UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: LIFELINE SYSTEMS, INC.
Title of Class of Securities: COMMON STOCK $.02 PAR VALUE
CUSIP Number: 532192101
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ x ] Rule 13d-1(b)
[ ] 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).
1. Name of Reporting Person and S.S. or I.R.S. Identification
No of Above Person: Pequot Capital Management, Inc.
Tax ID: 06-1524885
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization:
Connecticut
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power: 745,025
6. Shared Voting Power: 0
7. Sole Dispositive Power: 745,025
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
745,025
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
11. Percent of Class Represented by Amount in Row (9): 11.80%
12. Type of Reporting Person: IA, CO
Item 1(a) Name of Issuer: LIFELINE SYSTEMS, INC.
1(b) Address of Issuer's Principal Executive Offices:
111 Lawrence Street, Framingham, Massachusetts 02139
Item 2(a)-(c). Name, Principal Business Address, and Citizenship of Persons
Filing:
Pequot Capital Management, Inc., 500 Nyala Farm Road, Westport,
CT, 06880, which is a Connecticut corporation.
(d) Title of Class of Securities: COMMON STOCK $.02 PAR VALUE
(e) CUSIP Number: 532192101
Item 3. This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).
Pequot Capital Management, Inc. is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
Ownership as of December 31, 2001 is incorporated by reference to items
(5) - (9) and (11) of the cover page of the reporting person.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The reporting person is an investment adviser registered under Section
203 of the Investment Advisers Act of 1940 and, as such, has beneficial
ownership of the shares which are the subject of this filing through the
investment discretion the reporting person exercises over its clients'
accounts. Although such clients do not have beneficial ownership of such
shares for purposes of Section 13 and Section 16 of the Securities
Exchange Act of 1934, one client of the reporting person, Pequot Scout
Fund, L.P., owns more than 5% of the issuer's outstanding securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of the Group.
Not applicable
Item 10.
By signing below, I certify that, to the best of my knowledge and belief, the
Securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purpose or
effect.
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 14, 2002
By: /s/ Kevin E. O'Brien
Title: Chief Operating Officer