SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on August 21, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
OPKO
Health, Inc.
(Name
of
Issuer)
Common
Stock, $0.01 par value
(Title
of
Class of Securities)
301610101
(CUSIP
Number)
Kate
Inman
4400
Biscayne Blvd.
Suite
1180
Miami,
FL 33137
(305)
575-4138
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August
8, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box o.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 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).
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CUSIP
No. 301610101
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1.
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NAMES
OF REPORTING PERSONS
Jane
Hsiao, Ph.D.
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|||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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|||
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4.
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SOURCE
OF FUNDS
PF
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e)
o
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|||
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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|||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
|
SOLE
VOTING POWER
|
24,134,111
shares*
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|
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8.
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SHARED
VOTING POWER
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0
shares
|
||
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9.
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SOLE
DISPOSITIVE POWER
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24,134,111
shares*
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||
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10.
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SHARED
DISPOSITIVE POWER
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0
shares
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||
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,134,111 shares*
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|||
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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|||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0
%
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14.
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TYPE
OF REPORTING PERSON
IN
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*Includes
vested warrants to purchase 2,936,580 Shares of Common Stock and vested options
to acquire 162,500 shares of Common Stock.
Page
1 of
8
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CUSIP
No. 301610101
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1.
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NAMES
OF REPORTING PERSONS
The
Chiin Hsiung Hsiao Family Trust A
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|||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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|||
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3.
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SEC
USE ONLY
|
|||
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4.
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SOURCE
OF FUNDS
OO
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|||
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5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e)
o
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|||
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
1,000,000
shares
|
|
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8.
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SHARED
VOTING POWER
|
0
shares
|
||
|
9.
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SOLE
DISPOSITIVE POWER
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1,000,000
shares
|
||
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10.
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SHARED
DISPOSITIVE POWER
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0
shares
|
||
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 shares
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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|||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5
%
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|||
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14.
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TYPE
OF REPORTING PERSON
OO
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|||
Page
2 of
8
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CUSIP
No. 301610101
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1.
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NAMES
OF REPORTING PERSONS
The
Chiin Hsiung Hsiao Family Trust B
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|||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
SOURCE
OF FUNDS
OO
|
|||
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5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e)
o
|
|||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
1,000,000
shares
|
|
|
8.
|
SHARED
VOTING POWER
|
0
shares
|
||
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9.
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SOLE
DISPOSITIVE POWER
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1,000,000
shares
|
||
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10.
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SHARED
DISPOSITIVE POWER
|
0
shares
|
||
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
shares
|
|||
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5
%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|||
Page
3 of
8
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CUSIP
No. 301610101
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1.
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NAMES
OF REPORTING PERSONS
Hsu
Gamma Investment, L.P.
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|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
SOURCE
OF FUNDS
AF
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|||
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e)
o
|
|||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
2,354,800
shares
|
|
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8.
|
SHARED
VOTING POWER
|
0
shares
|
||
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9.
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SOLE
DISPOSITIVE POWER
|
2,354,800
shares
|
||
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10.
|
SHARED
DISPOSITIVE POWER
|
0
shares
|
||
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11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,354,800
shares
|
|||
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12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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|||
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2
%
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|||
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14.
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TYPE
OF REPORTING PERSON
PN
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Page
4 of
8
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CUSIP
No. 301610101
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This
Amendment No. 1 (the “Amendment”) amends and supplements the statement on
Schedule 13D filed on February 14, 2008 (the “Original Schedule 13D”), by Jane
Hsiao, Ph.D. (“Dr. Hsiao”), The Chiin Hsiung Hsiao Family Trust A (“Trust A”)
and The Chiin Hsiung Hsiao Family Trust B (“Trust B”). This Amendment is filed
pursuant to the Joint Filing Agreement executed by the reporting persons and
filed as (Exhibit 1 to this Amendment.)
| Item 2. |
Identity
and Background
|
Item
2 is
deleted in its entirety and replaced with the following text:
This
Schedule 13D is being filed jointly by Jane Hsiao, Ph.D., an individual residing
in the State of Florida (“Dr. Hsiao”), The Chiin Hsiung Hsiao Family Trust A, a
trust formed under the laws of the State of Florida (“Trust A”), The Chiin
Hsiung Hsiao Family Trust B, a trust formed under the laws of the State of
Florida (“Trust B”) and Hsu Gamma Investment, L.P., a limited partnership formed
under the laws of the State of Florida (“Hsu Gamma”). Dr. Hsiao, Trust A, Trust
B and Hsu Gamma are collectively referred to herein as the “Reporting Persons.”
The principal business address of the Reporting Persons is 4400 Biscayne
Boulevard, Suite 1500, Miami, Florida 33137.
Dr.
