0000950142-13-001054.txt : 20130426 0000950142-13-001054.hdr.sgml : 20130426 20130426172937 ACCESSION NUMBER: 0000950142-13-001054 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130424 FILED AS OF DATE: 20130426 DATE AS OF CHANGE: 20130426 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BioScrip, Inc. CENTRAL INDEX KEY: 0001014739 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 050489664 STATE OF INCORPORATION: DE FISCAL YEAR END: 0427 BUSINESS ADDRESS: STREET 1: 100 CLEARBROOK ROAD CITY: ELMSFORD STATE: NY ZIP: 10523 BUSINESS PHONE: 914 460 1600 MAIL ADDRESS: STREET 1: 100 CLEARBROOK ROAD CITY: ELMSFORD STATE: NY ZIP: 10523 FORMER COMPANY: FORMER CONFORMED NAME: MIM CORP DATE OF NAME CHANGE: 19960516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOHLBERG OFFSHORE INVESTORS V L P CENTRAL INDEX KEY: 0001299793 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28740 FILM NUMBER: 13788494 BUSINESS ADDRESS: STREET 1: 111 RADIO CIRCLE CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-241-7430 MAIL ADDRESS: STREET 1: 111 RADIO CIRCLE CITY: MT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kohlberg TE Investors V L P CENTRAL INDEX KEY: 0001299826 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28740 FILM NUMBER: 13788493 BUSINESS ADDRESS: STREET 1: 111 RADIO CIRCLE CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-241-7430 MAIL ADDRESS: STREET 1: 111 RADIO CIRCLE CITY: MT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kohlberg Investors V L P CENTRAL INDEX KEY: 0001299880 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28740 FILM NUMBER: 13788492 BUSINESS ADDRESS: STREET 1: 111 RADIO CIRCLE CITY: NEW YORK STATE: NY ZIP: 10549 BUSINESS PHONE: 914-241-7430 MAIL ADDRESS: STREET 1: 111 RADIO CIRCLE CITY: NEW YORK STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kohlberg Management V, LLC CENTRAL INDEX KEY: 0001355075 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28740 FILM NUMBER: 13788495 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG & COMPANY STREET 2: 111 RADIO CIRCLE CITY: MOUNT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-241-7430 MAIL ADDRESS: STREET 1: C/O KOHLBERG & COMPANY STREET 2: 111 RADIO CIRCLE CITY: MOUNT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kohlberg Partners V, L.P. CENTRAL INDEX KEY: 0001355081 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28740 FILM NUMBER: 13788491 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG & COMPANY STREET 2: 111 RADIO CIRCLE CITY: MOUNT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-241-7430 MAIL ADDRESS: STREET 1: C/O KOHLBERG & COMPANY STREET 2: 111 RADIO CIRCLE CITY: MOUNT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOCO Investors V, L.P. CENTRAL INDEX KEY: 0001423072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28740 FILM NUMBER: 13788496 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG & CO., L.L.C. STREET 2: 111 RADIO CIRCLE DRIVE CITY: MT. KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-241-7430 MAIL ADDRESS: STREET 1: C/O KOHLBERG & CO., L.L.C. STREET 2: 111 RADIO CIRCLE DRIVE CITY: MT. KISCO STATE: NY ZIP: 10549 4 1 es1300660_4-bio.xml OWNERSHIP DOCUMENT X0306 4 2013-04-24 0 0001014739 BioScrip, Inc. BIOS 0001355075 Kohlberg Management V, LLC C/O KOHLBERG & CO., L.L.C. 111 RADIO CIRCLE MOUNT KISCO NY 10549 0 0 1 1 * See remarks below 0001299793 KOHLBERG OFFSHORE INVESTORS V L P C/O KOHLBERG & CO., L.L.C. 111 RADIO CIRCLE MT KISCO NY 10549 0 0 1 0 0001299826 Kohlberg TE Investors V L P C/O KOHLBERG & CO., L.L.C. 111 RADIO CIRCLE MT KISCO NY 10549 0 0 1 0 0001299880 Kohlberg Investors V L P C/O KOHLBERG & CO., L.L.C. 111 RADIO CIRCLE NEW YORK NY 10549 0 0 1 0 0001355081 Kohlberg Partners V, L.P. C/O KOHLBERG & CO., L.L.C. 111 RADIO CIRCLE MOUNT KISCO NY 10549 0 0 1 0 0001423072 KOCO Investors V, L.P. C/O KOHLBERG & CO., L.L.C. 111 RADIO CIRCLE DRIVE MT. KISCO NY 10549 0 0 1 0 Common Stock (par value $0.0001 per share) 2013-04-24 4 S 0 3968750 11.40 D 8684415 I See Footnotes