-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EY+pteZL0zIQD746YrfqdaJNyVbXmVpC14MK1yVmVb5U39xeHGpVkQt5K4/PXeUA bTr2oLEmarNa6kic5kiAwQ== 0001144204-07-060014.txt : 20071113 0001144204-07-060014.hdr.sgml : 20071112 20071113065927 ACCESSION NUMBER: 0001144204-07-060014 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 GROUP MEMBERS: MIDSUMMER CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAINCARE HOLDINGS INC CENTRAL INDEX KEY: 0001003472 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 061110906 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49656 FILM NUMBER: 071234222 BUSINESS ADDRESS: STREET 1: 22 SHELTER ROCK LANE CITY: DANBURY STATE: CT ZIP: 06810 BUSINESS PHONE: 2037988988 MAIL ADDRESS: STREET 1: 22 SHELTER ROCK LANE STREET 2: 22 SHELTER ROCK LANE CITY: DANBURY STATE: CT ZIP: 06810 FORMER COMPANY: FORMER CONFORMED NAME: HELPMATE ROBOTICS INC DATE OF NAME CHANGE: 19951115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIDSUMMER INVESTMENT LTD CENTRAL INDEX KEY: 0001312269 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 485 MADISON AVENUE 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-584-2140 MAIL ADDRESS: STREET 1: 485 MADISON AVENUE 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 v093382_sc13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) - -------------------------------------------------------------------------------- PAINCARE HOLDINGS, INC. ----------------------- (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE ------------------------------- (Title of Class of Securities) 69562E104 --------- (CUSIP Number) October 2, 2007 --------------- (Date of event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) (Page 1 of 7 Pages) Page 2 of 7 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Midsummer Investment, Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY 7,087,008 OWNED BY -------------------------------------------------------------- EACH 6. SHARED VOTING POWER REPORTING PERSON None. WITH -------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER 7,087,008 -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER None. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,087,008 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.01% (1) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- (1) The ownership percentage of the Reporting Person is based on 78,643,162 shares of Common Stock issued and outstanding as of November 9, 2007 which includes (a) 67,532,050 shares of Common Stock issued and outstanding as of August 23, 2007 as stated in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 28, 2007 and (b) an additional 11,111,112 shares of Common Stock issued by the Company on October 2, 2007 as stated in the Company's Form 8-K filed on October 4, 2007. Page 3 of 7 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Midsummer Capital, LLC - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY 7,087,008 OWNED BY -------------------------------------------------------------- EACH 6. SHARED VOTING POWER REPORTING PERSON None. WITH -------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER 7,087,008 -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER None. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,087,008 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.01% (1) - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- (1) The ownership percentage of the Reporting Person is based on 78,643,162 shares of Common Stock issued and outstanding as of November 9, 2007 which includes (a) 67,532,050 shares of Common Stock issued and outstanding as of August 23, 2007 as stated in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 28, 2007 and (b) an additional 11,111,112 shares of Common Stock issued by the Company on October 2, 2007 as stated in the Company's Form 8-K filed on October 4, 2007. Page 4 of 7 Item 1(a). Name of Issuer. Paincare Holdings, Inc. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices. 22 SHELTER ROCK LANE DANBURY CT 06810 Item 2(a). Names of Persons Filing. Midsummer Investment, Ltd. ("Midsummer Investment") Midsummer Capital, LLC ("Midsummer Capital") Item 2(b). Address of Principal Business Office, or if none, Residence. As to Midsummer Investment: Midsummer Investment, Ltd c/o Midsummer Capital, LLC 295 Madison Avenue, 38th Floor New York, New York 10017 As to Midsummer Capital: 295 Madison Avenue, 38th Floor New York, NY 10017 Item 2(c). Citizenship. As to Midsummer Investment: Bermuda As to Midsummer Capital: New York Item 2(d). Title of Class of Securities. Common stock, par value $0.0001 per share (the "Common Stock") Item 2(e). CUSIP Number. 