NASM North American Scientific (MM)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)*

North American Scientific, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

65715D209

(CUSIP Number)

 

January 18, 2008

(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 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).

 

 

 

 

 

 

North American Scientific, Inc. (the “Issuer”).

 

20200 Sunburst Street

Chatsworth, CA 91311

 

Items 2(a),

This Amendment No. 3 to Schedule 13G is being filed on behalf of Michael A. Roth and Brian J. Stark, as joint filers (collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 3 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 3 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The principal business office of the Reporting Persons is 3600 South Lake Drive, St. Francis, WI 53235. The Reporting Persons are citizens of the United States of America.

Common Stock, par value $0.01 per share (the “Common Stock”)

 

65715D209

13,365,234 shares of Common Stock (See Item 4)

Based on 92,609,492 shares of Common Stock outstanding as indicated on Issuer’s Schedule 14A filed on December 31, 2007 and 508,130 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Persons, the Reporting Persons hold approximately 14.4%* of the issued and outstanding Common Stock of the Issuer.

 

*The Reporting Persons beneficially own an aggregate of 13,365,234 shares of Common Stock. The foregoing amount of Common Stock and percentage ownership represent the combined indirect holdings of Michael A. Roth and Brian J. Stark. The shares of Common Stock reported in this Amendment No. 3. to Schedule 13G does not include 1,280,409 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Persons. Such warrants held by the Reporting Persons are subject to conversion caps that preclude the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in excess of 4.99% and 9.99% of the Common Stock, giving effect to such exercise.

All of the foregoing represents an aggregate of 13,365,234 shares of Common Stock held directly by SF Capital Partners Ltd. (“SF Capital”). The Reporting Persons direct the management of Stark Offshore Management LLC (“Stark Offshore”), which acts as the investment manager and has sole power to direct the management of SF Capital. As the Managing Members of Stark Offshore, the Reporting Persons possess voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares.

Not applicable.

Not applicable

Not applicable

 

 

Not applicable

Not applicable

By signing below I certify that, to the best of my 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

/s/ Michael A. Roth                                              

Michael A. Roth

/s/ Brian J. Stark                                                       

Brian J. Stark

 

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