Common Stock Warrants (right to buy) 10.00 2010-03-25 2015-03-25 Common Stock 3004887 3004887 I See Footnotes On April 24, 2013, 3,968,750 shares of common stock were sold by the Funds (as defined below) for $11.40 per share pursuant to an underwritten public offering. The 3,968,750 shares of common stock sold by the Funds consisted of: (i) 2,094,607 shares sold by Kohlberg Investors V, L.P. ("Investors"), (ii) 117,947 shares sold by Kohlberg Partners V, L.P. ("Partners"), (iii) 140,308 shares sold by Kohlberg Offshore Investors V, L.P. ("Offshore"), (iv) 1,523,380 shares sold by Kohlberg TE Investors, V. L.P. ("TE") and (v) 92,508 shares sold by KOCO Investors V, L.P. ("KOCO" and collectively with Investors, Partners, Offshore and TE, the "Funds"). The price reflects the proceeds before expenses, consisting of the public offering price of $12.00 minus the underwriting discount of $0.60. The 8,684,415 shares of common stock of the Issuer, par value $0.0001 per share (the "Shares"), reported herein are directly beneficially owned as follows: (i) 4,583,419 Shares are owned by Investors, (ii) 258,090 Shares are owned by Partners, (iii) 307,020 Shares are owned by Offshore, (iv) 3,333,459 Shares are owned by TE and (v) 202,427 Shares are owned by KOCO. Pursuant to a Warrant Agreement with the Issuer, each of Investors, Partners, Offshore, TE and KOCO directly own warrants (collectively, the "Warrants") representing the right to purchase 1,585,904 Shares, 89,302 Shares, 106,232 Shares, 1,153,407 Shares and 70,042 Shares, respectively. The Warrants may be exercised at any time prior to March 25, 2015. The initial exercise price of the Warrants is equal to $10.00 per Share, subject to certain adjustments in accordance with the terms of the Warrant Agreement. The securities reported as directly beneficially owned by the Funds in footnotes 4 and 5 hereof may be deemed to be indirectly beneficially owned by Kohlberg Management V, L.L.C., which is the general partner of each of the Funds. The Funds acquired the Shares, the Warrants and other consideration from the Issuer in consideration for their interest in Critical Homecare Solutions Holdings, Inc. ("CHS"), pursuant to a merger of CHS into a wholly owned subsidiary of the Issuer on March 25, 2010. The merger agreement, which was entered into on January 24, 2010, valued the Shares and the Shares to be acquired upon the exercise of the Warrants at $8.3441 per Share, which was calculated based on the volume weighted trading average price of the Shares over the 10-day period ended January 22, 2010. Of the 12,653,165 Shares issued to the Funds pursuant to the merger agreement, 768,542 Shares are currently being held in escrow and are subject to forfeiture to satisfy any indemnity or purchase price adjustment payments to be made to the Issuer. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each Reporting Person may be deemed to be a member of a Section 13(d) "group" that owns more than 10% of the outstanding common stock of the Issuer. However, each Reporting Person disclaims such group membership and this report shall not be deemed an admission that such Reporting Person is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock for purposes of Section 16 or for any other purpose. Kohlberg Management V, L.L.C., By: /s/ Gordon Woodward, Vice President 2013-04-26 Kohlberg Offshore Investors V, L.P., By: Kohlberg Management V, L.L.C., General Partner, By: /s/ Gordon Woodward, Vice President 2013-04-26 Kohlberg TE Investors V, L.P., By: Kohlberg Management V, L.L.C., General Partner, By: /s/ Gordon Woodward, Vice President 2013-04-26 Kohlberg Investors V, L.P., By: Kohlberg Management V, L.L.C., General Partner, By: /s/ Gordon Woodward, Vice President 2013-04-26 Kohlberg Partners V, L.P., By: Kohlberg Management V, L.L.C., General Partner, By: /s/ Gordon Woodward, Vice President 2013-04-26 KOCO Investors V, L.P., By: Kohlberg Management V, L.L.C., General Partner, By: /s/ Gordon Woodward, Vice President 2013-04-26