UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Exact Sciences Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
30063P105
(CUSIP Number)
Kenneth M. Luskin
Intrinsic Value Asset Management, Inc
127 Broadway St., Suite 202
Santa Monica, CA 90401
310-260-6484
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 28, 2008
(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. [ x ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 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).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
SEC 1746 (11-03)
CUSIP No. 30063P105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Intrinsic Value Asset Management, Inc.
IRS Identification No.: 95-4779707
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only.
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization: California
Number of 7. Sole Voting Power 2,159,361
Shares Bene- 8. Shared Voting Power
ficially by. 9. Sole Dispositive Power 2,159,361
Owned by Each 10. Shared Dispositive Power
Reporting Person
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 2,159,361
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 8.0%
14. Type of Reporting Person (See Instructions) IA
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kenneth M. Luskin
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only.
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization: USA.
Number of 7. Sole Voting Power 2,177,361
Shares Bene- 8. Shared Voting Power
ficially by. 9. Sole Dispositive Power 2,177,361
Owned by Each 10. Shared Dispositive Power
Reporting Person
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,177,361
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 8.0%
14. Type of Reporting Person (See Instructions) IN
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each person
required to sign the schedule itself - including each member of a group. Do not
include the name of a person required to be identified in the report but who is
not a reporting person. Reporting persons that are entities are also requested
to furnish their I.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING
WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check row
2(a). If the reporting person disclaims membership in a group or describes a
relationship with other persons but does not affirm the existence of a group,
please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1)
in which case it may not be necessary to check row 2(b)]
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be used in
making purchases as required to be disclosed pursuant to Item 3 of Schedule 13D
and insert the appropriate symbol (or symbols if more than one is necessary) in
row (4):
Category of Source Symbol
Subject Company (Company whose securities are being acquired) SC
Bank BK
Affiliate (of reporting person) AF
Working Capital (of reporting person) WC
Personal Funds (of reporting person) PF
Other OO
(5) If disclosure of legal proceedings or actions is required pursuant to either
Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization - Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of organization.
(See Item 2 of Schedule 13D.)
(7)-(11), (13) Aggregate Amount Beneficially Owned by Each Reporting Person,
etc. -- Rows (7) through (11) inclusive, and (13) are to be completed in
accordance with the provisions of Item 5 of Schedule 13D. All percentages are to
be rounded off to nearest tenth (one place after decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row (11)
does not include shares which the reporting person discloses in the report but
as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
(14) Type of Reporting Person -- Please classify each "reporting person"
according to the following breakdown and place the appropriate symbol (or
symbols, i.e., if more than one is applicable, insert all applicable symbols) on
the form:
Category Symbol
Broker-Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to an
item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by filing
either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can utilize
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
General Instructions
A. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without referring to the text of the
items. Answer every item. If an item is inapplicable or the answer is in the
negative, so state.
B. Information contained in exhibits to the statements may be incorporated by
reference in answer or partial answer to any item or sub-item of the statement
unless it would render such answer misleading, incomplete, unclear or confusing.
Material incorporated by reference shall be clearly identified in the reference
by page, paragraph, caption or otherwise. An express statement that the
specified matter is incorporated by reference shall be made at the particular
place in the statement where the information is required. A copy of any
information or a copy of the pertinent pages of a document containing such
information which is incorporated by reference shall be submitted with this
statement as an exhibit and shall be deemed to be filed with the Commission for
all purposes of the Act.
C. If the statement is filed by a general or limited partnership, syndicate, or
other group, the information called for by Items 2-6, inclusive, shall be given
with respect to (i) each partner of such general partnership; (ii) each partner
who is denominated as a general partner or who functions as a general partner of
such limited partnership; (iii) each member of such syndicate or group; and (iv)
each person controlling such partner or member. If the statement is filed by a
corporation or if a person referred to in (i), (ii), (iii) or (iv) of this
Instruction is a corporation, the information called for by the above mentioned
items shall be given with respect to (a) each executive officer and director of
such corporation; (b) each person controlling such corporation; and (c) each
executive officer and director of any corporation or other person ultimately in
control of such corporation.