Hsiao
is a United States citizen whose principal occupation is Chief Technical Officer
of the Issuer. Trust A, Trust B and Hsu Gamma are entities formed for the
purpose of making and holding investments. Dr. Hsiao serves as the sole trustee
for each of Trust A and Trust B, and she serves as general partner of Hsu Gamma.
Trust A and Trust B are the sole limited partners of Hsu Gamma.
During
the last five years, none of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors)
or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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.
| Item 3. |
Source
and Amount of Funds or Other
Consideration
|
Item
3 is
amended by adding the following paragraph to the end of the item:
Hsu
Gamma
Trust acquired or will acquire 2,354,800 Shares of Common Stock, for investment
purposes in a series of transactions from February 14, 2008 to August 8, 2008
at
prices ranging from $1.11 to $1.35 per share for an aggregate of
$2,694,515,
including without limitation (i) 1,801,800 Shares of Common Stock to be acquired
in a private placement from the Issuer; (ii) 500,000 Shares of Common Stock
in a
private transaction with V-Sciences Investments Pte Ltd (“V-Sciences”); and
(iii) 33,000 shares of Common Stock in a private transaction with Clinical
Research Group, Inc. (“CRG”). Dr. Hsiao’s personal funds and assets of Trust A
and Trust B were used to acquire the Shares of Common Stock in all transactions
from February 14, 2008 to August 8, 2008.
Page
5 of
8
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CUSIP
No. 301610101
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| Item 4. |
Purpose
of Transaction
|
Item
4 is
amended by adding the following paragraphs to the end of the item:
Hsu
Gamma
acquired or will acquire 2,354,800 Shares of Common Stock, for investment
purposes in a series of transactions from February 14, 2008 to August 8,
2008.
The
2,354,800 shares acquired or to be acquired by Hsu Gamma include shares in
a
private placement transaction (the “Private Transaction”) on August 8, 2008
pursuant to which Hsu Gamma agreed to acquire 1,801,800 shares (the “Shares”) of
Common Stock pursuant to a stock purchase agreement (“Third Stock Purchase
Agreement”) from the Issuer for an aggregate purchase price of $1,999,998.00, or
$1.11 per share. The Private Transaction is scheduled to close approximately
twenty days following the date the Issuer mails to stockholders an Information
Statement relating to the approval of the Private Transaction. The Shares to
be
issued in connection with the Private Transaction will be offered and sold
in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”) for “transactions by
an issuer not involving a public offering” and 506 of Regulation D of the
Securities Act.
The
Third
Stock Purchase agreement includes a lock-up provision in which Hsu Gamma agrees
not to dispose of or enter into a derivative swap arrangement involving the
Shares of Common Stock underlying the agreement until two years following the
issuance of the Shares without the prior written consent of the
Issuer.
The
2,354,800 shares acquired by Hsu Gamma also include 500,000
shares of Common Stock acquired from V-Sciences, pursuant to a stock purchase
agreement (the “V-Sciences Agreement”), dated April 30, 2008, in which Hsu Gamma
agreed to acquire 500,000 of the shares of outstanding stock of the Issuer
for
$1.25 per share. This transaction closed and the shares were acquired on May
8,
2008.
The
2,354,800 shares acquired by Hsu Gamma also include 33,000 shares of Common
Stock acquired from CRG pursuant to a stock purchase agreement dated July 2,
2008 (the “CRG Agreement”), in which Hsu Gamma agreed to acquire 33,000 of the
shares of outstanding stock of the Issuer for $1.35 per share. The transaction
closed and the shares were acquired on July 2, 2008.
In
the
last 60 days, Hsu Gamma acquired 20,000 shares of Common Stock on the open
market at prices ranging from $1.24 to $1.25.
| Item 5. |
Interest
in Securities of the
Issuer
|
Item
5 is
deleted in its entirety and replaced with the following text:
Dr.
Hsiao
may be deemed to beneficially own 24,134,111 Shares of Common Stock which
consist of (i) 1,000,000 Shares of Common Stock held by Trust A, (ii) 1,000,000
Shares of Common Stock held by Trust B, (iii) 2,354,800 Shares of Common Stock
held by Hsu Gamma and (iii) 19,779,311 Shares of Common Stock beneficially
owned
by her individually. The 19,779,311 Shares of Common Stock held by Dr. Hsiao
individually include vested warrants to purchase 2,936,580 Shares of Common
Stock and vested options to acquire 162,500 Shares of Common Stock. The
24,134,111 Shares of Common Stock beneficially owned by Dr. Hsiao constitute
12.0 % of the Issuer’s outstanding Shares of Common Stock, based upon
184,692,788 Shares of Common Stock outstanding as of August 7, 2008 and giving
effect to the issuance of 13,513,514 shares and calculated in accordance with
Rule 13d-3.
