UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
CHEMBIO DIAGNOSTICS,
INC.
(Name of
Issuer)
Common Stock, $0.01 par
value per share
(Title of
Class of Securities)
163572100
(CUSIP
Number)
February 24,
2010
(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).
**
This Statement on Schedule 13G is being filed pursuant to Rule 13d-1(h) and
relates to the previous Statement on Schedule 13D filed on December 7, 2007 and
Statement on Schedule 13D Amendment No. 1 filed on December 21,
2007.
Continued
on following pages
Page 1 of
14 Pages
Exhibit
Index: Page 13
Schedule
13G
|
CUSIP No.:
163572100
|
Page 2
of 14 Pages
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
CRESTVIEW
CAPITAL MASTER, L.L.C.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
|||
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole Voting Power |
0
|
|
|
6.
|
Shared Voting Power |
0
|
||
|
7.
|
Sole Dispositive Power |
0
|
||
|
8.
|
Shared Dispositive Power |
0
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
-0-
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
based on 61,944,901 shares outstanding as of November 4,
2009.
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|||
|
12.
|
Type
of Reporting Person:
OO
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|||
Schedule
13G
|
CUSIP No.:
163572100
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Page 3
of 14 Pages
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
CRESTVIEW
CAPITAL PARTNERS, L.L.C.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
Illinois
|
|||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole Voting Power |
-0-
|
|
|
6.
|
Shared Voting Power |
3,356,040
|
||
|
7.
|
Sole Dispositive Power |
-0-
|
||
|
8.
|
Shared Dispositive Power |
3,356,040
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,356,040
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.42%
based on 61,944,901 shares outstanding as of November 4,
2009.
|
|||
|
12.
|
Type
of Reporting Person:
OO
|
|||
Schedule
13G
|
CUSIP No.:
163572100
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Page 4
of 14 Pages
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
CRESTVIEW
CAPITAL OFFSHORE FUND, INC.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
Bahamas
|
|||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole Voting Power |
-0-
|
|
|
6.
|
Shared Voting Power |
3,356,040
|
||
|
7.
|
Sole Dispositive Power |
-0-
|
||
|
8.
|
Shared Dispositive Power |
3,356,040
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,356,040
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.42%
based on 61,944,901 shares outstanding as of November 4,
2009.
|
|||
|
12.
|
Type
of Reporting Person:
OO
|
|||
Schedule
13G
|
CUSIP No.:
163572100
|
Page 5
of 14 Pages
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
DANIEL
I. WARSH
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
United States of Amercia
|
|||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole Voting Power |
102,796
|
|
|
6.
|
Shared Voting Power |
3,356,040
|
||
|
7.
|
Sole Dispositive Power |
102,796
|
||
|
8.
|
Shared Dispositive Power |
3,356,040
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,458,836
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.58%
based on 61,944,901 shares outstanding as of November 4,
2009.
|
|||
|
12.
|
Type
of Reporting Person:
IN
|
|||
Schedule
13G
|
CUSIP No.:
163572100
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Page 6
of 14 Pages
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
ROBERT
M. HOYT
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
United States of America
|
|||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole Voting Power |
679,268
|
|
|
6.
|
Shared Voting Power |
3,356,040
|
||
|
7.
|
Sole Dispositive Power |
679,268
|
||
|
8.
|
Shared Dispositive Power |
3,356,040
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,035,308
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.51%
based on 61,944,901 shares outstanding as of November 4,
2009.
|
|||
|
12.
|
Type
of Reporting Person:
IN
|
|||
Schedule
13G
|
CUSIP No.:
163572100
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Page 7
of 14 Pages
|
Item
1(a). Name
of Issuer:
Chembio Diagnostics, Inc. (the
“Issuer”).
