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. )*
Endologix, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29266S106
(CUSIP Number)
January 26, 2006
(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 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 NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, 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
730,246
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
730,246
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
730,246
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%
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)
Elliott 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
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,095,370
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,095,370
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,370
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
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)
Elliott International Capital Advisors Inc.
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
1,095,370
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,095,370
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,370
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). Name of Issuer:
Endologix, Inc. ("Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
11 Studebaker
Irvine, California 92618
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are: Elliott
Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott
Associates"), Elliott International, L.P. ("Elliott International"), and Elliott
International Capital Advisors Inc. ("International Advisors" and collectively
with Elliott Associates and Elliott International, the "Reporting Persons").
Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a Delaware limited
partnership ("Capital Advisors"), which is controlled by Singer, and Elliott
Special GP, LLC, a Delaware limited liability company ("Special GP"), are the
general partners of Elliott. Hambledon, Inc. ("Hambledon") is the general
partner of Elliott International. International Advisors is the investment
manager for Elliott International. International Advisors expressly disclaims
equitable ownership of and pecuniary interest in any Common Stock.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The business address of Elliott Associates, International Advisors, Capital
Advisors, Singer and Special GP is 712 Fifth Avenue, 36th Floor, New York, New
York 10019.
The business address of Elliott International and Hambledon is c/o Bank of
Bermuda (Cayman) Limited, Strathvale House, North Church Street, George Town,
Grand Cayman, Cayman Islands, British West Indies.
Item 2(c). Citizenship:
Each of Elliott Associates and Capital Advisors is a limited partnership
formed under the laws of the State of Delaware.
Elliott International is a limited partnership formed under the laws of the
Cayman Islands, British West Indies.
International Advisors is a corporation formed under the laws of the State
of Delaware.
Special GP is a limited liability company formed under the laws of the
State of Delaware.
Hambledon is a corporation formed under the laws of the Cayman Islands,
British West Indies.
Singer is a U.S. citizen.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share ("Common Stock").
Item 2(e). CUSIP Number:
29266S106
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:
Elliott Associates beneficially owns 730,246 shares of Common Stock.
Elliott International and International Advisors together beneficially
own 1,095,370 shares of Common Stock.
Elliott Associates, Elliott International and International Advisors
together beneficially own an aggregate of 1,825,616 shares of Common
Stock.
(b) Percent of class:
Elliott Associates' beneficial ownership of 730,246 shares of Common
Stock constitutes 2.0% of all of the outstanding shares of Common
Stock.
Elliott International and International Advisors' aggregate beneficial
ownership of 1,095,370 shares of Common Stock constitutes 3.0% of all
of the outstanding shares of Common Stock.
Elliott Associates, Elliott International and International Advisors'
aggregate beneficial ownership of 1,825,616 shares of Common Stock
constitutes 5.1% of all 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
Elliott Associates has sole power to vote or direct the vote
of 730,246 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
Elliott International and International Advisors together
have shared power to vote or direct the vote of 1,095,370
shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of
Elliott Associates has sole power to dispose or direct the
disposition of 730,246 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of
Elliott International and International Advisors together
have shared power to dispose or direct the disposition of
1,095,370 shares of Common Stock.
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2(a) in lieu of an Exhibit for the identity of the Reporting
Persons.
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: February 6, 2006
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Endologix, Inc. dated February 6, 2006 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: February 6, 2006
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President