-----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, BPfsYwzS7pCKyMkzAk/KKvFvOnbiJrseJZsqZQPKrcxbUKQUmv/SR25rX/M28FTY hEo8i26OXW6OAQZTD4srKA== 0000950123-99-000569.txt : 19990202 0000950123-99-000569.hdr.sgml : 19990202 ACCESSION NUMBER: 0000950123-99-000569 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990201 GROUP MEMBERS: CRESCENT INTERNATIONAL LTD GROUP MEMBERS: DMI TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOCURE CORP CENTRAL INDEX KEY: 0001028584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 582271614 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53495 FILM NUMBER: 99518426 BUSINESS ADDRESS: STREET 1: 1765 THE EXCHANGE STREET 2: STE 450 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7702219990 MAIL ADDRESS: STREET 1: 2970 CLAIRMONT ROAD STREET 2: SUITE 950 CITY: ATLANTA STATE: GA ZIP: 30329 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT INTERNATIONAL LTD CENTRAL INDEX KEY: 0001075643 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GREENLIGHT(SWITZERLAND)SA STREET 2: 84 AVE LOUIS CASAI, 1216 COINTRIN/GENEVA CITY: SWITZERLAND BUSINESS PHONE: 41227917170 MAIL ADDRESS: STREET 1: C/O GREENLIGHT(SWITZERLAND)SA STREET 2: 84 AVE LOUIS CASAI, 1216 COINTRIN/GENEVA CITY: SWITZERLAND SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) INFOCURE CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45665A105 (Cusip Number) MELVYN CRAW CRESCENT INTERNATIONAL LIMITED C/O GREENLIGHT (SWITZERLAND) SA 84, AV LOUIS-CASAI, P.O. BOX 42 1216 GENEVA, COINTRIN SWITZERLAND (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: SARA P. HANKS, ESQ. ROGERS & WELLS 200 PARK AVENUE NEW YORK, NY 10166 (212) 878-8000 JANUARY 21, 1999 (Date of event which requires filing of this statement) |_| Check box 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 Rule 13d-1(b)(3) or (4). |_| Check box if a fee is being paid with the statement. 1 2
CUSIP No._ 45665A108 13D Page 2 ============ ======================================================================================================= 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON CRESCENT INTERNATIONAL LIMITED ============ ======================================================================================================= 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| ============ ======================================================================================================= 3. SEC USE ONLY ============ ======================================================================================================= 4. SOURCES OF FUNDS WC ============ ======================================================================================================= 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| ============ ======================================================================================================= 6. CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA ============ ======================================================================================================= 7. SOLE VOTING POWER NUMBER OF UNITS 549,983 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH REPORTING 549,983 PERSON WITH 9. SOLE DISPOSITIVE POWER 549,983 10. SHARED DISPOSITIVE POWER 549,983 ============ ======================================================================================================= 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 549,983 ============ ======================================================================================================= 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |-| ============ ======================================================================================================= 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% ============ ======================================================================================================= 14. TYPE OF REPORTING PERSON CO ============ =======================================================================================================
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CUSIP No. _ 45665A108 13D Page 3 ============ ======================================================================================================= 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON DMI TRUST ============ ======================================================================================================= 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| ============ ======================================================================================================= 3. SEC USE ONLY ============ ======================================================================================================= 4. SOURCES OF FUNDS NOT APPLICABLE ============ ======================================================================================================= 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| ============ ======================================================================================================= 6. CITIZENSHIP OR PLACE OF ORGANIZATION BAHAMAS ============ ======================================================================================================= 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH REPORTING 549,983 PERSON WITH 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 549,983 ============ ======================================================================================================= 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 549,983 ============ ======================================================================================================= 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |-| ============ ======================================================================================================= 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% ============ ======================================================================================================= 14. TYPE OF REPORTING PERSON OO ============ =======================================================================================================