Item
1(b). Address
of Issuer’s Principal Executive Offices:
3661 Horseblock Road, Medford, New York
11763
Item
2(a). Name
of Person Filing:
This
Statement is filed on behalf of each of the following persons (collectively, the
“Reporting Persons”):
i) Crestview Capital
Master, L.L.C. (“Crestview Master”);
ii) Crestview Capital Partners,
L.L.C. (“Crestview Partners”);
iii) Crestview Capital Offshore
Fund, Inc. (“Crestview Offshore”);
iv) Daniel I. Warsh (“Mr.
Warsh”); and
v) Robert M. Hoyt (“Mr.
Hoyt”)
This
Statement relates to Shares (as defined herein) held for the accounts of each of
Crestview Master, Crestview Offshore and Crestview Capital Fund III, L.P.
(“Crestview Fund III”), a Delaware limited partnership. Crestview
Partners is the sole manager of Crestview Master, the sole general partner of
Crestview Fund III, and the investment manager of Crestview
Offshore. Mr. Warsh is a director of Crestview Offshore and a manager
of Crestview Partners. Mr. Hoyt is a manager of Crestview
Partners. In such capacities, Mr. Warsh and Mr. Hoyt may be deemed to
have voting and dispositive powers over the shares held in the accounts of
Crestview Master, Crestview Offshore and Crestview Fund III.
Any
disclosures herein with respect to persons other than the Reporting Persons are
made on information and belief after making inquiry to the appropriate
party.
Item
2(b). Address
of Principal Business Office or, if None, Residence:
The
address of the principal business office of each of Crestview Master, Crestview
Partners, Mr. Warsh and Mr. Hoyt is c/o Crestview Capital Funds, 95 Revere
Drive, Suite A, Northbrook, IL 60062.
The
address of the principal business office of Crestview Offshore is c/o Genesis
Fund Services Limited, 4th Floor, 308 East Bay Street, P.O. Box N-9058, Nassau,
Bahamas.
Item
2(c). Citizenship:
i) Crestview Master is
a Delaware limited liability company;
ii) Crestview Partners is an
Illinois limited liability company;
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Page 8
of 14 Pages
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iii) Crestview Offshore is a Bahamian
international company;
iv) Mr. Warsh is a citizen
of the United States of America;
v) Mr. Hoyt is a citizen of
the United States of America.
Item
2(d). Title
of Class of Securities:
Common
Stock, $0.01 par value per share (the “Shares”)
Item
2(e). CUSIP
Number:
163572100
Item
3. If
This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check
Whether the Person Filing is a:
This Item
3 is not applicable.
Item
4. Ownership:
Item
4(a) Amount
Beneficially Owned
Crestview Fund III and Crestview
Offshore are “feeder funds” which invest substantially all of their capital into
Crestview Master. As of February 24, 2010, Crestview Master is
distributing all of the Shares that are currently held by Crestview Master to
its equity holders (including Crestview Fund III and Crestview Offshore) on a
pro rata basis based upon their respective interests in Crestview Master’s net
assets (the “First Distribution”). As a result of the First Distribution,
Crestview Fund III will receive 12,990,569 Shares (or 20.97% of the 61,944,901
total number of Shares outstanding) and Crestview Offshore will receive
3,356,040 (or 5.42% of the 61,944,901 total number of Shares outstanding) (in
each case, the total Shares outstanding is based upon information provided by
the Issuer in its recently filed quarterly report on Form 10-Q).
Immediately upon receipt of its pro rata portion of the Shares currently held by
Crestview Master, Crestview Fund III will be distributing its Shares to the
Crestview Fund III partners, pro rata based upon each partner’s equity interest
in Crestview Fund III (the “Second Distribution,” and together with the First
Distribution, the “Transaction”). As a result of the Second Distribution,
Crestview Fund III may be deemed to be the beneficial owner of 0 Shares.
