exact13ga-021610.htm
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. 5)*
Exact Sciences
Corporation
(Name
of Issuer)
Common Stock, par value
$0.01 per share
(Title
of Class of Securities)
30063P105
(CUSIP
Number)
December 31,
2009
(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)
1.NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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Paloma
International L.P.
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2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
1,264,520
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,264,520
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,264,520
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
1,264,520
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,264,520
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,264,520
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
12.TYPE OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
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|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
3,250,903
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
3,250,903
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,250,903
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
12.TYPE OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
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
1,986,383
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
1,986,383
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,986,383
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
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
3,250,903
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
3,250,903
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,250,903
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
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 February 9, 2010, and amends and
supplements the Schedule 13G dated December 27, 2005 filed by the Reporting
Persons, as previously amended (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").
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:
The Reporting Persons collectively beneficially own 3,250,903 shares of Common
Stock.
(b) Percent of class:
The Reporting Persons have beneficial ownership of 3,250,903 shares of Common
Stock constituting 9.1% of all of the outstanding shares of Common
Stock.
(c) Number of shares as to which such
person has:
(i) Sole power to vote or to direct the
vote
Not
applicable.
(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 1,264,520 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 1,986,383 shares of Common Stock owned by MAK Fund.
(iii) Sole power to dispose or to direct the
disposition of
Not
applicable.
(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 1,264,520 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 1,986,383 shares of Common Stock owned by MAK
Fund.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company.
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Paloma
holds its 1,264,520 shares of Common Stock that it beneficially owns through its
subsidiary, Sunrise Partners Limited Partnership, a Delaware limited
partnership.
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.
Dated: February
16, 2010
PALOMA INTERNATIONAL
L.P.
By:
Paloma Partners Company L.L.C., general partner
By: /s/
Michael J. Berner
Michael
J. Berner,
Vice
President
S.
DONALD SUSSMAN
By: /s/
Michael J. Berner
Michael
J. Berner,
Attorney-in-Fact
MAK
CAPITAL ONE LLC
By: /s/
Michael A. Kaufman
Michael
A. Kaufman,
Managing
Member
MAK
CAPITAL FUND LP
By:
MAK GP LLC, general partner
By: /s/
Michael A. Kaufman
Michael
A. Kaufman,
Managing
Member
/s/
Michael A. Kaufman
Michael
A. Kaufman
EXHIBIT
A
POWER
OF ATTORNEY
The
undersigned hereby makes, constitutes and appoints each of Michael J. Berner and
Douglas W. Ambrose as the undersigned’s true and lawful authorized
representative, attorney-in-fact and agent, each with the power individually to
execute for and on behalf of the undersigned and to file with and deliver to the
United States Securities and Exchange Commission and any other authority or
party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and
any amendments thereto, in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated
thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments
thereto, on behalf of the undersigned in accordance with Section 13 of the 1934
Act and the rules promulgated thereunder.
The
undersigned also hereby grants to each such attorney-in-fact the full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that each of
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13 or any other provision of the 1934 Act or
the rules promulgated thereunder.
This
Power of Attorney shall remain in full force and effect until earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of May
9, 2006.
/s/
S. Donald Sussman
S. Donald Sussman
ACKNOWLEDGEMENT
IN CONNECTICUT
STATE OF
CONNECTICUT, COUNTY OF FAIRFIELD ss.:
On
May 9, 2006, before me, the undersigned personally appeared, S. Donald Sussman,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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/s/ Diane
R. Erickson
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Diane
R. Erickson, Notary Public
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(signature
and office of individual taking
acknowledgement)
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