UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G/A
(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. 2)*
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)
December 31, 2004
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule 13G/A 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
_______________________________________________________________________
(5) SOLE VOTING POWER
NUMBER OF -0-
________________________________________________________
SHARES
(6) SHARED VOTING POWER
BENEFICIALLY $8,100,000 principal amount of 3.00% Convertible Notes
due January 2007 (convertible into 2,196,126 Class "A"
OWNED BY Ordinary Shares)/1/
EACH Warrants to purchase 188,235 Class "A" Ordinary Shares.
REPORTING 416,035 Class "A" Ordinary Shares
________________________________________________________
PERSON WITH
(7) SOLE DISPOSITIVE POWER
-0-
________________________________________________________
(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 4.9%. (Based on 54,748,831 Class "A" Ordinary
Shares issued and outstanding as of September 30, 2004, plus the
Class "A" Ordinary Shares issuable upon the conversion of the
3.00% Convertible Notes due January 2007 and upon exercise of the
warrants.)
_______________________________________________________________________
(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
_______________________________________________________________________
(5) SOLE VOTING POWER
NUMBER OF -0-
________________________________________________________
SHARES
(6) SHARED VOTING POWER
BENEFICIALLY $8,100,000 principal amount of 3.00% Convertible Notes
due January 2007 (convertible into 2,196,126 Class "A"
OWNED BY Ordinary Shares)/1/
EACH Warrants to purchase 188,235 Class "A" Ordinary Shares.
REPORTING 416,035 Class "A" Ordinary Shares
________________________________________________________
PERSON WITH
(7) SOLE DISPOSITIVE POWER
-0-
________________________________________________________
(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 4.9%. (Based on 54,748,831 Class "A" Ordinary
Shares issued and outstanding as of September 30, 2004, plus the
Class "A" Ordinary Shares issuable upon the conversion of the
3.00% Convertible Notes due January 2007 and upon exercise of the
warrants.)
_______________________________________________________________________
(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
_______________________________________________________________________
(5) SOLE VOTING POWER
NUMBER OF -0-
________________________________________________________
SHARES
(6) SHARED VOTING POWER
BENEFICIALLY $8,100,000 principal amount of 3.00% Convertible Notes
due January 2007 (convertible into 2,196,126 Class "A"
OWNED BY Ordinary Shares)/1/
EACH Warrants to purchase 188,235 Class "A" Ordinary Shares.
REPORTING 416,035 Class "A" Ordinary Shares
________________________________________________________
PERSON WITH
(7) SOLE DISPOSITIVE POWER
-0-
________________________________________________________
(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 4.9%. (Based on 54,748,831 Class "A" Ordinary
Shares issued and outstanding as of September 30, 2004, plus the
Class "A" Ordinary Shares issuable upon the conversion of the
3.00% Convertible Notes due January 2007 and upon exercise of the
warrants.)
_______________________________________________________________________
(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 - 20-1901985
_______________________________________________________________________
(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
_______________________________________________________________________
(5) SOLE VOTING POWER
NUMBER OF -0-
________________________________________________________
SHARES
(6) SHARED VOTING POWER
BENEFICIALLY $8,100,000 principal amount of 3.00% Convertible Notes
due January 2007 (convertible into 2,196,126 Class "A"
OWNED BY Ordinary Shares)/1/
EACH Warrants to purchase 188,235 Class "A" Ordinary Shares.
REPORTING 416,035 Class "A" Ordinary Shares
________________________________________________________
PERSON WITH
(7) SOLE DISPOSITIVE POWER
-0-
________________________________________________________
(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 4.9%. (Based on 54,748,831 Class "A" Ordinary
Shares issued and outstanding as of September 30, 2004, plus the
Class "A" Ordinary Shares issuable upon the conversion of the
3.00% Convertible Notes due January 2007 and upon exercise of the
warrants.)
_______________________________________________________________________
(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)
Glenn Dubin
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________
(5) SOLE VOTING POWER
NUMBER OF -0-
________________________________________________________
SHARES
(6) SHARED VOTING POWER
BENEFICIALLY $8,100,000 principal amount of 3.00% Convertible Notes
due January 2007 (convertible into 2,196,126 Class "A"
OWNED BY Ordinary Shares)/1/
EACH Warrants to purchase 188,235 Class "A" Ordinary Shares.
