SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. __)(1)
NOVOSTE CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
67010C209
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (239) 262-8577
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 24, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[x].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
Page 1 of 8 pages
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(1) 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 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. 67010C209 13D PAGE 2 OF 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III 279-42-7925
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
3 SEC USE ONLY
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4 SOURCE OF FUNDS**
PF-OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 323,139
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 12,000
10 SHARED DISPOSITIVE POWER
323,139
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,139
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14 TYPE OF REPORTING PERSON**
IN-IA-OO
** SEE RESPONSE TO ITEM 3
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 8
ORIGINAL REPORT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.01 per share (the
"Shares") of Novoste Corporation (the "Company"). The Company has its principal
executive offices at 4350 International Blvd., Norcross, GA 30093.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Lloyd I. Miller, III ("Miller" or the
"Reporting Person"). Miller's principal business address is 4550 Gordon Drive,
Naples, Florida 34102. Miller's principal occupation is investing assets held by
or on behalf of himself or his family. During the past five years, Miller has
not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and has not been a party to civil proceedings of a
judicial or administrative body of competent jurisdiction as a result of which
Miller was or is 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. Miller
is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Miller is an investment advisor to the trustee of Trust A-4 and Trust C
(the "Trusts"). Trust A-4 was created pursuant to a Declaratory Judgment, signed
by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division,
Hamilton County, Ohio, on October 27, 1992, pursuant to which Trust A was split
into four separate trusts. The Trusts were created pursuant to an Amended and
Restated Trust Agreement, dated September 20, 1983 (the "Trust Agreement").
Miller was named as advisor to PNC Bank, Ohio, N.A. (formerly The Central Trust
Company, N.A., Cincinnati, Ohio), the trustee named in the Trust Agreement. Such
appointment became effective on April 22, 1990, the date of death of Lloyd I.
Miller, the grantor of the Trusts. All of the Shares purchased by Miller as
advisor to the Trusts were purchased by funds generated and held by the Trusts.
The purchase price for the Shares Miller is deemed to beneficially own as the
advisor to the trustee was $33,631.31 for the Shares in Trust A-4 and
$558,901.57 for the Shares in Trust C.
Miller is the manager of Milfam LLC, an Ohio limited liability company
established pursuant to the Operating Agreement of Milfam LLC (the "Operating
Agreement"), dated as of December 10, 1996. Milfam LLC is the managing general
partner of Milfam II L.P. a Georgia limited Partnership established, pursuant to
the Partnership Agreement for Milfam II L.P. (the "Milfam II Partnership
Agreement"), dated December 11, 1996. All of the Shares Miller is deemed to
beneficially own as the manager of the managing general partner of Milfam II
L.P. were purchased with money contributed to Milfam II L.P. by its partners, or
money generated and held by Milfam II L.P. The purchase price for the Shares
Miller is deemed to beneficially own as the manager of the managing general
partner of Milfam II L.P. was $27,000.00.
Page 4 of 8
ITEM 4. PURPOSE OF THE TRANSACTION
Mr. Miller has been purchasing shares in the Company in the ordinary
course of his business as an investor. Except as described in this Item 4, Mr.
Miller does not have any plans or proposals that relate to or would result in
any of the actions or events specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Mr. Miller opposes the plan of liquidation on the terms publicly announced
by the Company and intends to vote against the plan. Based on public
announcements of opposition by other stockholders and to conserve the Company's
cash and resources, Mr. Miller believes that it would be in the best interests
of the Company and its stockholders for the Company to withdraw its proposed
liquidation plan.
Mr. Miller concurs with some of the objections to the proposed liquidation
that have been publicly announced by other stockholders, including Steel
Partners II, L.P., Steel Partners, L.L.C. and other stockholders included in the
"Novoste Full Value Committee." In particular, Mr. Miller believes that the
proposed liquidation is not in the best interests of the Company's stockholders
for the following reasons:
o The liquidation would extinguish valuable net operating loss
carryforwards,
o The liquidation plan would deplete the Company's assets in
administrative and other unproductive expenditures by a corporate
trustee, and
o The liquidation plan provides an inadequate return to stockholders
in light of payments made to management under rabbi trusts.
Because of his opposition to the proposed liquidation, Mr. Miller intends
to vote his proxy at the Company's Special Meeting in favor of the director
nominees proposed by the Novoste Full Value Committee.