The First and Second Distributions are two parts of the same overall Transaction
with the same overall purpose. As a result of the Transaction, as of
February 24, 2010:
(a) Crestview
Master may be deemed to be the beneficial owner of 0 Shares;
(b) Crestview
Partners may be deemed to be the beneficial owner of 3,356,040
Shares. This amount consists of: A) 0 Shares held for the account of
Crestview Master; B) 3,356,040 Shares held for the account of the Offshore Fund;
and C) 0 Shares held for the account of Crestview Fund III;
(c) Crestview
Offshore may be deemed to be the beneficial owner of 3,356,040 Shares held for
its account;
|
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Page 9
of 14 Pages
|
(d) Mr.
Warsh may be deemed to be the beneficial owner of 3,458,836 Shares held
individually and for the accounts of each of Crestview Master, Crestview
Offshore and Crestview Fund III. This amount consists of: A) 0 Shares
held for the account of Crestview Master; B) 3,356,040 Shares held for the
account of Crestview Offshore; C) 0 Shares held for the account of the Crestview
Fund III; and D) 102,796 Shares held individually.
(e) Mr.
Hoyt may be deemed to be the beneficial owner of 4,035,308 Shares held
individually and for the accounts of each of Crestview Master, Crestview
Offshore and Crestview Fund III. This amount consists of: A) 0 Shares
held for the account of Crestview Master; B) 3,356,040 Shares held for the
account of Crestview Offshore; C) 0 Shares held for the account of the Crestview
Fund III; and D) 679,268 Shares held individually.
Item
4(b) Percent
of Class:
(a) The
number of Shares of which Crestview Master may be deemed to be the beneficial
owner constitutes approximately 0% of the 61,944,901 total number of Shares
outstanding. (Based upon information provided by the Issuer in its
recently filed quarterly report on Form 10-Q there were approximately 61,944,901
Shares outstanding as of November 4, 2009).
(b) The
number of Shares of which Crestview Partners may be deemed to be the
beneficial owner constitutes approximately 5.42% of the 61,944,901 total number
of Shares outstanding. (Based upon information provided by the Issuer
in its recently filed quarterly report on Form 10-Q there were approximately
61,944,901 Shares outstanding as of November 4, 2009).
(c) The
number of Shares of which Crestview Offshore may be deemed to be the beneficial
owner constitutes approximately 5.42% of the 61,944,901 total number of Shares
outstanding. (Based upon information provided by the Issuer in its
recently filed quarterly report on Form 10-Q there were approximately 61,944,901
Shares outstanding as of November 4, 2009).
(d) The
number of Shares of which Mr. Warsh may be deemed to be the beneficial owner
constitutes approximately 5.58% of the 61,944,901 total number of Shares
outstanding. (Based upon information provided by the Issuer in its
recently filed quarterly report on Form 10-Q there were approximately 61,944,901
Shares outstanding as of November 4, 2009).
(e) The
number of Shares of which Mr. Hoyt may be deemed to be the beneficial owner
constitutes approximately 6.51% of the 61,944,901 total number of Shares
outstanding. (Based upon information provided by the Issuer in its
recently filed quarterly report on Form 10-Q there were approximately 61,944,901
Shares outstanding as of November 4, 2009).
Item
4(c) Number
of Shares of which such person has:
|
Crestview Master:
|
|
|
(i)
Sole power to vote or direct the vote:
|
0
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
|
Crestview Partners:
|
|
|
(i)
Sole power to vote or direct the vote:
|
0
|
|
|
Page 10
of 14 Pages
|
|
(ii)
Shared power to vote or direct the vote:
|
3,356,040
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
3,356,040
|
|
Crestview Offshore:
|
|
|
(i)
Sole power to vote or direct the vote:
|
0
|
|
(ii)
Shared power to vote or direct the vote:
|
3,356,040
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
3,356,040
|
|
Mr. Warsh:
|
|
|
(i)
Sole power to vote or direct the vote:
|
102,796
|
|
(ii)
Shared power to vote or direct the vote:
|
3,356,040
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
102,796
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
3,356,040
|
|
Mr. Hoyt:
|
|
|
(i)
Sole power to vote or direct the vote:
|
679,268
|
|
(ii)
Shared power to vote or direct the vote:
|
3,356,040
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
679,268
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
3,356,040
|
Item
5. Ownership
of Five Percent or Less of a Class:
This Item
5 is not applicable.