REPORTING 416,035 Class "A" Ordinary Shares
________________________________________________________
PERSON WITH
(7) SOLE DISPOSITIVE POWER
-0-
________________________________________________________
(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 4.9%. (Based on 54,748,831 Class "A" Ordinary
Shares issued and outstanding as of September 30, 2004, plus the
Class "A" Ordinary Shares issuable upon the conversion of the
3.00% Convertible Notes due January 2007 and upon exercise of the
warrants.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_______________________________________________________________________
/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)
Henry Swieca
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________
(5) SOLE VOTING POWER
NUMBER OF -0-
________________________________________________________
SHARES
(6) SHARED VOTING POWER
BENEFICIALLY $8,100,000 principal amount of 3.00% Convertible Notes
due January 2007 (convertible into 2,196,126 Class "A"
OWNED BY Ordinary Shares)/1/
EACH Warrants to purchase 188,235 Class "A" Ordinary Shares.
REPORTING 416,035 Class "A" Ordinary Shares
________________________________________________________
PERSON WITH
(7) SOLE DISPOSITIVE POWER
-0-
________________________________________________________
(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 4.9%. (Based on 54,748,831 Class "A" Ordinary
Shares issued and outstanding as of September 30, 2004, plus the
Class "A" Ordinary Shares issuable upon the conversion of the
3.00% Convertible Notes due January 2007 and upon exercise of the
warrants.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_______________________________________________________________________
/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 Cayman Corporate Centre, 4th Floor
27 Hospital Road
George Town
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge International LLC
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
George Town
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge Capital Corporation
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
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
Glenn Dubin
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
Henry Swieca
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
(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
$8,100,000 of 3.00% Convertible Notes due January 2007
(convertible into 2,196,126 Class "A" Ordinary Shares)/1/
Warrants to purchase 188,235 Class "A" Ordinary Shares.
416,035 Class "A" Ordinary Shares
(b) Percent of Class
Approximately 4.9%. (Based on 54,748,831 Class "A" Ordinary Shares
issued and outstanding as of September 30, 2004, plus the Class "A"
Ordinary Shares issuable upon the conversion of the 3.00% Convertible
Notes due January 2007 and upon exercise of the warrants 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 $5,400,000
of 3.00% Convertible Notes due January 2007 (the "Initial Convertible Notes")
issued on July 10, 2003, 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 1,521,126 Class "A" Ordinary
Shares as of December 31, 2004 at the conversion price described below, (ii)
the conversion of an additional $2,700,000 of 3.00% Convertible
Notes due January 2007 (the "Additional Convertible Notes"), issued on March
1, 2004, which may be converted by the Reporting Persons at any time prior to
and including the Maturity Date into 675,000 Class "A" Ordinary Shares as of
December 31, 2004 at the conversion price described below and (iii) warrants
exercisable for 188,235 Class "A" Ordinary Shares (the "Warrants") at an
exercise price of $5.25 issued on January 6, 2004. The number of Class "A"
Ordinary Shares into which the Initial Convertible Notes are convertible as
of December 31, 2004 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 December 31, 2004 is based on a conversion price of $4.00.
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 as a result of a conversion of the
Convertible Notes.
Highbridge Capital Management, LLC is the trading manager of Highbridge
International LLC and Highbridge Capital Corporation. Glenn Dubin is a
Managing Partner of Highbridge Capital Management, LLC. Henry Swieca is a
Managing Partner of Highbridge Capital Management, LLC. Smithfield Fiduciary
LLC is a wholly-owned subsidiary of Highbridge International LLC which is a
wholly-owned subsidiary of Highbridge Capital Corporation, a broker/dealer.
The foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of shares of Common Stock owned
by another Reporting Person.
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 [X].
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
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.
Dated this 11th day of February, 2005
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 Partner
/s/ Glenn Dubin
-------------------------------------
GLENN DUBIN
/s/ Henry Swieca
-------------------------------------
HENRY SWIECA
Exhibit Index
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Exhibit Description
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1 Joint Filing Agreement