UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
Caprius, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
14066K206
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, N.J. 07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ?
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See sections
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
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).
Cusip No. 14066K206
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 1,931,033*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power:
1,931,033*
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,931,033 *
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 49.9% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 27,790 shares of Common stock and 222,320 Warrants
to purchase 11,116 shares of Common stock owned by Special Situations
Fund III, L.P., 317,037 shares of Common Stock and 2,536,300 Warrants to
purchase 126,815 shares of Common Stock owned by Special Situations Fund
III QP, L.P., and 1,034,482 shares of Common stock and 8,275,860
Warrants to purchase 413,793 shares of Common stock owned by Special
Situations Private Equity Fund, L.P., See Items 2 and 5 of this
Schedule 13D for additional information.
Item 1. Security and Issuer.
This schedule related to the Common Stock and warrants of
Caprius, Inc. (the ?Issuer?). The Issuer?s principal executive officers
are located at One Parker Plaza, Fort Lee, NJ 07024
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals
of AWM Investment Company, Inc. (?AWM?), the general partner of MGP
Advisers Limited Partnership (?MGP?), the general partner of and
investment adviser to Special Situations Fund III, L.P. (?SSF3?) and
Special Situations Fund III QP, L.P.* (?SSFQP?). Marxe and Greenhouse
are also members of MG Advisers L.L.C. (?MG?), the general partner of
and investment adviser to Special Situations Private Equity Fund, L.P.
(?SSPE?). (SSF3, SSFQP and SSPE will hereafter be referred to as, the
?Funds?).
* Pursuant to that certain Exchange Tender Offer described in the
Schedule TO-I of the Special Situations Fund III, L.P. (SSF3) as filed
by SSF3 with the Securities and Exchange Commission on November 17,
2005, SSF3 transferred the securities included in this Schedule 13D to
Special Situations Fund III QP, L.P. (SSFQP) on December 31, 2005.
The principal office and business address of the Reporting Persons, is
527 Madison Avenue, Suite 2600, New York, NY 10022.
The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have either of them been a party to any civil
proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now 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. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase
the securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been
acquired by each of the Funds for investment purposes and not with the
purpose or effect of changing or influencing control of the Issuer.
Each Fund acquired the securities in the ordinary course of business and
is holding the securities for the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
SSF3 owns 27,790 shares of Common Stock and 222,320 Warrants
to purchase 11,116 shares of Common Stock, or 1.2% of the shares
outstanding, SSFQP owns 317,037 shares of Common Stock and 2,536,300
Warrants to purchase 126,815 shares of Common Stock, or 12.9% of the
shares outstanding, and SSPE owns 1,034,482 shares of Common Stock and
8,275,860 Warrants to purchase 413,793 shares of Common Stock, or 38.8%
of the shares outstanding. Messrs. Marxe and Greenhouse share the power
to vote and direct the disposition of all shares of Common Stock owned
by each of, the Funds. Messrs. Marxe and Greenhouse are deemed to
beneficially own a total of 1,379,309 shares of Common Stock and
11,034,480 Warrants to purchase 551,724 shares of Common Stock, or 49.9%
of the outstanding shares.
The following table reflects the acquisition of the Common Stock and
Warrants. There were no other transactions during the sixty days
preceding the date of the event that requires the filing of this
statement (Each of which were effected in ordinary broker transactions):
B. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Purchases)
C. Special Situations Fund III, L.P.
Date
Quantity
Average Price
(Purchases)
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Company
between Messrs. Marxe and Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
Signature
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.
Date: February 14, 2006
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the
Schedule 13D to which this agreement is attached is filed on behalf of
each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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