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. 4)*
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).
|
CUSIP
No. 301610101
|
|
1.
|
NAMES
OF REPORTING PERSONS
The
Frost Group, LLC
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|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
o
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3.
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SEC
USE ONLY
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|||
|
4.
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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
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|||
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6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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|||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
0
shares
|
|
|
8.
|
SHARED
VOTING POWER
|
20,286,704
shares*
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||
|
9.
|
SOLE
DISPOSITIVE POWER
|
0
shares
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
20,286,704
shares*
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||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,286,704 shares*
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|||
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0
%
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|||
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|||
*Includes
vested warrants to purchase 4,796,158 Shares of Common Stock.
Page
2 of
8 Pages
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CUSIP
No. 301610101
|
|
1.
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NAMES
OF REPORTING PERSONS
Frost
Gamma Investments Trust
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|||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
o
|
|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
SOURCE
OF FUNDS
WC
|
|||
|
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
|
80,503,445
shares*
|
|
|
8.
|
SHARED
VOTING POWER
|
20,286,704
shares**
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
|
80,503,445
shares*
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
20,286,704
shares**
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,790,149 shares***
|
|||
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.2
%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|||
*Includes
vested warrants to purchase 10,201,093 Shares of Common Stock. Does not include
vested options to acquire 250,000 Shares of Common Stock held individually
by
Dr. Frost.
**Includes
vested warrants to purchase 4,796,158 Shares of Common Stock.
***Includes
vested warrants to purchase 14,997,251 Shares of Common Stock. Does not include
vested options to acquire 250,000 Shares of Common Stock held individually
by
Dr. Frost.
Page
3 of
8 Pages
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CUSIP
No. 301610101
|
|
1.
|
NAMES
OF REPORTING PERSONS
Phillip
Frost, M.D.
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
o
|
|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
SOURCE
OF FUNDS
OO
|
|||
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e)
o
|
|||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
80,753,445
shares*
|
|
|
8.
|
SHARED
VOTING POWER
|
20,286,704
shares**
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
|
80,753,445
shares*
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
20,286,704
shares**
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,040,149
shares***
|
|||
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.3
%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
|||
*Includes
vested warrants to purchase 10,201,093 Shares of Common Stock and vested options
to acquire 250,000 shares of Common Stock.
**Includes
vested warrants to purchase 4,796,158 Shares of Common Stock.
***Includes
vested warrants to purchase 14,997,251 Shares of Common Stock and vested options
to acquire 250,000 shares of Common Stock.
Page
4 of
8 Pages
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CUSIP
No. 301610101
|
This
Amendment No. 4 (the “Amendment”) amends and supplements the statement on
Schedule 13D filed on February 15, 2007, as amended by Amendment No. 1 to the
Schedule 13D filed on April 6, 2007, as amended by Amendment No. 2 to the
Schedule 13D filed on August 2, 2007, as amended by Amendment 3 to the Schedule
13D filed on February 14, 2008 (together, the “Original Schedule 13D”), by The
Frost Group, LLC (“Frost Group”), Frost Gamma Investments Trust (“Gamma Trust”)
and Phillip Frost, M.D. (“Dr. Frost”). This Amendment is filed pursuant to the
Joint Filing Agreement as executed by the reporting persons listed on the cover
pages to this Amendment (Exhibit 3 to the Original Schedule 13D is hereby
incorporated by this reference.)
| Item 1. |
Security
and Issuer
|
Item
1 is
deleted in its entirety and replaced with the following text:
This
Schedule 13D relates to the Common Stock, $0.01 par value per share (the
“Shares”), of OPKO Health Inc., a Delaware corporation (the “Issuer”). The
principal executive offices of the Issuer are located at 4400 Biscayne Blvd.
Suite 1180, Miami, Florida 33137.
| 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 on behalf of The Frost Group, LLC, a Florida
limited liability company (“Frost Group”), Frost Gamma Investments Trust, a
trust formed under the laws of the State of Florida (“Gamma Trust”) and the
controlling member of Frost Group, and Phillip Frost, M.D. (“Dr. Frost”), an
individual residing in the State of Florida and the sole trustee of Gamma Trust.
Frost Group, Gamma Trust and Dr. Frost are collectively referred to herein
as
the “Reporting Persons.” The principal business address of the Reporting Persons
is 4400 Biscayne Blvd., Suite 1500, Miami, FL 33137.