Item
6. Ownership
of More than Five Percent on Behalf of Another Person:
This Item
6 is not applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
|
This Item
7 is not applicable
Item
8. Identification
and Classification of Members of the Group:
See
disclosure in Item 2 hereof.
Item
9. Notice
of Dissolution of Group:
This Item
9 is not applicable.
|
|
Page 11
of 14 Pages
|
Item
10. Certification:
By
signing below each of the Reporting Persons certifies that, to the best of their
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.
|
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Page 12
of 14 Pages
|
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
25, 2010
|
CRESTVIEW
CAPITAL MASTER, L.L.C.
|
|
By: CRESTVIEW
CAPITAL PARTNERS, L.L.C.,
its
Sole Manager
|
|||
|
|
By:
|
/s/ Daniel I. Warsh | |
| Name: Daniel I. Warsh | |||
| Title: Manager | |||
|
Date: February
25, 2010
|
CRESTVIEW
CAPITAL PARTNERS, L.L.C.
|
|
|
By:
|
/s/ Daniel I. Warsh | |
| Name: Daniel I. Warsh | |||
| Title: Manager | |||
|
|
By:
|
/s/ Robert M. Hoyt | |
| Name: Robert M. Hoyt | |||
| Title: Manager | |||
|
Date: February
25, 2010
|
CRESTVIEW
CAPITAL OFFSHORE FUND, INC.
|
|
|
By:
|
/s/ Daniel I. Warsh | |
| Name: Daniel I. Warsh | |||
| Title: Director | |||
|
Date: February
25, 2010
|
DANIEL
I. WARSH
|
|
|
By:
|
/s/ Daniel I. Warsh | |
|
Date: February
25, 2010
|
ROBERT
M. HOYT
|
|
|
By:
|
/s/ Robert M. Hoyt | |
|
|
Page 13
of 14 Pages
|
EXHIBIT
INDEX
|
Ex.
|
Page No.
|
|
|
A
|
Joint
Filing Agreement, dated February 25, 2010 by and among the Reporting
Persons…………………………………………..
|
14
|
|
|
Page 14
of 14 Pages
|
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of Chembio Diagnostics, Inc. dated as of February 25, 2010 is, and
any amendments thereto (including amendments on Schedule 13D) signed by each of
the undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
|
Date: February
25, 2010
|
CRESTVIEW
CAPITAL MASTER, L.L.C.
|
|
By: CRESTVIEW
CAPITAL PARTNERS, L.L.C.,
its
Sole Manager
|
|||
|
|
By:
|
/s/ Daniel I. Warsh | |
| Name: Daniel I. Warsh | |||
| Title: Manager | |||
|
Date: February
25, 2010
|
CRESTVIEW
CAPITAL PARTNERS, L.L.C.
|
|
|
By:
|
/s/ Daniel I. Warsh | |
| Name: Daniel I. Warsh | |||
| Title: Manager | |||
|
|
By:
|
/s/ Robert M. Hoyt | |
| Name: Robert M. Hoyt | |||
| Title: Manager | |||
|
Date: February
25, 2010
|
CRESTVIEW
CAPITAL OFFSHORE FUND, INC.
|
|
|
By:
|
/s/ Daniel I. Warsh | |
| Name: Daniel I. Warsh | |||
| Title: Director | |||
|
Date: February
25, 2010
|
DANIEL
I. WARSH
|
|
|
By:
|
/s/ Daniel I. Warsh | |
|
Date: February
25, 2010
|
ROBERT
M. HOYT
|
|
|
By:
|
/s/ Robert M. Hoyt | |