SC 13D/A 1 file001.txt AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)(1) MCK COMMUNICATIONS, INC. ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK ------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 581243102 ------------------------------------------------------------------------------- (CUSIP NUMBER) 033 ASSET MANAGEMENT, LLC 125 HIGH STREET, SUITE 1405 BOSTON, MASSACHUSETTS 02110 ------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS) - with copies to - MICHAEL G. TANNENBAUM, ESQ. TANNENBAUM HELPERN SYRACUSE & HIRSCHTRITT 900 THIRD AVENUE - 13TH FLOOR NEW YORK, NEW YORK 10022 (212) 508-6700 SEPTEMBER 18, 2003 ------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 13d-7(b) for other parties to whom copies are to be sent. -------- (1) 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 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). ---------------------------------------- Page 1 of 5 Pages ----------------------------------------

* SEE INSTRUCTIONS BEFORE FILLING OUT!

ITEM 1 SECURITY AND ISSUER ------ ------------------- Title of Class of Securities ---------------------------- Common stock $.001 par value per share (the "Shares") Name and Address of Issuer -------------------------- MCK Communications, Inc. 117 Kendrick Street Needham, Massachusetts 02494 ITEM 2 IDENTITY AND BACKGROUND ------ ----------------------- (a) 033 Asset Management, LLC (the "Manager") (b) 125 High Street, Suite 1405 Boston, Massachusetts 02110 (c) The Manager serves as an investment manager to investment vehicles. (d) - (e) During the last five years, neither the Manager nor any of its principals, nor any family members of principals of the Manager who own, directly or beneficially, shares of the Issuer, to the best of its, his or her knowledge, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of the foregoing was or is 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. (f) Delaware, USA ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------ ------------------------------------------------- The Manager is the investment manager of (i) 033 Growth Partners I, L.P., (ii) 033 Growth Partners II, L.P., (iii) Oyster Pond Partners, L.P. and (iv) 033 Growth International Fund, Ltd. (together, the "Funds"). As of September 18, 2003, the Manager caused the Funds to purchase from their respective working capital an aggregate of 2,663,025 shares of the Issuer for the aggregate purchase price of $7,412,567.

Additionally, principals of the Manager and their family members owned, as of September 18, 2003, directly or beneficially, an aggregate of 221,420 shares of the Issuer which were purchased for an aggregate investment of $565,013 with their personal funds. The Manager disclaims any beneficial interest in these shares. ITEM 4 PURPOSE OF TRANSACTION ------ ---------------------- The Manager intends to evaluate the business and business prospects of the Issuer and its present and future interest in, and intentions with respect to, the Issuer, and in connection therewith may from time to time consult with management and other shareholders of the Issuer. Other than as described above, the Manager does not have any plans or proposals, which would result in any of the following: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

ITEM 5 INTEREST IN SECURITIES OF THE ISSUER ------ ------------------------------------ (a)-(b) The Manager may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 2,884,445 shares representing approximately 13.95% of the outstanding shares of the Issuer (based upon 20,679,479 shares outstanding as of September 18, 2003, as reported on the latest Quarterly Report on Form 10-Q of the Issuer) owned by the Funds, the Trust and the IRA. The Manager disclaims any economic interest or beneficial ownership of the shares covered by this Statement. (d) None. (d) Inapplicable. (e) Inapplicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT ------ --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER --------------------------- None. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS ------ -------------------------------- None. 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. September 23, 2003 ------------------ (Dated) /s/ Lawrence C. Longo --------------------- (Signature) Chief Operating Officer ----------------------- (Title)

MCK COMMUNICATIONS INC SC 13D/A