The Reporting Person reserves the right to change plans and take any and
all actions that the Reporting Person may deem appropriate to maximize the value
of his investments, including, among other things, (a) purchasing or otherwise
acquiring additional securities of the Company, (b) selling or otherwise
disposing of any securities of the Company owned by him, in each case in the
open market or in privately negotiated transactions, or (c) formulating plans or
proposals regarding the Company or its securities or proposed liquidation to the
extent deemed advisable by the Reporting Person in light of his general
investment policies, market conditions, subsequent developments affecting the
Company and the general business and future prospects of the Company.
Mr. Miller is not engaged in a proxy solicitation individually or with any
other stockholder and will continue to evaluate public announcements and
proposals made by the Company, the Novoste Full Value Committee, and other
stockholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Miller may be deemed to beneficially own 335,139 Shares (8.21% of
the outstanding Shares, based on 4,083,721 Shares outstanding pursuant to the
Company's Quarterly Report on Form 10-Q filed on November 9, 2005). As of the
date hereof, 7,500 of such beneficially owned Shares are owned
Page 5 of 8
of record by Trust A-4; 315,639 of such beneficially owned Shares are owned of
record by Trust C; and 12,000 of such beneficially owned Shares are owned of
record by Milfam II L.P.
(b) Mr. Miller may be deemed to have shared voting and dispositive power
for all such shares held of record by Trust A-4 and Trust C. Mr. Miller may be
deemed to have sole voting power for all such shares held of record by Milfam II
L.P.
(c) The following table details the purchase of Shares effected by Mr.
Miller during the past 60 days:
Trust C
Date of Transaction Purchase Price Per Share
December 27, 2005 3,725 $2.32
December 28, 2005 9,156 $2.2971
December 29, 2005 46,500 $2.26
January 5, 2006 19,718 $2.14
January 5, 2006 138,240* $2.15
* On January 5, 2006 Trust A-4 transferred 18,813 Shares to Trust C and
Mr. Miller personally transferred 119,607 Shares to Trust C.
(d) Persons other than Miller have the right to receive and the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
reported securities. The filing of this Schedule 13D shall not be deemed an
admission that Miller is, for purposes of Sections 13(d) of 13(g) of the
Securities Exchange of Act of 1934, the beneficial owner of any equity
securities covered by this Schedule 13D.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Trust Agreement: The Trust Agreement provides, in pertinent part, that the
Trustee shall not make any investments, reinvestments or changes in investments
of the assets of Trust A or Trust C without first consulting with and obtaining
the advice of the advisor. The Trustee need not act in accordance with the
advice and counsel of the advisor, but if it does so, the Trustee shall not be
liable to any person for or as a result of any action or failure to act if in
accordance with such advice and counsel. The Trustee need not obtain the advice
and counsel of the advisor if the Trustee requests such advice and counsel in
writing and if the advisor fails to reply to the Trustee within five days from
the date of such request by telephone, telegram, mail or in person.
The Operating Agreement: Lloyd I. Miller, III serves as manager, and as
such he has complete
Page 6 of 8
control over all of the affairs of Milfam LLC and need not seek the consent or
approval of any Member with respect to any action.
Milfam II Partnership: The Milfam II Partnership provides, in pertinent
part, that the General Partner shall have the full and exclusive right to manage
and control the business and affairs of Milfam II L.P. and to make all decisions
regarding the affairs of Milfam II L.P. In the course of such management, the
General Partner may acquire, encumber, hold title to, pledge, sell, release or
otherwise dispose of Partnership Property and interest therein when and upon
such terms as it determines to be in the best interest of the Milfam II L.P. The
General Partner shall have all of the rights, powers and obligations of a
partner of a partnership without limited partners, except as otherwise provided
under the Act.
Other than as described above and in Items 3, 4 and 5 and the agreements
incorporated herein by reference and set forth as exhibits hereto, to the
knowledge of the Reporting Person, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Page 7 of 8
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS:
99.1 Amended and Restated Trust Agreement, dated September 20, 1983,
between Lloyd I. Miller and PNC Bank, Ohio, N.A. (formerly The
Central Trust Company, N.A., Cincinnati, Ohio) (Filed as Exhibit
99.1 to Schedule 13D of Lloyd I. Miller, III for Stamps.com Inc. on
April 30, 2002 as Exhibit 99.1 and incorporated herein by
reference).
99.2 Operating Agreement of Milfam LLC, an Ohio limited liability
company, entered into as of December 10, 1996 (Filed as Exhibit 99.2
to Schedule 13D of Lloyd I. Miller, III for Stamps.com Inc. on April
30, 2002 and incorporated herein by reference).
99.3 Partnership Agreement of Milfam II L.P. (Filed as Exhibit 99.4 to
Schedule 13D of Lloyd I. Miller, III for Stamps.com Inc. on April
30, 2002 and incorporated herein by reference).
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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: February 24, 2006
By: /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III