Item 1. Security and Issuer
Exact Sciences Corp.
100 Campus Drive, Marlborough, MA 01752
Item 2. Identity and Background
(a) Name: Intrinsic Value Asset Management, Inc.
(b) Business Address: 127 Broadway St., Suite 202, Santa Monica, CA 90401
(c) Principal Business: Investment Adviser
(d) Criminal Proceedings: None
(e) Applicable Civil, Judicial, or Administrative Proceedings: None
(f) Citizenship: N/A
(a) Name: Kenneth M. Luskin
(b) Business Address: 127 Broadway St., Suite 202, Santa Monica, CA 90266
(c) Principal Business: President of Intrinsic Value Asset Management, Inc.
(d) Criminal Proceedings: None
(e) Applicable Civil, Judicial, or Administrative Proceedings: None
(f) Citizenship: USA
Item 3. Source and Amount of Funds or Other Consideration
Funds used for the acquisition of Common Stock of the Issuer were
Personal investment funds of Kenneth Luskin in the aggregate amount of
$34,740 with respect to 18,000 shares of Common Stock personally owned by
Mr. Luskin, and funds in the aggregate amount of $4,330,651 of advisory
clients of Intrinsic Value Asset Management, Inc., including funds of
IVAM Tech Fund, LP, a limited partnership of which it is a general partner,
with respect to 2,159,361 shares of Common Stock owned by such advisory
clients.
Item 4. Purpose of Transaction
The shares of the issuer were originally acquired for investment in the
ordinary course of business and neither with the purpose nor with the effect
of changing or influencing the control of the issuer. A Schedule 13G with
respect to such acquisition has been previously filed. Recently, the filing
person of this Schedule 13D communicated with the issuer and to members of its
board of directors great concerns about serious deficiencies in the management
of the issuer.
Over the last week, the filing person has come to the conclusion that the sale
of the Exact Sciences through a formal auction process, led by mergers and
acquisitions team from a highly reputable investment banking firm, is the best
and safest way to maximize shareholder value. Therefore, the filer is formally
requesting that the board of directors immediately retain an outside investment
firm to be charged with selling the company to the highest bidder in a process
to be conducted over a period not less than 30 days or more than 90 days.
Other than as described in this schedule 13d, the filing persons have no plans
or proposals of the type described in this schedule 13d.
Item 5. Interest in Securities of the Issuer
(a) As of February 28, 2008, the Reporting Persons beneficially owned
the following number of shares of the Company's Common Stock (the
approximate percentage of the shares of Common Stock owned as indicated in
percentages below is based on 27,088,000 shares of Common Stock Outstanding
on December 31, 2007 according to the Company's Form 8-K Quarterly Report
for the quarter ended December 31, 2007).
(i) Kenneth Luskin personally owned 18,000 shares (0.06%) and as the
control person of Intrinsic Value Asset Management, Inc.,
beneficially owned 2,177,361 shares (8.0%).
(ii) Intrinsic Value Asset Management, Inc. beneficially owned 2,159,361
shares (8.0%).
(iii) Total of the above is 2,177,361 shares (8.0%).
(b) The responses of the Reporting Persons to Items 7 through 11 of the
portions of the cover page of this Schedule 13D which relate to beneficial
ownership of shares of the Common Stock are incorporated herein by
reference.
(c) During the past sixty days the Reporting Persons sold a total of
188,953 shares of the Company's Common Stock for the aggregate amount of
$438,889.
(d) The shares of Common Stock to which this schedule relates, other
than the shares personally owned by Luskin, are held for the accounts of
investment advisory clients of Intrinsic Value Asset Management, Inc.
As a result, various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock. The ownership interest of any such account does not
relate to more than five percent of the Common Stock.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Intrinsic Value Asset Management, Inc manages the assets of its advisory
clients pursuant to investment advisory agreements which authorize it to
acquire and dispose of securities in its discretion and to exercise the
voting authority of such securities.
Item 7. Material to Be Filed as Exhibits
Not Applicable
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.
February 28, 2008
Date
Intrinsic Value Asset Management, Inc.
By: /s/ Kenneth Luskin
Kenneth Luskin, President
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Name, Title