UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
Iridex Corporation
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(Name of Issuer)
Common Stock. $0.01 par value
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(Title of Class of Securities)
462684101
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(CUSIP Number)
April 1, 2005
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(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)
[x] 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 in 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).
CUSIP No. 462684101 SCHEDULE 13G Page 2 of 11
1 Name of Reporting Person MEDCAP MANAGEMENT & RESEARCH LLC
IRS Identification No. of Above Person 94-3411543
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 414,802
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 414,802
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 414,802
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 5.6%
12 Type of Reporting Person IA
CUSIP No. 462684101 SCHEDULE 13G Page 3 of 11
1 Name of Reporting Person MEDCAP PARTNERS L.P.
IRS Identification No. of Above Person 94-3412423
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 414,802
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 414,802
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 414,802
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 5.6%
12 Type of Reporting Person PN
CUSIP No. 462684101 SCHEDULE 13G Page 4 of 11
1 Name of Reporting Person MEDCAP MASTER FUND L.P.
IRS Identification No. of Above Person 98-0437526
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization CAYMAN ISLANDS
NUMBER OF 5 Sole Voting Power 414,802
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 414,802
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 414,802
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 5.6%
12 Type of Reporting Person PN
CUSIP No. 462684101 SCHEDULE 13G Page 5 of 11
1 Name of Reporting Person C. FRED TONEY
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization UNITED STATES
NUMBER OF 5 Sole Voting Power 414,802
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 414,802
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 414,802
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 5.6%
12 Type of Reporting Person IN/HC
CUSIP No. 462684101 SCHEDULE 13G Page 6 of 11
Item 1(a). Name of Issuer:
Iridex Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
1212 Terra Bella Avenue
Mountain View, CA 94043-1824
Item 2(a). Names of Persons Filing:
MedCap Management & Research LLC ("MMR")
MedCap Partners L.P. ("Partners")
MedCap Master Fund L.P. ("Master Fund")
C. Fred Toney
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of MMR, Partners and Toney is
500 Third Street, Suite 535, San Francisco, CA 94107.
The principal business address of Master Fund is c/o ATC Trustees
(Cayman) Limited, Cayside, 2nd Floor, Harbour Drive, George Town, Grand
Cayman, Cayman Islands.
Item 2(c). Citizenship:
Reference is made to item 4 of pages two (2), three (3), four (4)
and five (5) of this Schedule 13G, which Items are incorporated by reference
herein.
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e). CUSIP Number:
462684101
Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), 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);
CUSIP No. 462684101 SCHEDULE 13G Page 7 of 11
(e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations 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 section 240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of pages two (2),
three (3), four (4) and five (5) of this Schedule 13G, which Items are
incorporated by reference herein.
Partners is the record owner of 217,106 shares of the Issuer's
common stock and Master Fund is the record owner of 197,696 shares of the
Issuer's common stock (collectively, the "Securities"). MMR as general
partner and investment manager of Partners and investment manager of Master
Fund and C. Fred Toney as managing member of MMR may be deemed to
beneficially own the Securities owned by Partners and Master Fund in that
they may be deemed to have the power to direct the voting or disposition of
the shares.
Neither the filing of this Schedule 13G nor any of its contents
shall be deemed to constitute an admission that either MMR or Mr. Toney is,
for any purpose, the beneficial owner of any such Securities to which this
Schedule relates, and MMR and Mr. Toney disclaim beneficial ownership as to
the Securities, except to the extent of their respective pecuniary interests
therein.
Under the definition of "beneficial ownership" in Rule 13d-3 under
the Securities Exchange Act of 1934, it is also possible that the individual
general partners, directors, executive officers, and members of the foregoing
entities might be deemed the "beneficial owners" of some or all of the
securities to which this Schedule relates in that they might be deemed to
share the power to direct the voting or disposition of such securities.
Neither the filing of this Schedule nor any of its contents shall be deemed
to constitute an admission that any of such individuals is, for any purpose,
the beneficial owner of any of the securities to which this Schedule relates,
and such beneficial ownership is expressly disclaimed.
(1) MMR is an investment adviser.
(2) C. Fred Toney is a control person.
CUSIP No. 462684101 SCHEDULE 13G Page 8 of 11
The calculation of percentage of beneficial ownership in item 11 of
pages two (2), three (3), four (4) and five (5) was derived from the Schedule
14A Information, Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 for the 2005 Annual Meeting of Stockholders of the
Issuer dated April 29, 2005 filed with the Securities and Exchange Commission
on April 29, 2005, in which the Issuer stated that the number of shares of
Common Stock, par value $0.01 per share outstanding as of April 8, 2005 was
7,431,798.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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.
Item 10. Certifications.
By signing below the undersigned certify that, to the best of their
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.
Signature
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: May 11, 2005 MEDCAP MANAGEMENT & RESEARCH LLP
By:/s/ C. Fred Toney
-----------------------------
C. Fred Toney, its Managing
Member
CUSIP No. 462684101 SCHEDULE 13G Page 9 of 11
C. FRED TONEY
/s/ C. Fred Toney
--------------------------------
C. Fred Toney
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.
Signature
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 11, 2005 MEDCAP PARTNERS L.P.
By: MedCap Management & Research, LLC
its General Partner
By: /s/ C. Fred Toney
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C. Fred Toney, its Managing Member
MEDCAP MASTER FUND L.P.
By: MedCap Management & Research, LLC,
its General Partner
By: /s/ C. Fred Toney
----------------------------------
C. Fred Toney, its Managing Member
CUSIP No. 462684101 SCHEDULE 13G Page 10 of 11
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 11
CUSIP No. 462684101 SCHEDULE 13G Page 11 of 11
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement of the
below-named parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule, as it may be amended,
jointly on behalf of each of such parties.
Dated: May 11, 2005 MEDCAP MANAGEMENT & RESEARCH LLC
By: /s/ C. Fred Toney
----------------------------------
C. Fred Toney, its Managing Member
MEDCAP PARTNERS L.P.
By: MedCap Management & Research LLC,
its General Partner
By: /s/ C. Fred Toney
----------------------------------
C. Fred Toney, its Managing Member
MEDCAP MASTER FUND L.P.
By: MedCap Management & Research LLC,
its General Partner
By: /s/ C. Fred Toney
----------------------------------
C. Fred Toney, its Managing Member
C. FRED TONEY
/s/ C. Fred Toney
---------------------------------------
C. Fred Toney