Each
of
Frost Group and Gamma Trust is an entity formed for the purpose of making and
holding investments. The Officers of Frost Group are Dr. Frost, President and
Chairman, Mr. Steven D. Rubin, Vice President and Secretary, Dr. Rao Uppaluri,
Vice President and Treasurer, and Dr. Jane Hsiao, Vice President. Dr. Frost
is a
United States citizen.
Each
of
the members of the Frost Group is presently employed as an executive officer
of
the Issuer. Dr. Frost is the Company’s Chief Executive Officer and Chairman of
the board of directors; Dr. Hsiao is the Vice Chairman of the board of directors
and Chief Technical Officer; Mr. Rubin is Executive Vice President,
Administration, and a director; and Dr. Uppaluri is the Chief Financial
Officer.
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.
Page
5 of
8 Pages
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CUSIP
No. 301610101
|
| 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:
Gamma
Trust acquired or will acquire 15,588,056 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 $2.64 per share, including without limitation,
(i) 10,677,705 Shares of Common Stock to be acquired in a private placement
from
the Issuer; (ii) 786,224 Shares of Common Stock and warrants to purchase 192,726
Shares of Common Stock in a private transaction with The Trustees of the
University of Pennsylvania (“U Penn”); (iii) 2,633,200 Shares of Common Stock
and warrants to purchase 766,778 Shares of Common Stock in a private transaction
with V-Sciences Investments Pte Ltd (“V-Sciences”), and (iv) 34,379 Shares of
Common Stock in a private transaction with Clinical Research Group, Inc.
(“CRG”). The source of funds used in all transactions from February 14, 2008 to
August 8, 2008 consists of working capital of Gamma Trust.
| Item 4. |
Purpose
of Transaction
|
Item
4 is
amended by adding the following paragraphs to the end of the item:
Gamma
Trust acquired or will acquire 15,588,056 Shares of Common Stock, for investment
purposes in a series of transactions from February 14, 2008 to August 8, 2008.
The
15,588,056 shares acquired or to be acquired by Gamma Trust include a private
placement transaction (the “Private Transaction”) on August 8, 2008 pursuant to
which Gamma Trust agreed to acquire 10,677,705 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 $11,852,252.55, 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 Gamma Trust
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
15,588,056 shares acquired or to be acquired by Gamma Trust also include 786,224
shares of Common Stock and warrants to purchase 192,726 shares of the
outstanding stock of the Issuer acquired from U Penn, pursuant to a stock
purchase agreement, dated July 30, 2008 (the “U Penn Agreement”), for an
aggregate purchase price of $1,205,638.77. Pursuant to the U Penn Agreement,
Gamma Trust acquired the 786,224 shares of Common Stock for $1.40 per share
and
the warrants to purchase 192,726 shares of the outstanding stock of the Issuer
at $1.40 per share minus the conversion price for each warrant. This transaction
closed and the shares were acquired on July 30, 2008.
The
15,588,056 shares acquired or to be acquired by Gamma Trust also include
2,633,200 shares of Common Stock and warrants to purchase 766,778 shares of
the
outstanding stock of the Issuer acquired from V-Sciences, pursuant to a stock
purchase agreement, dated April 30, 2008 (the “V-Sciences
Agreement”), for an aggregate purchase price of $3,953,884.33. Pursuant to the
V-Sciences Agreement, Gamma Trust acquired the 2,633,200 shares of Common
Stock for $1.25 per share and the warrants to purchase 766,778 shares of the
outstanding stock of the Issuer at $1.25 per share minus the conversion
price for each warrant. This transaction closed and the shares were acquired
on
May 8, 2008.
The
15,588,056 Shares acquired or to be acquired by
Gamma Trust also include 34,379 shares of Common Stock acquired from CRG,
pursuant to a stock purchase agreement, dated July 2, 2008 (the “CRG
Agreement”), in which Gamma Trust agreed to acquire 34,379 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, Gamma Trust has also acquired
292,000 Shares of Common Stock on the open market at prices ranging from $1.17
to $1.78 per share.
Other
members of Frost Group have engaged in
transactions in the Issuer’s stock
in their
individual capacity from time to time. Such transactions are disclosed publicly
pursuant to Section 16 of the Securities Exchange Act, and are not included
in
this Schedule 13D.
