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).
Continued on following pages
Page 1 of 5 Pages
84749R100 PAGE 2 OF 5 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
PEQUOT CAPITAL MANAGEMENT, INC.
06-1524885
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
CONNECTICUT
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person (See Instructions)
IA, CO
84749R100 PAGE 3 OF 5 PAGES
ITEM 1(A) NAME OF ISSUER: Specialty Laboratories, Inc. (the "Issuer").
1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 27027 Tourney
Road, Valencia, CA 91355
ITEM 2(A) - (C) NAME, PRINCIPAL BUSINESS ADDRESS, AND CITIZENSHIP OF PERSON
FILING: Pequot Capital Management, Inc., 500 Nyala Farm Road,
Westport, CT, 06880, which is a Connecticut corporation.
2(D) TITLE OF CLASS OF SECURITIES: Common Stock, no par value per share
2(E) CUSIP NUMBER: 84749R100
ITEM 3. This statement is filed pursuant to Rule 13(d)(b)(1)(ii)(E). Pequot
Capital Management, Inc. is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
ITEM 4. OWNERSHIP:
Ownership as of February 28, 2006 is incorporated herein by reference
from items (5) - (9) and (11) of the cover page of the Reporting
Person.
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 [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable.
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 THE GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
84749R100 PAGE 4 OF 5 PAGES
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 such purpose or effect.
84749R100 PAGE 2 OF 5 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: March 10, 2006 PEQUOT CAPITAL MANAGEMENT, INC.
By: /s/ Aryeh Davis
-----------------------------------
Name: Aryeh Davis
Title: Chief Operating Officer,
General Counsel and Secretary