SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
Natus Medical Incorporated
--------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
639050103
--------------
(CUSIP Number)
May 20, 2005
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(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).
SCHEDULE 13G
CUSIP NO. 639050103 Page 2 of 6
_____________________________________________________________________________
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
1
The Pinnacle Fund, L.P., a Texas limited partnership
75-2512784
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,037,126 shares of Common Stock
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,037,126 shares of Common Stock
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,126 shares of Common Stock
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
PN
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 639050103 Page 3 of 6
_____________________________________________________________________________
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
1
Barry M. Kitt
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,037,126 shares of Common Stock
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,037,126 shares of Common Stock
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,126 shares of Common Stock
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
SCHEDULE 13G
CUSIP NO. 639050103 Page 4 of 6
Item 1(a). Name of Issuer:
Natus Medical Incorporated (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
1501 Industrial Road
San Carlos, CA 94070
Items 2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office and
Citizenship:
This Schedule 13G is being filed on behalf of The Pinnacle Fund,
L.P. and Barry M. Kitt, as joint filers (collectively, the
"Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement,
a copy of which is filed with this Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this
Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of the Reporting Persons is 4965
Preston Park Blvd., Suite 240, Plano, TX 75093. For citizenship,
see Item 4 of each cover page.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2(e). CUSIP Number:
639050103
Item 3. Not applicable
Item 4. Ownership.
(a) Amount beneficially owned:
1,037,126 shares of Common Stock*
(b) Percent of class:
Based on 17,228,671 shares of Common Stock of the Issuer
outstanding as of May 5, 2005, as indicated in the Issuer's
Form 10-Q for the period ended March 31, 2005, the Reporting
Persons hold approximately 6.0%* of the Common Stock of the
Issuer.
SCHEDULE 13G
CUSIP NO. 639050103 Page 5 of 6
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 1,037,126
shares of Common Stock*
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
1,037,126 shares of Common Stock*
(iv) Shared power to dispose of or direct the disposition
of: 0
*This statement is filed on behalf of The Pinnacle Fund, L.P.
("Pinnacle") and Barry M. Kitt. Pinnacle Advisers, L.P.
("Advisers") is the general partner of Pinnacle. Pinnacle Fund
Management, LLC ("Management") is the general partner of
Advisers. Mr. Kitt is the sole member of Management. As of May
27, 2005, Pinnacle was the beneficial owner of 1,037,126 shares
of Common Stock. Mr. Kitt may be deemed to be the beneficial
owner of the shares of Common Stock beneficially owned by
Pinnacle. Mr. Kitt expressly disclaims beneficial ownership of
all shares of Common Stock beneficially owned by Pinnacle.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
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 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 a Group.
Not applicable
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.
SCHEDULE 13G
CUSIP NO. 639050103 Page 6 of 6
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: May 27, 2005
THE PINNACLE FUND, L.P.
By: Pinnacle Advisers, L.P., its general partner
By: Pinnacle Fund Management, LLC, its general
partner
By: /s/ Barry M. Kitt
------------------------------
Barry M. Kitt, its sole member
/s/ Barry M. Kitt
----------------------------------
Barry M. Kitt
SCHEDULE 13G
CUSIP NO. 639050103
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
1,037,126 shares of Common Stock of Natus Medical Incorporated and further agree
that this Joint Filing Agreement shall be included as an exhibit to such joint
filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on May 27, 2005.
THE PINNACLE FUND, L.P.
By: Pinnacle Advisers, L.P., its general partner
By: Pinnacle Fund Management, LLC, its general
partner
By: /s/ Barry M. Kitt
------------------------------
Barry M. Kitt, its sole member
/s/ Barry M. Kitt
----------------------------------
Barry M. Kitt