3 4 SCHEDULE 13D FILED PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED This Amendment No. 1 which relates to shares of the common stock, par value $0.001 per share (the "Common Stock")(1), of InfoCure Corp., a Delaware corporation (the "Issuer") and is being filed jointly by DMI Trust ("DMI") and Crescent International Limited ("Crescent"), supplements and amends the statement on Schedule 13D originally filed with the Commission on December 22, 1998 (as amended, the "Statement"). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate amount of funds used by Crescent to purchase the 449,983 shares of Common Stock and the Warrant (as defined in Item 5) was approximately $7,000,000. The aggregate amount of funds to be used by Crescent to purchase the 100,000 shares of Common Stock through exercise of the Warrant is currently anticipated to be approximately $2,300,000. Crescent has used and will use its working capital to make such purchases. ITEM 4. PURPOSE OF THE TRANSACTION. Crescent acquired shares of the Common Stock of the Issuer for investment purposes. None of the Reporting Persons has any current plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of any such securities, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any material change in the present capitalization or dividend policy of the Issuer, (e) any other material change in the Issuer's business or corporate structure, (f) any other material change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (g) a class of securities of the Issuer being delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (i) any action similar to any of the enumerated actions in (a) through (h) above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) Crescent owns 449,983 shares of the Common Stock of the Issuer (the "Common Stock") representing 6.7% of the 6,681,576 shares of Common Stock outstanding as of the date hereof. Crescent also owns a warrant (the "Warrant") to purchase 100,000 shares of the Common Stock of the Issuer. The warrant is exercisable by Crescent at any time before September 28, 2003. Accordingly, pursuant to the Warrant, Crescent owns beneficially 100,000 shares of the Common Stock of the Issuer, and owns beneficially in total 549,983 shares of Common Stock, representing approximately 8.2% of the as adjusted shares of the Common Stock outstanding. DMI may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer beneficially owned by Crescent by reason of the ownership by DMI of 100 percent of the capital stock of Crescent. Accordingly, for purposes of this Statement: (i) Crescent is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the total of 549,983 shares of Common Stock beneficially owned by it and (ii) DMI is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 549,983 shares of - ------------------ (1) The par value of the Common Stock was incorrectly reported as $0.01 in the original Statement. 4 5 Common Stock beneficially owned by Crescent, such number of shares representing approximately 8.2% of the as adjusted shares of Common Stock outstanding. (c) On January 21, 1999, pursuant to the terms of the Stock Purchase Agreement, dated September 28, 1998, by and between Crescent and the Issuer, and the Side Letter (as defined in Item 6), Crescent acquired 80,000 shares of Common Stock of the Issuer for a purchase price of approximately $2,000,000. Such 80,000 shares are included within the 549,983 shares described above. Other than as described above, Crescent has the sole power to vote or direct the vote and to dispose or direct the disposition of all the shares of Common Stock stated to be beneficially owned by Crescent in Item 5(a) hereof. (d)-(e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The description that follows of certain provisions of the Side Letter included as Exhibit 7.4 hereto is not, and does purport to be, complete, and is qualified in its entirety by reference to such Exhibit. Crescent and the Issuer entered into a Side Letter, dated January 21, 1999 (the "Side Letter"), pursuant to which the Issuer issued and sold to Crescent 80,000 shares of Common Stock. Except as set forth herein or in the Exhibits filed or to be filed herewith, no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person exists with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.4 Side Letter, by and between InfoCure Corporation and Crescent International Limited, dated as of January 21, 1999. 5 6 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. Dated: February 1, 1999 CRESCENT INTERNATIONAL LIMITED By: /s/ Omar Ali Omar Ali Director DMI TRUST By: /s/ Omar Ali Omar Ali Director 6 7 SCHEDULE I INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF CRESCENT INTERNATIONAL LIMITED Set forth in the table below is the name and the present principal occupation or employment of each of the directors and executive officers of Crescent International Limited. Except as otherwise stated, each person listed below has a principal business address of Clarendon House, 2 Church Street, Hamilton HM 11.
