UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 5)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PURADYN FILTER TECHNOLOGIES INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
746091107
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 14, 2006
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.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 Rule ss.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).
Continued on following page(s)
Page 1 of 9 Pages
CUSIP NO. 746091107 PAGE 2 OF 9 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Quantum Industrial Partners LDC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 4,570,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,570,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
18.0%
14 Type of Reporting Person (See Instructions)
OO, IV
CUSIP NO. 746091107 PAGE 3 OF 9 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH Management Investor, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
6 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 4,570,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,570,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
18.0%
14 Type of Reporting Person (See Instructions)
PN; IA
CUSIP NO. 746091107 PAGE 4 OF 9 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH Management LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
7 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 4,570,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,570,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
18.0%
14 Type of Reporting Person (See Instructions)
OO
CUSIP NO. 746091107 PAGE 5 OF 9 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
8 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 4,570,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,570,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
18.0%
14 Type of Reporting Person (See Instructions)
OO, IA
CUSIP NO. 746091107 PAGE 6 OF 9 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
9 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 4,570,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,570,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,570,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
18.0%
14 Type of Reporting Person (See Instructions)
IA
CUSIP NO. 746091107 PAGE 7 OF 9 PAGES
This Amendment No. 5 to Schedule 13D relates to shares of common stock, par
value $0.001 per share (the "Shares"), of Puradyn Filter Technologies Inc. (the
"Issuer"). This Amendment No. 5 supplementally amends the initial statement on
Schedule 13D, dated June 30, 1997 (the "Initial Statement"), filed by the
Reporting Persons (as defined herein). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Initial Statement. The
Initial Statement is supplementally amended as follows.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
(i) Quantum Industrial Partners LDC ("QIP");
(ii) QIH Management Investor, L.P. ("QIHMI");
(iii) QIH Management LLC ("QIH Management");
(iv) Soros Fund Management LLC ("SFM LLC"); and
(v) Mr. George Soros ("Mr. Soros").
This Statement relates to the Shares held for the accounts of QIP. QIHMI is
a minority shareholder of, and is vested with investment discretion with respect
to portfolio assets held for the account of, QIP. The sole general partner of
QIHMI is QIH Management. SFM LLC is the sole managing member of QIH Management.
Mr. Soros is the Chairman of SFM LLC.
On December 27, 2002, Mr. Soros appealed a decision of the 11e Chambre du
Tribunal Correctionnel in Paris, France that fined him 2.2 million euros on
December 20, 2002 based on a finding of insider trading with respect to trading
in securities of Societe Generale in 1988. On March 24, 2005, the Paris Court of
Appeal affirmed the decision of the 11e Chambre du Tribunal Correctionnel and on
June 14, 2006 the Cour de Cassation upheld such decision, but ordered the Court
of Appeal to determine whether the fine should be reduced. Mr. Soros intends to
appeal this decision to the European Court of Justice.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
According to information provided by the Issuer in its most recent
quarterly report on Form 10-Q, the number of Shares outstanding on May 12, 2006
was 25,349,432.
(a) (i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be
deemed the beneficial owner for purposes of Section 13(d) of the Securities
Exchange Act of 1934 of 4,570,000 Shares. Such Shares represent approximately
18.0% of the issued and outstanding Shares.
(b) (i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be
deemed to have the sole power to direct the voting and disposition of the
4,570,000 Shares held for the account of QIP.
(c) There have been no transactions effected with respect to the Shares
since April 22, 2006 (sixty days prior to the date hereof) by any of the
Reporting Persons.
CUSIP NO. 746091107 PAGE 8 OF 9 PAGES
(d) The shareholders of QIP, including Quantum Industrial Holdings, Ltd., a
British Virgin Islands international business company, have the right to
participate in the receipt of dividends from, or proceeds from the sales of, the
Shares held for the account of QIP in accordance with their ownership interests
in QIP.
(e) Not applicable.
CUSIP NO. 746091107 PAGE 9 OF 9 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: June 21, 2006 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Jay Schoenfarber
-----------------------------------------------
Name: Jay Schoenfarber
Title: Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jay Schoenfarber
-------------------------------------------
Name: Jay Schoenfarber
Title: Assistant General Counsel
QIH MANAGEMENT LLC
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jay Schoenfarber
-------------------------------------------
Name: Jay Schoenfarber
Title: Assistant General Counsel
SOROS FUND MANAGEMENT LLC
By: /s/ Jay Schoenfarber
----------------------------------------------
Name: Jay Schoenfarber
Title: Assistant General Counsel
GEORGE SOROS
By: /s/ Jay Schoenfarber
----------------------------------------------
Name: Jay Schoenfarber
Title: Attorney-in-Fact