UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
UROPLASTY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
917277204
(CUSIP Number)
July 12, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] 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 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).
Page 1 of 7 pages
CUSIP No. 917277204 13G Page 2 of 7 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
TURN OF THE TIDE, A WISCONSIN LIMITED PARTNERSHIP
#39-1420337
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN, U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 377,500
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING
PERSON None
WITH
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
377,500
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5%
12. TYPE OF REPORTING PERSON
PN
CUSIP No. 917277204 13G Page 3 of 7 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
HEARTLAND VALUE MANAGER, LLC
#39-1997771
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN, U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING
PERSON None
WITH
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP No. 917277204 13G Page 4 of 7 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
WILLIAM J. NASGOVITZ 395-42-0703
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN, U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING
PERSON None
WITH
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 917277204 13G Page 5 of 7 Pages
Item 1.
(a) Name of Issuer: Uroplasty, Inc.
--------------
(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
2718 Summer Street NE
Minneapolis, MN 55413-2820
Item 2.
(a) Name of Person Filing:
---------------------
(1) Turn of the Tide, a Wisconsin Limited Partnership
(2) William J. Nasgovitz
(3) Heartland Value Manager, LLC
(b) Address of Principal Business Office:
------------------------------------
(1) 789 North Water Street
Milwaukee, WI 53202
(2) 789 North Water Street
Milwaukee, WI 53202
(3) 789 North Water Street
Milwaukee, WI 53202
(c) Citizenship: Turn of the Tide is a Wisconsin Limited Partnership.
-----------
William J. Nasgovitz - U.S.A. Heartland Value Manager
is a Wisconsin Limited Liability Company.
(d) Title of Class of Securities: Common Stock
----------------------------
(e) CUSIP Number: 917277204
------------
Item 3. The persons filing this Schedule 13G are Turn of the Tide, a Wisconsin
Limited partnership, Heartland Value Manager, LLC, a general partner of Turn of
the Tide, and William J. Nasgovitz, principal shareholder of the parent of
Heartland Value Manager, LLC. Mr. Nasgovitz joins in this filing pursuant to SEC
staff positions authorizing certain individuals in similar situations to join in
a filing with a controlled entity eligible to file on Schedule 13G. The
reporting persons do not admit that they constitute a group.
Item 4. Ownership.
---------
(a) Amount beneficially owned:
--------------------------
377,500 shares. In addition, these same shares may be deemed
beneficially owned within the meaning of Rule 13d-3 of the Securities Exchange
Act of 1934 by (1) Heartland Value Manager, LLC, as a general partner of Turn of
the Tide; and (2) William J. Nasgovitz, as a result of his position with
Heartland Value Manager, LLC and as a principal shareholder of the parent
company of Heartland Value Manager, LLC.
(b) Percent of Class:
-----------------
8.5%
(c) For information on voting and dispositive power with respect to the
above listed shares, see Items 5-8 of the Cover Page.
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
five percent of the class of securities, check the following:[_]
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
----------------------------------------------------------------
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
-----------------------------------------------------------------------
Security Being Reported on By the Parent Holding Company.
--------------------------------------------------------
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
---------------------------------------------------------
Not Applicable.
Item 9. Notice of Dissolution of Group.
------------------------------
Not Applicable.
Item 10. Certification.
-------------
By signing below, the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
DATE: August 9, 2002
WILLIAM J. NASGOVITZ TURN OF THE TIDE, A WISCONSIN LIMITED
PARTNERSHIP
By: /s/ PAUL T. BESTE
---------------------
Paul T. Beste By: /s/ HEARTLAND VALUE MANAGER, LLC
----------------------------
As Attorney in Fact for General Partner
William J. Nasgovitz
By: /s/ PAUL T. BESTE
-------------
HEARTLAND VALUE MANAGER, LLC Paul T. Beste
By: /s/ PAUL T. BESTE
-------------
Paul T. Beste
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
EXHIBIT 1
Joint Filing Agreement
The undersigned persons agree and consent to the joint filing on their behalf of
this Schedule 13G in connection with their beneficial ownership of UROPLASTY,
Inc. at July 12, 2002.
TURN OF THE TIDE, A WISCONSIN LIMITED PARTNERSHIP
By: /s/ HEARTLAND VALUE MANAGER, LLC
----------------------------
General Partner
By: /s/ PAUL T. BESTE
-------------
Paul T. Beste
HEARTLAND VALUE MANAGER, LLC
By: /s/ PAUL T. BESTE
-------------
Paul T. Beste
WILLIAM J. NASGOVITZ
By: /s/ PAUL T. BESTE
-------------
Paul T. Beste
As Attorney in Fact for William J. Nasgovitz