Name Present Principal Occupation or Employment Citizenship - ---- ------------------------------------------ ----------- Omar Ali(2) Director of Crescent International Limited Somalian Donald Malcolm Director of Crescent International Limited British David Astwood Director of Crescent International Limited British Osama Mohamed Ali Secretary of Crescent International Limited Swiss John Thompson Assistant Secretary of Crescent International Limited British
- ------------------ (2) Mr. Ali has a principal business address of 84, av. Louis Casai, P.O. Box 42, 1216 Geneva, Cointrin, Switzerland. 7 8 SCHEDULE II INFORMATION REGARDING THE TRUST ADMINISTRATOR OF DMI TRUST DMI Trust has a trust administrator, DMI SA. Set forth in the table below is the name and the present principal occupation or employment of each of the directors of the trust administrator of DMI Trust. Each person listed below has a principal business address of 84, av Louis Casai, P.O. Box 42, 1216 Geneva, Cointrin, Switzerland.
Name Present Principal Occupation or Employment Citizenship - ---- ------------------------------------------ ----------- Mohamed Al-Faisal Director of Dar Al Maal Al-Islami (DMI) SA Saudi Arabian Omar Ali Director of Crescent International Limited Somalian Pierre Besuchet Director of Dar Al Maal Al-Islami (DMI) SA Swiss Lucien Rouillier Director of Dar Al Maal Al-Islami (DMI) SA Swiss Moustapha Hosny Director of Dar Al Maal Al-Islami (DMI) SA Swiss
8 EX-99.7.4 2 SIDE LETTER 1 Exhibit 7.4 January 21, 1999 VIA FACSIMILE NO: 011.41.22.929.5394 Crescent International Limited c/o Greenlight (Switzerland) SA 84, av Louis-Casai, P.O. Box 161 CH-1216 Cointrin / Geneva, Switzerland Attention: Melvyn Craw / Maxi Brezzi RE: PROPOSED THIRD PUT Dear Mel and Maxi: This letter will set forth the terms of a proposed third put under the Stock Purchase Agreement between InfoCure Corporation and Crescent International Limited dated September 28, 1998 ("Purchase Agreement"). Capitalized terms not otherwise defined herein have the meanings assigned by the Purchase Agreement. We propose the terms of this letter for acceptance in whole. If you agree to these terms, please sign below and return this letter. 1. Third Put. Crescent hereby waives, solely for the purposes of the Third Put (as hereafter defined) all conditions set forth in Section 7.2(a) and (b) of the Purchase Agreement and hereby accepts this letter as notice of a third put (the "third Put") under the Purchase Agreement in the amount of US $2.0 million. Notwithstanding the terms of the Purchase Agreement, the Purchase Price for the Third Put shall be $25.00. The number of Put Shares that Crescent shall receive pursuant to the Third Put (the "Third Put Shares") shall be 80,000, which is determined by dividing US $2.0 million by the Purchase Price for the Third Put. The Closing shall be held concurrent with the date this letter is signed by both parties hereto. 2. Required Registration. Crescent agrees that InfoCure shall not be required to file the Initial Registration Statement or any Subsequent Registration Statement (as such terms are defined in the Registration Rights Agreement between Crescent and InfoCure dated September 28, 1998) until March 31, 1999, or if earlier on the date that InfoCure files a Registration Statement (or an amendment thereto) for an underwritten secondary public offering of its Common Stock. Crescent also acknowledges that InfoCure has not failed to comply with the covenants, conditions and agreements of the Registration Rights Agreement for purposes of determining compliance with the conditions set forth at Section 7.2(d) of the Purchase Agreement. 3. No Waiver. Except as expressly provided in this Letter, none of the Purchase Agreement, the Registration Rights Agreement or any term thereof shall be deemed to be amended, waived, discharged or terminated. 2 If these terms are acceptable, please sign and return this letter. Respectfully, INFOCURE CORPORATION /s/ Richard Perlman, Chairman - ---------------------------------- By: Richard Perlman, Chairman CRESCENT INTERNATIONAL LIMITED /s/ Melvyn Craw - ----------------------------------- By: Melvyn Craw -----END PRIVACY-ENHANCED MESSAGE-----