Stereotaxis, Inc.; Alafi Schedule 13G
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Under the Securities
Exchange Act of 1934
(Amendment No._____ )*
| Stereotaxis, Inc. |
|
| (Name of Issuer) |
| Common
Stock, par value $0.001 per share |
|
| (Title of Class of
Securities) |
| 185916J102 |
|
| (CUSIP Number) |
| |
|
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* 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 disclosure 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. 185916J102 |
SCHEDULE 13G |
Page 1 of 8 |
| (1) Names of reporting persons. |
Moshe Alafi |
| I.R.S. identification Nos. of above persons (entities only). |
|
(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. |
United States of America |
| Number of shares beneficially owned by each reporting
person with: |
|
| (5) Sole voting power. |
|
| (6) Shared voting power. |
2,351,857 |
| (7) Sole dispositive power. |
|
| (8) Shared dispositive power. |
2,351,857 |
| (9) Aggregate amount beneficially owned by each
reporting person. |
2,351,857 |
(10) Check if the aggregate amount in Row (9) excludes
certain
shares (see instructions). |
|
| (11) Percent of class represented by amount in Row (9). |
8.64% |
| (12) Type of reporting person (see instructions). |
IN |
| CUSIP No. 85916J102 |
SCHEDULE 13G |
Page 2 of 8 |
| (1) Names of reporting persons. |
Christopher Alafi |
| I.R.S. identification Nos. of above persons (entities only). |
|
(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. |
United States of America |
| Number of shares beneficially owned by each reporting
person with: |
|
| (5) Sole voting power. |
187,636 |
| (6) Shared voting power. |
2,351,857 |
| (7) Sole dispositive power. |
187,636 |
| (8) Shared dispositive power. |
2,351,857 |
| (9) Aggregate amount beneficially owned by each
reporting person. |
2,539,493 |
(10) Check if the aggregate amount in Row (9) excludes
certain
shares (see instructions). |
|
| (11) Percent of class represented by amount in Row (9). |
8.64% |
| (12) Type of reporting person (see instructions). |
IN |
| CUSIP No. 85916J102 |
SCHEDULE 13G |
Page 3 of 8 |
| (1) Names of reporting persons. |
Alafi Capital Company LLC |
| I.R.S. identification Nos. of above persons (entities only). |
|
(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. |
United States of America |
| Number of shares beneficially owned by each reporting
person with: |
|
| (5) Sole voting power. |
|
| (6) Shared voting power. |
2,351,857 |
| (7) Sole dispositive power. |
|
| (8) Shared dispositive power. |
2,351,857 |
| (9) Aggregate amount beneficially owned by each
reporting person. |
2,351,857 |
(10) Check if the aggregate amount in Row (9) excludes
certain
shares (see instructions). |
|
| (11) Percent of class represented by amount in Row (9). |
8.64% |
| (12) Type of reporting person (see instructions). |
CO |
| CUSIP No. 85916j102 |
SCHEDULE 13G |
Page 4 of 8 |
| Item 1. |
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| |
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| (a) |
Name of issuer: |
| |
|
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Stereotaxis, Inc. |
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| (b) |
Address of issuer's principal executive offices: |
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4041 Forest Park Avenue
St. Louis, Missouri 63108 |
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| Item 2. |
|
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| (a) |
Name of person filing: |
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(i) Alafi Capital Company, LLC, a Delaware limited liability company, with respect to shares of common stock
directly owned by it.
