-----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, DUWWfeSXz40T0pKPJ/PA6gghPlfe6DWc5wtsswn8eAMFBe0DA4FFREeEDOqjcKgB DFp5E4p+IZnz+FFAO26B+w== 0000897069-00-000071.txt : 20000215 0000897069-00-000071.hdr.sgml : 20000215 ACCESSION NUMBER: 0000897069-00-000071 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000214 GROUP MEMBERS: DAVID W. TICE & ASSOCIATES, INC. GROUP MEMBERS: PRUDENT BEAR FUNDS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXMED INC CENTRAL INDEX KEY: 0001017491 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870449967 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53409 FILM NUMBER: 539672 BUSINESS ADDRESS: STREET 1: 350 CORPORATE BLVD CITY: ROBBINSVILLE STATE: NJ ZIP: 08691 BUSINESS PHONE: 6092089688 MAIL ADDRESS: STREET 1: 350 CORPORATE BLVD CITY: ROBBINSVILLE STATE: NJ ZIP: 08691 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENT BEAR FUNDS INC CENTRAL INDEX KEY: 0001002903 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 615 EAST MICHIGAN STREET STREET 2: STE 405 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142873315 MAIL ADDRESS: STREET 1: 8140 WALNUT HILL LANE STREET 2: SUITE 405 CITY: DALLAS STATE: TX ZIP: 75231 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NEXMED, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 652903105 ------------------------------------------------------------ (CUSIP Number) December 31, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) 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 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). (Continued on following page(s)) Page 1 of 8 Pages - -------------------------------------------- CUSIP No. 652903105 - -------------------------------------------- ========= ====================================================================== 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David W. Tice & Associates, Inc. - 75-2476962 ========= ====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] Not Applicable ========= ====================================================================== 3 SEC USE ONLY ========= ====================================================================== 4 CITIZENSHIP OR PLACE OF ORGANIZATION Texas ========= ============= ====== ================================================= 5 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY ====== ================================================= OWNED BY 6 SHARED VOTING POWER EACH -0- REPORTING ====== ================================================= PERSON 7 SOLE DISPOSITIVE POWER WITH 999,999 ====== ================================================= 8 SHARED DISPOSITIVE POWER -0- ========= ====================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 999,999(1) ========= ====================================================================== 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable ========= ====================================================================== 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%(1) ========= ====================================================================== 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA ========= ====================================================================== (1) Represents 333,333 shares of common stock issuable upon exercise of warrants and 666,666 shares of common stock (with the percent ownership calculated based upon an aggregate of 16,032,122 shares outstanding as of December 27, 1999, and assuming exercise of the warrants owned by the reporting person. Page 2 of 8 Pages ========= ====================================================================== 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Prudent Bear Funds, Inc. - 39-1837741 ========= ====================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] Not Applicable ========= ====================================================================== 3 SEC USE ONLY ========= ====================================================================== 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland ========= ============= ====== ================================================= 5 SOLE VOTING POWER NUMBER OF 999,999 SHARES BENEFICIALLY ====== ================================================= OWNED BY 6 SHARED VOTING POWER EACH -0- REPORTING ====== ================================================= PERSON 7 SOLE DISPOSITIVE POWER WITH -0- ====== ================================================= 8 SHARED DISPOSITIVE POWER -0- ========= ====================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 999,999(1) ========= ====================================================================== 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable ========= ====================================================================== 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.1%(1) ========= ====================================================================== 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV ========= ====================================================================== (1) Represents 333,333 shares of common stock issuable upon exercise of warrants and 666,666 shares of common stock (with the percent ownership calculated based upon an aggregate of 16,032,122 shares outstanding as of December 27, 1999, and assuming exercise of the warrants owned by the reporting person. Page 3 of 8 Pages Item 1(a). Name of Issuer: Nexmed, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 350 Corporate Boulevard Robbinsville, New Jersey 08691 Item 2(a). Name of Person Filing: The persons filing this Schedule 13G are (i) David W. Tice & Associates, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and (ii) Prudent Bear Funds, Inc., an investment company registered under the Investment Company Act of 1940. Attached as Exhibit 1 hereto, which is incorporated by reference herein, is an agreement between David W. Tice & Associates, Inc. and Prudent Bear Funds, Inc. that this Schedule 13G is filed on behalf of each of them. Item 2(b). Address of Principal Business Office or, if none, Residence: 8140 Walnut Hill Lane, Suite 405 Dallas, Texas 75231 (for both David W. Tice & Associates, Inc. and Prudent Bear Funds, Inc.) Item 2(c). Citizenship: David W. Tice & Associates, Inc. is a Texas corporation. Prudent Bear Funds, Inc. is a Maryland corporation. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 652903105 Page 4 of 8 Pages Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |X| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |X| An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); [ ] Group, in accordance with Section 240.13d-1(b) (1)(ii)(J). Item 4. Ownership David W. Tice & Associates, Inc. (a) Amount Beneficially Owned: 999,999* (b) Percent of Class: 6.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: 999,999 (iv) shared power to dispose or to direct the disposition of: -0- - -------- *David W. Tice & Associates, Inc. and Prudent Bear Funds, Inc. share beneficial ownership over the same 999,999 shares. Page 5 of 8 Pages Prudent Bear Funds, Inc. (a) Amount Beneficially Owned: 999,999 * (b) Percent of Class: 6.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 999,999 (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: -0- Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A - --------- *David W. Tice & Associates, Inc. and Prudent Bear Funds, Inc. share beneficial ownership over the same 999,999 shares. Page 6 of 8 Pages Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 having that purpose or effect. Exhibits. 1. Agreement to file Schedule 13G jointly. 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. February 11, 2000 Date DAVID W. TICE & ASSOCIATES, INC. By: /s/ David W. Tice David W. Tice, President PRUDENT BEAR FUNDS, INC. By: /s/ David W. Tice David W. Tice, President Page 7 of 8 Pages EX-99.1 2 JOINT AGREEMENT - -------------------------------------------- CUSIP No. 652903105 - -------------------------------------------- EXHIBIT 1 AGREEMENT dated as of February 11, 2000, by and among David W. Tice & Associates, Inc., a Texas corporation, and Prudent Bear Funds, Inc., a Maryland corporation. WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the "Act"), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them. NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: Both David W. Tice & Associates, Inc. and Prudent Bear Funds, Inc. hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their ownership of the Common Stock of Nexmed, Inc., and hereby further agree that said Statement shall be filed on behalf of both David W. Tice & Associates, Inc. and Prudent Bear Funds, Inc. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a "group" (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Nexmed, Inc. IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above. DAVID W. TICE & ASSOCIATES, INC. By: /s/ David W. Tice David W. Tice, President PRUDENT BEAR FUNDS, INC. By: /s/ David W. Tice David W. Tice, President Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----