-----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, Qzhht+nlAE0eNInmGX/6IrMtgOR0Kmd9wSuFvQiTR4TWPjUpsrv60pAzKl49eAKS ihwfiQgnIKbkyUo1rr0FSQ== 0000906344-04-000201.txt : 20041012 0000906344-04-000201.hdr.sgml : 20041011 20041012154235 ACCESSION NUMBER: 0000906344-04-000201 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041012 DATE AS OF CHANGE: 20041012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRDENTIA CORP CENTRAL INDEX KEY: 0001073857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 760585701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78465 FILM NUMBER: 041074814 BUSINESS ADDRESS: STREET 1: 14114 DALLAS PARKWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 972-850-0780 MAIL ADDRESS: STREET 1: 14114 DALLAS PARKWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75254 FORMER COMPANY: FORMER CONFORMED NAME: LIFEN INC DATE OF NAME CHANGE: 20001115 FORMER COMPANY: FORMER CONFORMED NAME: DIGIVISION INTERNATIONAL LTD DATE OF NAME CHANGE: 20001005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEDCAP PARTNERS LP CENTRAL INDEX KEY: 0001176482 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 THIRD STREET STREET 2: SUITE 535 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-495-1010 MAIL ADDRESS: STREET 1: 500 THIRD STREET STREET 2: SUITE 535 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 SC 13D/A 1 crd13d3.txt AMENDMENT NO. 3 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(A) and Amendments Thereto Filed Pursuant to Rule 13d-2(A) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. 3 )* _____ CRDENTIA CORP. ______________ (Name of Issuer) Common Stock, $.0001 par value ______________________________ (Title of Class of Securities) 225235209 _________ (CUSIP Number) Ann E. Carey, Business Legal Assistant Howard Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 ______________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 2004 __________________ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of this 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 the disclosures provided in a prior cover page. CUSIP No. 225235209 SCHEDULE 13D Page 2 of 12 The information required in 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. 225235209 SCHEDULE 13D Page 3 of 12 1 Name of Reporting Person MEDCAP MANAGEMENT & RESEARCH LLC IRS Identification No. of Above Person 94-3411543 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds OO 5 Check Box if Disclosure of Legal Proceedings is [ ] Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 17,078,937 NUMBER OF 8 Shared Voting Power 0 SHARES BENEFICIALLY 9 Sole Dispositive Power 17,078,937 OWNED BY EACH REPORTING 10 Shared Dispositive Power 0 PERSON WITH 11 Aggregate Amount Beneficially Owned by Reporting Person 17,078,937 12 Check Box if the Aggregate Amount in Row 11 Excludes [ ] Certain Shares 13 Percent of Class Represented by Amount in Row 11 68.4% 14 Type of Reporting Person IA CUSIP No. 225235209 SCHEDULE 13D Page 4 of 12 1 Names of Reporting Persons MEDCAP PARTNERS L.P. IRS Identification Nos. of Above Persons 94-3412423 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 17,078,937 NUMBER OF 8 Shared Voting Power 0 SHARES BENEFICIALLY 9 Sole Dispositive Power 17,078,937 OWNED BY EACH REPORTING 10 Shared Dispositive Power 0 PERSON WITH 11 Aggregate Amount Beneficially Owned by Reporting Person 17,078,937 12 Check Box if the Aggregate Amount in Row 11 Excludes [ ] Certain Shares 13 Percent of Class Represented by Amount in Row 11 68.4% 14 Type of Reporting Person PN CUSIP No. 225235209 SCHEDULE 13D Page 5 of 12 1 Names of Reporting Persons C. FRED TONEY IRS Identification Nos. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds OO 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 17,078,937 NUMBER OF 8 Shared Voting Power 0 SHARES BENEFICIALLY 9 Sole Dispositive Power 17,078,937 OWNED BY EACH REPORTING 10 Shared Dispositive Power 0 PERSON WITH 11 Aggregate Amount Beneficially Owned by Reporting Person 17,078,937 12 Check Box if the Aggregate Amount in Row 11 Excludes [ ] Certain Shares 13 Percent of Class Represented by Amount in Row 11 68.4% 14 Type of Reporting Person IN, HC CUSIP No. 225235209 SCHEDULE 13D Page 6 of 12 Item 1. Security and Issuer This Schedule 13D ("Schedule") relates to shares of common stock, with par value $.0001 (the "Common Stock"), of Crdentia Corp. (the "Issuer"). The principal executive office of the Issuer is 14114 Dallas Parkway, Suite 600, Dallas, TX 75254. Item 2. Identity and Background This Schedule is filed on behalf of MedCap Partners L.P. ("MedCap"), MedCap Management & Research LLC ("MMR") and C. Fred Toney ("Toney"), each of whose principal business office address is 500 Third Street, Suite 535, San Francisco, CA 94107. MedCap is an investment limited partnership, whose general partner is MMR. MMR is an investment adviser registered under the laws of the State of California. Toney is MMR's sole managing member. None of MedCap, MMR nor Toney has, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). None of MedCap, MMR nor Toney has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which any of them became 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. MedCap is a Delaware limited partnership, MMR is a Delaware limited liability company and Toney is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration No funds were required in connection with the conversions and dividends described in Item 5(c). Item 4. Purpose of Transaction Medcap holds the Issuer's securities for investment purposes. Toney is a member of the Issuer's Board of Directors. Except as described herein, the reporting persons do not currently have any plans or proposals that relate to or would result in any of the following: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (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 change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; CUSIP No. 225235209 SCHEDULE 13D Page 7 of 12 (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes 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; (h) Causing a class of securities of the Issuer to be 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; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to those enumerated above. Depending upon market conditions and other factors, the reporting persons may acquire additional securities of the Issuer, or alternatively, may dispose of some or all of the securities of the Issuer beneficially owned by them. Item 5. Interest in Securities of the Issuer (a) MedCap beneficially owns 4,959,937 shares of Issuer's Common Stock, 3,750,000 shares of Issuer's Series B Preferred Stock, which are currently convertible into 1,250,000 shares of Common Stock, and 29,340 shares of Issuer's Series C Preferred Stock which are currently convertible into 2,934,000 shares of Common Stock. MedCap also owns warrants giving it the right to acquire 6,000 shares of Series B-1 Preferred Stock for $60.00 per share (6,000 shares of Series B-1 Preferred Stock, in turn, would currently be convertible into 600,000 shares of Common Stock) and 73,350 shares of Series C Preferred Stock for $60.00 per share (73,350 shares of Series C Preferred Stock, in turn, would currently be convertible into 7,335,000 shares of Common Stock). MMR as general partner and investment manager of MedCap and Toney as the sole managing member of MMR may be deemed to beneficially own the shares owned by MedCap in that they may be deemed to have the power to direct the voting or disposition of the shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that either MMR or Toney is, for any other purpose, the beneficial owner of any such securities to which this Schedule relates, and MMR and Toney disclaim beneficial ownership as to the Common Stock except to the extent of their respective pecuniary interests therein. Based on the number of shares outstanding reported in the Issuer's most recent quarterly report on Form 10-QSB and the Issuer's Form 8-K filed with the SEC via EDGAR on October 6, 2004, the percentage of Common Stock beneficially owned by MedCap, MMR and Toney for the purposes of this Schedule 13D is 68.4%. CUSIP No. 225235209 SCHEDULE 13D Page 8 of 12 (b) Reference is made hereby to Items 7 to 10 of pages 2, 3 and 4 of this Schedule, which Items are incorporated herein by reference. (c) On September 30, 2004, MedCap elected to convert 2,000,000 