(ii) Christopher Alafi, with respect to shares of common stock directly owned by him and directly owned by
Alafi Capital Company, LLC
(iii) Moshe Alafi, with respect to shares of common stock directly owned by Alafi Capital Company, LLC |
| |
|
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The foregoing persons, sometimes collectively referred to herein as the “Reporting Persons,” have entered into a Joint filing
Agreement, a copy of which is filed with this Schedule 13G as Exhibit A (which is incorporated herein by reference), pursuant to
which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the
Securities Exchange Act of 1934, as amended. |
| |
|
| (b) |
Address of principal business office or, if none, residence: |
| |
The address of the business office of each Reporting Person is:
8 Admiral Drive, Suite 324
Emeryville, CA 94608 |
| |
|
| (c) |
Citizenship: |
|
| |
|
|
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Christopher Alafi |
United States of America |
| |
Moshe Alafi |
United States of America |
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Alafi Capital Company LLC |
Delaware |
|
|
|
| (d) |
Title of class of securities: |
| |
|
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Common Stock of Stereotaxis, Inc. |
| |
|
| CUSIP No. 85916J102 |
SCHEDULE 13G |
Page 5 of 8 |
Item 3. If this statement is
filed pursuant to §§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). |
| (e) |
[_] |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) |
[_] |
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| (g) |
[_] |
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
| (h) |
[_] |
A savings association 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 §240.13d-1(b)(1)(ii)(J). |
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.
| (a) |
Amount beneficially owned: |
| |
|
| |
Alafi Capital Company LLC: 2,351,857
Christopher Alafi: 2,539,493
Moshe Alafi: 2,351,857 |
| |
|
| (b) |
Percent of class: |
| |
|
|
Alafi Capital Company LLC: 8.64%
Christopher Alafi: 9.33%
Moshe Alafi: 8.64% |
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|
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| (c) |
Number of shares as to which such person has |
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|
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(i) Sole power to vote or to direct the vote: |
| |
|
|
Alafi Capital Company LLC: –0–
Christopher Alafi: 187,636
Moshe Alafi: –0– |
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|
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| CUSIP No. 85916J102 |
SCHEDULE 13G |
Page 6 of 8 |
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(ii) Shared power to vote or to direct the vote: |
| |
|
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Alafi Capital Company LLC: 2,351,857
Christopher Alafi: 2,351,857
Moshe Alafi: 2,315,857 |
| |
(iii) Sole power to dispose or to direct the disposition of: |
| |
|
|
Alafi Capital Company LLC: –0–
Christopher Alafi: 187,636
Moshe Alafi: –0– |
| |
(iv) Shared power to dispose or to direct the disposition of __________________________. |
| |
|
|
Alafi Capital Company LLC: 2,351,857
Christopher Alafi: 2,351,857
Moshe Alafi: 2,315,857 |
| 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 5 percent of the class of securities, check the following. [_] |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. If any other
person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension fund or endowment fund is not
required. |
| |
|
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Not applicable |
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|
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person. If a parent holding
company or control person has filed this schedule pursuant to
Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary. |
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|
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Not applicable. |
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|
| Item 8. |
Identification and Classification of Members of the Group. If a group has
filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j)
and attach an exhibit stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
| |
|
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Not applicable. |
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|
| CUSIP No. 85916J102 |
SCHEDULE 13G |
Page 7 of 8 |
| Item 9. |
Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the security reported on will be filed. If
required, by members of the group, in their individual capacity. See Item 5. |
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|
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Not applicable. |
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| Item 10. |
Certifications. |
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Not applicable. |
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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.
Dated: May 20, 2005
| ALAFI CAPITAL COMPANY LLC |
|
|
| By: |
/s/ Christopher Alafi
|
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Christopher Alafi
Managing Partner |
|
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| By: |
/s/ Christopher Alafi
|
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Christopher Alafi, Individually |
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| By: |
/s/ Moshe Alafi
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Moshe Alafi, Individually |
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| CUSIP No. 85916J102 |
SCHEDULE 13G |
Page 8 of 8 |
JOINT FILING
UNDERTAKING
The
undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit
to this Schedule 13G to evidence the agreement of the below-named parties, in accordance
with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this
Schedule jointly on behalf of each such party.
Dated: May 20, 2005
/s/ Christopher Alafi
|
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By: |
/s/ Christopher Alafi
|
| Christopher Alafi |
|
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Christopher Alafi
Manager |
| By: |
/s/ Moshe Alafi
|
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Moshe Alafi |
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