SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Amendment No. __
TRINITY BIOTECH plc
(Name of Issuer)
American Depositary Shares
(representing Class "A" Ordinary Shares, nominal value $0.0109)
(Title of Class of Securities)
869438108
(CUSIP Number)
July 10, 2003
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule 13G 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 purposes 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).
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Smithfield Fiduciary LLC - not applicable
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
_______________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
$12,000,000 of 3.00% Convertible Notes due January 2007
(convertible into 3,380,282 Class "A" Ordinary Shares)/1/
The right to acquire up to an additional $3,000,000 of
3.00% Convertible Notes due January 2007 (convertible into
750,000 Class "A" Ordinary Shares)/1/
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
See Row 6 above.
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
See Row 6 above.
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
Approximately 7.34% as of the date of filing of this statement.
(Based on 42,423,294 Class "A" Ordinary Shares issued and
outstanding as of August 31, 2003, plus the Class "A" Ordinary
Shares issuable upon the conversion of the 3.00% Convertible
Notes due January 2007.)
Approximately 8.87% after giving effect to the right to acquire
the additional $3,000,000 of the 3.00% Convertible Notes due
January 2007 referred to in Row 6 above. (Based on 42,423,294
Class "A" Ordinary Shares issued and outstanding as of August 31,
2003, plus the Class "A" Ordinary Shares issuable upon the
conversion of all of the $15,000,000 of the 3.00% Convertible
Notes due January 2007.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO - Limited Liability Company
_______________________________________________________________________
/1/ See Footnote 1 in Item 4.
** SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge International LLC - not applicable
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
_______________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
$12,000,000 of 3.00% Convertible Notes due January 2007
(convertible into 3,380,282 Class "A" Ordinary Shares)/1/
The right to acquire up to an additional $3,000,000 of
3.00% Convertible Notes due January 2007 (convertible into
750,000 Class "A" Ordinary Shares)/1/
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
See Row 6 above.
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
See Row 6 above.
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
Approximately 7.34% as of the date of filing of this statement.
(Based on 42,423,294 Class "A" Ordinary Shares issued and
outstanding as of August 31, 2003, plus the Class "A" Ordinary
Shares issuable upon the conversion of the 3.00% Convertible
Notes due January 2007.)
Approximately 8.87% after giving effect to the right to acquire
the additional $3,000,000 of the 3.00% Convertible Notes due
January 2007 referred to in Row 6 above. (Based on 42,423,294
Class "A" Ordinary Shares issued and outstanding as of August 31,
2003, plus the Class "A" Ordinary Shares issuable upon the
conversion of all of the $15,000,000 of the 3.00% Convertible
Notes due January 2007.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO - Limited Liability Company
_______________________________________________________________________
/1/ See Footnote 1 in Item 4.
** SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Capital Corporation - not applicable
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
_______________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
$12,000,000 of 3.00% Convertible Notes due January 2007
(convertible into 3,380,282 Class "A" Ordinary Shares)/1/
The right to acquire up to an additional $3,000,000 of
3.00% Convertible Notes due January 2007 (convertible into
750,000 Class "A" Ordinary Shares)/1/
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
See Row 6 above.
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
See Row 6 above.
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
Approximately 7.34% as of the date of filing of this statement.
(Based on 42,423,294 Class "A" Ordinary Shares issued and
outstanding as of August 31, 2003, plus the Class "A" Ordinary
Shares issuable upon the conversion of the 3.00% Convertible
Notes due January 2007.)
Approximately 8.87% after giving effect to the right to acquire
the additional $3,000,000 of the 3.00% Convertible Notes due
January 2007 referred to in Row 6 above. (Based on 42,423,294
Class "A" Ordinary Shares issued and outstanding as of August 31,
2003, plus the Class "A" Ordinary Shares issuable upon the
conversion of all of the $15,000,000 of the 3.00% Convertible
Notes due January 2007.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
BD
_______________________________________________________________________
/1/ See Footnote 1 in Item 4.
** SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Capital Management, LLC - 13-3993048
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
_______________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
$12,000,000 of 3.00% Convertible Notes due January 2007
(convertible into 3,380,282 Class "A" Ordinary Shares)/1/
The right to acquire up to an additional $3,000,000 of
3.00% Convertible Notes due January 2007 (convertible into
750,000 Class "A" Ordinary Shares)/1/
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
See Row 6 above.
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
See Row 6 above.
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
Approximately 7.34% as of the date of filing of this statement.
(Based on 42,423,294 Class "A" Ordinary Shares issued and
outstanding as of August 31, 2003, plus the Class "A" Ordinary
Shares issuable upon the conversion of the 3.00% Convertible
Notes due January 2007.)
Approximately 8.87% after giving effect to the right to acquire
the additional $3,000,000 of the 3.00% Convertible Notes due
January 2007 referred to in Row 6 above. (Based on 42,423,294
Class "A" Ordinary Shares issued and outstanding as of August 31,
2003, plus the Class "A" Ordinary Shares issuable upon the
conversion of all of the $15,000,000 of the 3.00% Convertible
Notes due January 2007.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO - Limited Liability Company
_______________________________________________________________________
/1/ See Footnote 1 in Item 4.
