UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._3_)
Response Genetics, Inc.
(Name of Issuer)
Common Stock, .01 Par Value
(Title of Class of Securities)
761230105
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, N.J. 07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See sections
240.13d-7 for other parties to whom copies are to be sent.
*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).
Cusip No. 761230105
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 3,350,174*
Owned by Each
Reporting Person with 9. Sole Dispositive Power: 0*
10.Shared Dispositive Power: 3,350,174*
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,350,174 *
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 21.9% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (Marxe) and David M.
Greenhouse (Greenhouse). Marxe and Greenhouse share sole voting and
investment power over 1,158,651 shares of Common Stock owned by Special
Situations Cayman Fund, L.P., 1,065,351 shares of Common Stock owned by
Special Situations Fund III QP, L.P., and 1,126,172 shares of Common
Stock owned by Special Situations Life Sciences Fund, L.P. See Items 2
and 5 of this Schedule 13D, as amended, for additional information.
Item 1. Security and Issuer.
This schedule relates to the common stock of Response
Genetics, Inc. (the Issuer). The Issuer's principal executive
officers are located at 1640 Marengo Street, Los Angeles, CA 90033.
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (Marxe)
and David M. Greenhouse (Greenhouse), who are the controlling
principals of AWM Investment Company, Inc. (AWM), the general partner
of and investment adviser to Special Situations Cayman Fund, L.P.
(Cayman). AWM serves as the general partner of MGP Advisers Limited
Partnership (MGP), the general partner of Special Situations Fund III
QP, L.P. (SSFQP). Marxe and Greenhouse are also members of LS
Advisers, L.L.C. (LS), the general partner of Special Situations Life
Sciences Fund, L.P. (SSLS). AWM also serves as the investment adviser
to SSFQP and SSLS. (SSFQP, Cayman, and SSLS will hereafter be referred
to as, the Funds).
The principal office and business address of the Reporting
Persons is 527 Madison Avenue, Suite 2600, New York, NY 10022.
The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have either of them been a party to any civil
proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase
the securities referred to in this Schedule.
Item 4. Purpose of Transaction.
AWM believes that the securities referred to in this
Schedule are undervalued and that the Issuer has underperformed and has
not provided sufficient value to its shareholders. AWM is
considering any and all action appropriate to realize the value it
believes is inherent in the securities. Specifically, AWM intends to
exchange views with other shareholders concerning the strategic
direction of the Issuer and the composition of the Issuer's Board of
Directors and possibly to exchange such views with the Issuer's
management and Board of Directors. In addition, the Funds may seek the
election of the Funds' principals and/or others on the Issuer's Board of
Directors. Depending upon AWM's view of the Issuer's business and
financial prospects and general market conditions, the Funds may
purchase additional shares of Common Stock or dispose of shares of
Common Stock at any time or from time to time.
Item 5. Interest in Securities of the Issuer.
Cayman owns 1,158,651 shares of common stock or 7.6% of the
shares outstanding. SSFQP owns 1,065,351 shares of common stock or 7.0%
of the shares outstanding. SSLS owns 1,126,172 shares of common stock
or 7.4% of the shares outstanding. Marxe and Greenhouse share the power
to vote and direct the disposition of all shares of common stock owned
by each of the Funds. Messrs. Marxe and Greenhouse are deemed to
beneficially own a total of 3,350,174 shares of common stock or 21.9% of
the outstanding shares.
On December 18, 2009, the Special Situations Life Sciences
Fund, L. P. sold 1,027 shares at $1.15 per share in an open market
transaction. There were no other transactions during the sixty days
preceding the date of the event that requires the filing of this
statement.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
No other contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Company
between Messrs. Marxe and Greenhouse and any other individual or entity
named in item 2 hereof.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
Exhibit B: Letter to the Board
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.
Date: February 18, 2010
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT A
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the
Schedule 13D amendment number 3, to which this agreement is attached is
filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
EXHIBIT B
Dear Board Members:
Kathleen Danenberg, CEO of Response Genetics, indicated to us that she
was considering a share offering for as much as five million dollars of
common stock at or near the current market price ($1.26 as of this
writing.)
As the company's largest shareholder, we feel that this action is ill-
advised and is not in the best interests of the company or its
shareholders, and is substantially dilutive to the existing shareholders,
and that the board would not be fulfilling its fiduciary duty by
approving the offering.
Given the impressive ramp in sales over the past few months, the growth
in the number of physicians and hospitals as customers and the general
movement towards more personalized medicine, particularly in oncology, we
feel the company's current share price is undervalued, and that selling a
large block of stock at this valuation is wrong for the company and its
current shareholders. We urge the company's management to more formally
reach out to the investment community, potentially with the assistance of
an investment bank, or to consider other financing vehicles that would
not dilute the holdings of existing shareholders. We are available to
offer advice and assistance in this effort. We would also consider
participating in a subsequent financing if the terms more appropriately
reflect the company's value.
Thank you. We look forward to your timely response.