69562E104 Page 5 of 7 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: Not applicable. Item 4. Ownership. Midsummer Investment beneficially owns 7,087,008 shares of Common Stock as of the date hereof. The 7,087,008 shares of Common Stock beneficially owned by Midsummer Investment include only actual shares of Common Stock. Additionally, Midsummer Investment holds a Common Stock Purchase Warrant issued on October 2, 2007 originally exercisable after April 2, 2008, the six month anniversary of the issuance date of such warrant, into 5,555,556 shares of Common Stock. However, the aggregate number of shares of Common Stock into which such warrants are exercisable, and which Midsummer Investment has the right to acquire beneficial ownership, is limited to the number of shares of Common Stock that, together with all other shares of Common Stock beneficially owned by Midsummer Investment, including the shares of Common Stock subject to this Schedule 13G, does not exceed 4.99% of the total outstanding shares of Common Stock. Accordingly, such warrants are not currently exercisable into Common Stock unless and until the actual shares of Common Stock held by any of Midsummer Investment or Midsummer Capital is less than 4.99% of the total outstanding shares of Common Stock. Midsummer Capital serves as general partner and principal investment manager to Midsummer Investment, and as such has been granted investment discretion over Midsummer Investment's investments, including the investment in the Common Stock. As a result of its role as general partner and principal investment manager to Midsummer Investment, Midsummer Capital may be deemed to be the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the Common Stock held by Midsummer Investment. However, Midsummer Capital does not have the right to receive dividends from, or the proceeds from the sale of, the Common Stock held by Midsummer Investment and disclaims any beneficial ownership of the shares of Common Stock. Accordingly, for the purpose of this Statement: (a) Amount beneficially owned by Midsummer Investment: 7,087,008 shares of Common Stock of the Issuer. (b) Percent of Class: Midsummer Investment beneficially owns 9.01% of the Issuer's issued and outstanding Common Stock (based on 78,643,162 shares of Common Stock issued and outstanding as of November 9, 2007 which includes (a) 67,532,050 shares of Common Stock issued and outstanding as of August 23, 2007 as stated in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 28, 2007 and (b) an additional 11,111,112 shares of Common Stock issued by the Company on October 2, 2007 as stated in the Company's Form 8-K filed on October 4, 2007). Page 6 of 7 (c) Number of shares as to which Midsummer Investment has: (i) Sole power to direct the vote: 7,087,008 shares of Common Stock of the Issuer. (ii) Shared power to vote or to direct the vote: None. (iii) Sole power to dispose or direct the disposition of the Common Stock: 7,087,008 shares of Common Stock of the Issuer. (iv) Shared power to dispose or direct the disposition of the Common Stock: None. 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. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on 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 Group. Not applicable. Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction which could have that purpose or effect. Page 7 of 7 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. Date: November 9, 2007 MIDSUMMER INVESTMENT, LTD. By: MIDSUMMER CAPITAL, LLC, its investment manager By: /s/ Scott D. Kaufman ------------------------------ Name: Scott D. Kaufman Title: MIDSUMMER CAPITAL, LLC By: /s/ Scott D. Kaufman ------------------------------ Name: Scott D. Kaufman Title: Exhibit Index 99.1 Joint Filing Agreement EX-99.1 2 v093382_ex99-1.txt EXHIBIT 99.1 AGREEMENT OF JOINT FILING THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 9th day of November, 2007, by and among Midsummer Investment, Ltd. and Midsummer Capital, LLC. The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G relating to their ownership (direct or otherwise) of any securities of Paincare Holdings, Inc., a Delaware corporation, and any and all amendments thereto and any other document relating thereto (collectively, the "Filings") required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings. This Agreement is intended to satisfy the requirements of Rule 13d-l (k)(l) under the Exchange Act. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. MIDSUMMER INVESTMENT, LTD. By: MIDSUMMER CAPITAL, LLC, its investment manager By: /s/ Scott D. Kaufman ------------------------------ Name: Scott D. Kaufman Title: MIDSUMMER CAPITAL, LLC By: /s/ Scott D. Kaufman ------------------------------ Name: Scott D. Kaufman Title: -----END PRIVACY-ENHANCED MESSAGE-----