SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.___)*
Exact Sciences Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
30063P105
(CUSIP Number)
December 16, 2005
(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
disclosures provided in a prior cover page.
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 ("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).
(Continued on the Following Pages)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma International L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,516,646
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,516,646
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,516,646
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.76%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Donald Sussman
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,516,646
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,516,646
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,516,646
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.76%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MAK Capital One L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,516,646
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,516,646
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,516,646
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.76%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MAK Capital Fund LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
117,880
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
117,880
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,880
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.45%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael A. Kaufman
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,634,526
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,634,526
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,634,526
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.21%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This report reflects the shares of Common Stock (as defined below) beneficially
owned by the Reporting Persons (as defined below) as of December 26, 2005.
ITEM 1(a). Name of Issuer:
Exact Sciences Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
100 Campus Drive
Marlborough, Massachusetts 01752
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are: Paloma
International L.P., a Delaware limited partnership ("Paloma"), S. Donald Sussman
("Mr. Sussman"), MAK Capital One L.L.C., a Delaware limited liability company
("MAK Capital"), MAK Capital Fund LP, a Bermuda limited partnership ("MAK
Fund"), and Michael A. Kaufman ("Mr. Kaufman," and collectively, the "Reporting
Persons").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address for Paloma is Two American Lane, Greenwich,
Connecticut 06836.
The principal business address for Mr. Sussman is 6100 Red Hook Quarter,
18B, Suites C, 1-6, St. Thomas, United States Virgin Islands 00802.
The principal business address for MAK Fund is c/o Dundee Leeds Management
Services Ltd., 129 Front Street, Hamilton, HM 12, Bermuda.
The principal business address for each of MAK Capital and Mr. Kaufman is
590 Madison Avenue, 9th Floor, New York, New York 10022.
Item 2(c). Citizenship:
Paloma is a Delaware limited partnership.
MAK Capital is a Delaware limited liability company.
MAK Fund is a Bermuda limited partnership.
Mr. Sussman and Mr. Kaufman are citizens of the United States.
Item 2(d). Title of Class of Securities
Common Stock, $.01 par value (the "Common Stock").
Item 2(e). CUSIP Number: 30063P105
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(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.
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(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.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons collectively beneficially own 1,634,526 shares
of Common Stock.
(b) Percent of class:
The Reporting Persons have beneficial ownership of 1,634,526 shares of
Common Stock constituting 6.21% of all of the outstanding shares of
Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote
Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared
power to vote or direct the vote of the 1,516,646 shares of
Common Stock owned by Paloma.
MAK Fund and Mr. Kaufman have shared power to vote or direct
the vote of the 117,880 shares of Common Stock owned by MAK
Fund.
(iii) Sole power to dispose or to direct the disposition of
Not applicable.
(iv) Shared power to dispose or to direct the disposition of
Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared
power to dispose or direct the disposition of the 1,516,646
shares of Common Stock owned by Paloma.
MAK Fund and Mr. Kaufman have shared power to dispose or
direct the disposition of the 117,880 shares of Common Stock
owned by MAK Fund.
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 Persons have 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.
Paloma holds its 1,516,646 shares of Common Stock that it beneficially owns
through its wholly-owned subsidiary, Sunrise Partners Limited Partnership, a
Delaware limited partnership.
Item 8. Identification and Classification of Members of the Group.
See Exhibit B attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: December 27, 2005
PALOMA INTERNATIONAL L.P.
By: Paloma GP LLC, general partner
By: /s/ Michael J. Berner
---------------------
Michael J. Berner
Vice President
/s/ S. Donald Sussman
----------------------
S. Donald Sussman
MAK CAPITAL ONE L.L.C.
By: /s/ Michael A. Kaufman
----------------------
Michael A. Kaufman
Managing Member
MAK CAPITAL FUND LP
By: MAK GP LLC, general partner
By: /s/ Michael A. Kaufman
----------------------
Michael A. Kaufman
Managing Member
/s/ Michael A. Kaufman
----------------------
Michael A. Kaufman
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Exact Sciences Corporation dated December 27,
2005 is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: December 27, 2005
PALOMA INTERNATIONAL L.P.
By: Paloma GP LLC, general partner
By: /s/ Michael J. Berner
---------------------
Michael J. Berner
Vice President
/s/ S. Donald Sussman
----------------------
S. Donald Sussman
MAK CAPITAL ONE L.L.C.
By: /s/ Michael A. Kaufman
----------------------
Michael A. Kaufman
Managing Member
MAK CAPITAL FUND LP
By: MAK GP LLC, general partner
By: /s/ Michael A. Kaufman
----------------------
Michael A. Kaufman
Managing Member
/s/ Michael A. Kaufman
----------------------
Michael A. Kaufman
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
Paloma International L.P.
S. Donald Sussman
MAK Capital One L.L.C.
MAK Capital Fund LP
Michael A. Kaufman