Page
6 of
8
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CUSIP
No. 301610101
|
Trust
A
beneficially owns 1,000,000 Shares of Common Stock which constitute 0.5% of
the
Issuer’s outstanding Shares of Common Stock, based on 184,692,788 Shares of
Common Stock outstanding as of August 7, 2008 and giving effect to the issuance
of 13,513,514 shares and calculated in accordance with Rule 13d-3. Dr. Hsiao
is
the sole trustee of Trust A and holds sole voting and dispositive power with
respect to the 1,000,000 Shares of Common Stock held by Trust A.
Trust
B
beneficially owns 1,000,000 Shares of Common Stock which constitute 0.5% of
the
Issuer’s outstanding Shares of Common Stock, based on 184,692,788 Shares of
Common Stock outstanding as of August 7, 2008 and giving effect to the issuance
of 13,513,514 shares and calculated in accordance with Rule 13d-3. Dr. Hsiao
is
the sole trustee of Trust B and holds sole voting and dispositive power with
respect to the 1,000,000 Shares of Common Stock held by Trust B.
Hsu
Gamma
beneficially owns 2,354,800 Shares of Common Stock, which constitute 1.2% of
the
Issuer’s outstanding Shares of Common Stock, based on 184,692,788 Shares of
Common Stock outstanding as of August 7, 2008 and giving effect to the issuance
of 13,513,514 shares and calculated in accordance with Rule 13d-3. Dr. Hsiao
is
the general partner of Hsu Gamma and holds sole voting and dispositive power
with respect to the 2,354,800 Shares of Common Stock held by Hsu Gamma.
Dr.
Hsiao
is a member of The Frost Group, LLC, which holds 15,490,546 Shares of Common
Stock and vested warrants to purchase 4,796,158 Shares of Common Stock. Dr.
Hsiao disclaims beneficial ownership of the Shares of Common Stock and warrants
held by The Frost Group, LLC.
For
information regarding transactions effected during the past 60 days, see Item
4
above.
Except
as
described herein, no other person is known by any Reporting Person to have
the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any Shares beneficially owned.
| Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Item
6 is
amended in its entirety and replaced with the following text:
See
Item
4 regarding the Stock Purchase Agreement, Second Stock Purchase Agreement,
the
Psilos Securities Purchase Agreement, the Third Stock Purchase Agreement, the
V-Sciences Agreement, and the CRG Agreement.
Except
as
identified herein, the Reporting Persons do not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, finder’s fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
or
the division of profits or losses.
Page
7 of
8
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CUSIP
No. 301610101
|
| Item 7. |
Material
to be Filed as
Exhibits
|
Item
7 is
amended by replacing Exhibit 1 and adding Exhibit 2 through 4 as
follows:
Exhibit
1
Joint Filing Agreement, dated as of August 19, 2008 by and among the Reporting
Persons.
Exhibit
2
Stock Purchase Agreement, dated as of August 8, 2008, by and between the Company
and the Investors named therein.
Exhibit
3
Stock Purchase Agreement, dated as of April 30, 2008, by and between the parties
named therein.
Exhibit
4
Stock Purchase Agreement, dated as of July 2, 2008 by and between the parties
named therein.
Page
8 of
8
SIGNATURES
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.
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August
19, 2008
|
/s/
Jane Hsiao, Ph.D.
|
|
|
Jane
Hsiao, Ph.D.
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August
19, 2008
|
The
Chiin Hsiung Hsiao Family Trust A
/s/
Jane Hsiao, Ph.D.
|
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Jane
Hsiao, Ph.D., as Trustee
|
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August
19, 2008
|
The
Chiin Hsiung Hsiao Family Trust B
/s/
Jane Hsiao, Ph.D.
|
|
|
Jane
Hsiao, Ph.D., as Trustee
|
||
|
August
19, 2008
|
Hsu
Gamma Investment, L.P.
/s/
Jane Hsiao, Ph.D.
|
|
|
Jane
Hsiao, Ph.D., as General Partner
|
JOINT
FILING AGREEMENT
The
undersigned hereby agree that this Statement on Schedule 13D with respect to
the
Common Stock of OPKO Health, Inc. of even date herewith is, and any amendments
thereto signed by each of the undersigned shall be, filed on behalf of each
the
undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
|
August
19, 2008
|
/s/
Jane Hsiao, Ph.D.
|
|
|
Jane
Hsiao, Ph.D.
|
||
|
August
19, 2008
|
The
Chiin Hsiung Hsiao Family Trust A
/s/
Jane Hsiao, Ph.D.
|
|
|
Jane
Hsiao, Ph.D., as Trustee
|
||
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August
19, 2008
|
The
Chiin Hsiung Hsiao Family Trust B
/s/
Jane Hsiao, Ph.D.
|
|
|
Jane
Hsiao, Ph.D., as Trustee
|
||
|
August
19, 2008
|
Hsu
Gamma Investment, L.P.
/s/
Jane Hsiao, Ph.D.
|
|
|
Jane
Hsiao, Ph.D., as General
Partner
|