Page
6 of
8 Pages
|
CUSIP
No. 301610101
|
| Item 5. |
Interest
in Securities of the
Issuer
|
Item
5 is
deleted in its entirety and replaced with the following text:
Frost
Group beneficially owns 20,286,704 Shares of Common Stock. The 20,286,704 Shares
include vested warrants to purchase 4,796,158 Shares of Common Stock. The
20,286,704 Shares of Common Stock beneficially owned by Frost Group constitute
10.0% of the Issuer’s outstanding
Shares of Common Stock, based upon 198,206,302 Shares of Common Stock
outstanding (which represents 184,692,788 Shares of Common Stock outstanding
as
of August 7, 2008 plus the 13,513,514 Shares of Common Stock to be issued in
the
Private Transaction) and calculated in accordance with Rule 13d-3. Frost Group
shares the power to vote and the power to dispose such Shares with Gamma Trust
and Dr. Frost.
Gamma
Trust beneficially owns 80,503,445 Shares of Common Stock. The 80,503,445 Shares
include vested warrants to purchase 10,201,093 Shares of Common Stock. Also,
Gamma Trust, as the controlling member of Frost Group, may be deemed to
beneficially own the 20,286,704 Shares of Common Stock beneficially owned by
Frost Group. The 100,790,149 Shares of Common Stock beneficially owned by Gamma
Trust constitute 47.2% of the Issuer’s outstanding
Shares of Common Stock, based upon 198,206,302 Shares of Common Stock
outstanding (which represents 184,692,788 Shares of Common Stock outstanding
as
of August 7, 2008 plus the 13,513,514 Shares of Common Stock to be issued in
the
Private Transaction) and calculated in accordance with Rule 13d-3.
Dr.
Frost, as the sole trustee of Gamma Trust, which is the controlling member
of
Frost Group, may be deemed to beneficially own the 20,286,704 Shares of Common
Stock beneficially owned by Frost Group and the 80,503,445 Shares of Common
Stock beneficially owned by Gamma Trust. The 101,040,149 Shares of Common Stock
beneficially owned by Dr. Frost constitute 47.3% of the Issuer’s outstanding
Shares of Common Stock, based upon 198,206,302 Shares of Common Stock
outstanding (which represents 184,692,788 Shares of Common Stock outstanding
as
of August 7, 2008 plus the 13,513,514 Shares of Common Stock to be issued
in the Private Transaction) and calculated in accordance with Rule
13d-3.
For
information regarding transactions effected in the
last 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
deleted in its entirety and replaced with the following text:
Page
7 of
8 Pages
|
CUSIP
No. 301610101
|
See
Item
4 regarding Stock Purchase Agreement, Voting Agreement, Second Stock Purchase
Agreement, Psilos Securities Purchase Agreement, Pfost Securities Purchase
Agreement, Third Stock Purchase Agreement, U Penn Agreement, V-Sciences
Agreement, and 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.
| Item 7. |
Material
to be Filed as Exhibits
|
Item
7 is
amended by adding the following paragraphs to the end of the item:
Exhibit
4
Stock Purchase Agreement, dated as of April 30, 2008, by and between the parties
named therein.
Exhibit
5 Stock Purchase Agreement, dated as of July 2,
2008, by and between the parties named therein.
Exhibit 6
Stock Purchase Agreement, dated as of July 30, 2008, by and between the parties
named therein.
Exhibit 7
Stock Purchase Agreement, dated as of August 8, 2008, by and between the Company
and the Investors named therein.
Page
8 of
8 Pages
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.
| The Frost Group, LLC | |||
|
August
20, 2008
|
By:
|
/s/
Steven
D. Rubin
|
|
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Name:
|
Steven
D. Rubin
|
||
| Title: |
Vice
President
|
||
| Frost Gamma Investments Trust | |||
|
August
20, 2008
|
By:
|
/s/
Phillip Frost, M.D.
|
|
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Name:
|
Phillip
Frost, M.D.
|
||
| Title: |
Sole
Trustee
|
||
|
August
20, 2008
|
By:
|
/s/
Phillip Frost, M.D.
|
|
|
Name:
|
Phillip
Frost, M.D., Individually
|