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer
Trinity Biotech plc
(b) Address of Issuer's Principal Executive Offices:
IDA Business Park
Bray Co. Wicklow, Ireland
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
Smithfield Fiduciary LLC
The Anchorage Centre, 2nd Floor
Harbor Drive, George Town,
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge International LLC
The Anchorage Centre, 2nd Floor
Harbor Drive, George Town,
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge Capital Corporation
The Anchorage Centre, 2nd Floor
Harbour Drive, George Town,
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: State of Delaware
(d) Title of Class of Securities
American Depositary Shares (representing Class "A" Ordinary Shares,
nominal value $0.0109)
(e) CUSIP Number 869438108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership
(a) Amount Beneficially Owned
$12,000,000 of 3.00% Convertible Notes due January 2007 (convertible into
3,380,282 Class "A" Ordinary Shares)/1/
The right to acquire up to an additional $3,000,000 of 3.00%
Convertible Notes due January 2007 (convertible into 750,000
Class "A" Ordinary Shares)/1/
(b) Percent of Class
Approximately 7.34% as of the date of filing of this statement.
(Based on 42,423,294 Class "A" Ordinary Shares issued and
outstanding as of August 31, 2003, plus the Class "A" Ordinary
Shares issuable upon the conversion of the 3.00% Convertible
Notes due January 2007 referred to in Item (a) above.)
Approximately 8.87% after giving effect to the right to acquire
the additional $3,000,000 of the 3.00% Convertible Notes due
January 2007 referred to in Row 6 above. (Based on 42,423,294
Class "A" Ordinary Shares issued and outstanding as of August 31,
2003, plus the Class "A" Ordinary Shares issuable upon the
conversion of all of the $15,000,000 of the 3.00% Convertible
Notes due January 2007 referred to in Item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
See item (a) above.
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition of
See item (a) above.
/1/ The securities reported herein include securities that the Reporting
Persons may acquire in the future through (i) the conversion of $12,000,000
of 3.00% Convertible Notes due January 2007 (the "Initial Convertible Notes"),
which may be converted by the Reporting Persons at any time prior to and
including January 1, 2007 (subject to extension under certain circumstances)
(the "Maturity Date") into 3,380,282 Class "A" Ordinary Shares as of the date
of this Schedule 13G at the conversion price described below, and (ii) the
right to acquire up to an additional $3,000,000 of 3.00% Convertible Notes due
January 2007 (the "Additional Convertible Notes") that can be issued (upon the
exercise of such right) pursuant to the Securities Purchase Agreement, dated as
of July 10, 2003, which, after being issued, may be converted by the Reporting
Persons at any time prior to and including the Maturity Date into 750,000
Class "A" Ordinary Shares as of the date of this Schedule 13G. The number of
Class "A" Ordinary Shares into which the Initial Convertible Notes are
convertible as of the date of this Schedule 13G is based on a conversion price
of $3.55. The number of shares of Common Stock into which the Additional
Convertible Notes are convertible as of the date of this Schedule 13G is based
on the conversion price of $4.00. The Initial Convertible Notes were issued
on July 10, 2003. The right of the holders of the Initial Convertible Notes
to acquire the Additional Convertible Notes is exercisable at any time on or
before the later of January 10, 2004 and the three month anniversary of the
effectiveness of the registration statement that registers for resale the
Class "A" Ordinary Shares issuable upon conversion of the Initial Convertible
Notes.
The Convertible Notes are subject to repayment by the Issuer in ten equal
quarterly installments on the first day of each calendar quarter beginning
October 1, 2004 (each, a "Quarterly Payment"). Each Quarterly Payment shall
be in the amount determined by dividing the remaining amount owing under the
Convertible Notes by the remaining number of Quarterly Payments. The Issuer
may elect to make the Quarterly Payments in cash or (subject to satisfaction
of certain conditions) in Class "A" Ordinary Shares. If the Issuer elects to
make Quarterly Payments in Class "A" Ordinary Shares, the number of shares
shall be determined by dividing the amount of the Quarterly Payment that the
Issuer has elected to pay in Class "A" Ordinary Shares by, at the Reporting
Person's election, either (i) the conversion price then in effect or (ii)
ninety seven percent (97%) of the arithmetic average of the volume weighted
average prices per American Depositary Receipt of the Issuer for the twenty
(20) trading days immediately preceding the applicable Quarterly Payment date.
The Conversion Price for the Initial Convertible Notes as of any conversion
date or other date of determination initially is $3.55 (subject to adjustment
stock splits, stock combinations, reclassifications and similar events).
The Conversion Price for the Additional Convertible Notes as of any conversion
date or other date of determination initially is $4.00 (subject to adjustment
stock splits, stock combinations, reclassifications and similar events).
Pursuant to the terms of the Convertible Notes, the Reporting Persons cannot
be "beneficial owners" of more than 9.99% of the Class "A" Ordinary Shares
within the meaning of Rule 13d-1 of the Act.
The form of Convertible Notes, the Securities Purchase Agreement pursuant to
which the Convertible Notes were acquired by the Reporting Persons and the
related transaction documents are filed as exhibits to the Issuer's Form 6-K
filed on July 11, 2003.
Item 5. Ownership of Five Percent or Less of a Class
Inapplicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
See Item 2 above.
Item 8. Identification and Classification of Members of the Group
Inapplicable
Item 9. Notice of Dissolution of Group
Inapplicable
Item 10. Certification
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
of 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.
Dated this 15th day of September, 2003
Smithfield Fiduciary LLC
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Director
Highbridge International LLC
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Director
Highbridge Capital Corporation
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Controller
Highbridge Capital Management, LLC
By: /s/ Ronald S. Resnick
-------------------------------------
Ronald S. Resnick, Managing Director