CUSIP No. 25454R207
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Item 1. Security and Issuer.
The name of the issuer is Diomed Holdings, Inc., a Delaware corporation
(the "Issuer"). The address of the Issuer's offices is 1 Dundee Park, Andover,
MA 01810. This schedule relates to the Issuer's Common Stock, $.001 Par Value
(the "Shares").
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Item 2. Identity and Background.
(a-c,f) This Schedule 13D is being filed by Argenis Capital Advisors, LLC,
Argenis Capital Advisors Offshore Fund I, Ltd. and Alan Kessler (the "Reporting
Persons"). The Reporting Persons' principal business address is located at 767
Third Ave, New York, New York 10017. Argenis Capital Advisors, LLC serves as the
investment manager to Argenis Capital Advisors Offshore Fund I, Ltd. and another
private investment fund each of which are entities that own a portion of the
Shares stated above. Mr. Kessler is a managing member of Argenis Capital
Advisors, LLC. Argenis Capital Advisors, LLC is a Delaware limited liability
company, Argenis Capital Advisors Offshore Fund I, Ltd. is a Cayman Islands
exempted company and Alan Kessler is a United States citizen.
(d) The Reporting Persons have not during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Persons have not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgement, 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.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Argenis Capital Advisors, LLC may be deemed to
beneficially own 2,885,000 shares.
As of the date hereof, Argenis Capital Advisors Offshore Fund I, Ltd. may
be deemed to beneficially own 2,596,500 shares.
As of the date hereof, Alan Kessler may be deemed to beneficially own
3,363,200 shares.
The source of funds used to purchase the securities reported herein was
Argenis Capital Advisors, LLC's and Argenis Capital Advisors Offshore Fund I,
Ltd.'s working capital and Alan Kessler's personal funds.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
The Shares held by the Reporting Persons were acquired for, and are being
held for, investment purposes by the Reporting Persons on behalf of Argenis
Capital Advisors Offshore Fund I, Ltd.'s trading account and on behalf of Alan
Kessler's personal accounts. The acquisitions of the Shares were made in the
ordinary course of the Reporting Persons' business or investment activities, as
the case may be.
The Reporting Persons may acquire additional Shares, dispose of all or some
of these Shares from time to time, in each case in open market or private
transactions, block sales or purchases or otherwise, or may continue to hold the
Shares, depending on business and market conditions, its continuing evaluation
of the business and prospects of the Issuer and other factors.
In addition, the Reporting Persons may engage in communications with one or
more shareholders, officers or directors of the Issuer, including discussions
regarding the members of the Issuer's Board of Directors as well as the Issuer's
operations and strategic direction that, if effected, could result in, among
other things:
(1) the acquisition of additional Shares of the Issuer, or the disposition
of Shares of the Issuer;
(2) an extraordinary corporate transactions, such as a merger,
reorganization or liquidation, involving the Issuer;
(3) a sale or transfer of a material amount of assets of the Issuer;
(4) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization or dividend policy
of the Issuer;
(6) any other material change in the Issuer's business or corporate
structure;
(7) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
on an inter-dealer quotation system of a registered national
securities association;
(9) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
and/or
(10) any action similar to those enumerated above.
The Reporting Persons reserve the right, based on all relevant factors and
subject to applicable law, at any time and from time to time, to review or
reconsider their position, change its purpose, take other actions (including
actions that could involve one or more of the types of transactions or have one
or more of the results described in paragraphs (a) through (j) of Item 4 of
Schedule 13D) or formulate and implement plans or proposal with respect to any
of the foregoing.
Any future decision of the Reporting Persons to take any such actions with
respect to the Issuer or its securities will take into account various factors,
including the prospects of the Issuer, general market and economic conditions
and other factors deemed relevant.
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Item 5. Interest in Securities of the Issuer.
As of the date hereof, Argenis Capital Advisors, LLC may be deemed to be
the beneficial owner of 2,885,000 Shares, or 9.52% of the shares of the Issuer,
based on 30,318,331 Shares outstanding as of November 14, 2007, as reported on
the Issuer's most recent Form 10-Q.
Argenis Capital Advisors, LLC has the sole power to vote or direct the vote
of 0 Shares to which this filing relates.
Argenis Capital Advisors, LLC shares the power to vote or direct the vote
of 2,885,000 Shares to which this filing relates.
Argenis Capital Advisors, LLC has the sole power to dispose or direct the
disposition of 0 shares to which this filing relates.
Argenis Capital Advisors, LLC shares the power to dispose or direct the
disposition of 2,885,000 shares to which this filing relates.
As of the date hereof, Argenis Capital Advisors Offshore Fund I, Ltd. may
be deemed to be the beneficial owner of 2,596,500 Shares, or 8.56% of the shares
of the Issuer, based on 30,318,331 Shares outstanding as of November 14, 2007,
as reported on the Issuer's most recent Form 10-Q.
Argenis Capital Advisors Offshore Fund I, Ltd. has the sole power to vote
or direct the vote of 0 Shares to which this filing relates.
Argenis Capital Advisors Offshore Fund I, Ltd. shares the power to vote or
direct the vote of 2,596,500 Shares to which this filing relates.
Argenis Capital Advisors Offshore Fund I, Ltd. has the sole power to
dispose or direct the disposition of 0 shares to which this filing relates.
Argenis Capital Advisors Offshore Fund I, Ltd. shares the power to dispose
or direct the disposition of 2,596,500 shares to which this filing relates.
As of the date hereof, Alan Kessler may be deemed to be the beneficial
owner of 3,363,200 Shares, or 11.09% of the shares of the Issuer, based on
30,318,331 Shares outstanding as of November 14, 2007, as reported on the
Issuer's most recent Form 10-Q.
Alan Kessler has the sole power to vote or direct the vote of 478,200
Shares to which this filing relates.
Alan Kessler shares the power to vote or direct the vote of 2,885,000
Shares to which this filing relates.
Alan Kessler has the sole power to dispose or direct the disposition of
478,200 shares to which this filing relates.
Alan Kessler shares the power to dispose or direct the disposition of
2,885,000 shares to which this filing relates.
The trading dates, number of shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by the Reporting
Persons are set forth in Schedule A and were all effected in broker
transactions.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint filing Agreement
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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