shares of Issuer's Series A Preferred Stock into 3,333,333 shares of Common Stock and 2,500,000 shares of Issuer's Series B Preferred Stock into 833,333 shares of Common Stock. In addition, on September 30, 2004 MedCap received the following dividends of Common Stock on the shares of Issuer's Series A Preferred, Series B Preferred and Series C Preferred Stock it held on September 30, 2004: (1) MedCap received a dividend of 250,000 shares of Common Stock on the 2,000,000 shares of Series A Preferred Stock it held, payable on June 16, 2004, September 16, 2004 and December 16, 2004 in consideration for early conversion. (2) MedCap received a dividend of 52,083 shares of Common Stock on the 6,250,000 shares of Series B Preferred Stock it held on September 30, 2004 and an additional dividend of 62,500 shares of Common Stock it would have received on December 31, 2004, March 31, 2005 and June 30, 2005 had it not previously converted 2,500,000 shares of Series B Preferred Stock. (3) MedCap received a dividend of 73,350 shares of Common Stock on the 29,340 shares of Series C Preferred Stock (convertible into 2,934,000 shares of Common Stock) it held on September 30, 2004. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer MedCap is a party to an Amended and Restated Registration Rights Agreement entitling it to registration rights with respect to Common Stock issuable upon conversion of its shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, including any Series B-1 Preferred or Series C Preferred issued upon exercise of the Warrants. CUSIP No. 225235209 SCHEDULE 13D Page 9 of 12 Item 7. Material to be Filed as Exhibits No. Exhibit - -- ------- 1. Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G 2. Amended and Restated Registration Rights Agreement between the Issuer and MedCap dated August 30, 2004 (included as Exhibit 2 to MedCap's, MMR's and Toney's Schedule 13D/A No. 1 filed with the Commission on September 3, 2004 and incorporated herein by reference) 3. Makewell Agreement between certain lenders of the Issuer, the Issuer and MedCap dated as of August 30, 2004 (included as Exhibit 3 to MedCap's, MMR's and Toney's Schedule 13D/A No. 1 filed with the Commission on September 3, 2004 and incorporated herein by reference) 4. Warrant to Purchase Shares of Series C Preferred Stock of the Issuer issued to MedCap dated August 30, 2004 (included as Exhibit 4 to MedCap's, MMR's and Toney's Schedule 13D/A No. 1 filed with the Commission on September 3, 2004 and incorporated herein by reference) 5. Warrant to Purchase Shares of Series B-1 Preferred Stock of the Issuer issued to MedCap dated August 31, 2004 (included as Exhibit 5 to MedCap's, MMR's and Toney's Schedule 13D/A No. 1 filed with the Commission on September 3, 2004 and incorporated herein by reference) 6. Warrant to Purchase Shares of Series C Preferred Stock of the Issuer issued to MedCap dated September 25, 2004 (included as Exhibit 6 to MedCap's, MMR's and Toney's Schedule 13D/A No. 2 filed with the Commission on September 24, 2004 and incorporated herein by reference) CUSIP No. 225235209 SCHEDULE 13D Page 10 of 12 Signatures ---------- After reasonable inquiry and to the best of each of the undersigned's respective knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED October 12, 2004 MEDCAP PARTNERS L.P. By its general partner MedCap Management & Research LLC /s/ C. Fred Toney ------------------------------ By: C. Fred Toney Its: Managing Member MEDCAP MANAGEMENT & RESEARCH LLC /s/ C. Fred Toney ------------------------------ By: C. Fred Toney Its: Managing Member C. FRED TONEY /s/ C. Fred Toney ------------------------------ CUSIP No. 225235209 SCHEDULE 13D Page 11 of 12 Exhibit Index Exhibit 1 Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G CUSIP No. 225235209 SCHEDULE 13D Page 12 of 12 Exhibit 1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of Crdentia Corp. For that purpose, the undersigned hereby constitute and appoint C. Fred Toney as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present. DATED: October 12, 2004 MEDCAP PARTNERS L.P. By its general partner MedCap Management & Research LLC /s/ C. Fred Toney --------------------------------- By: C. Fred Toney Its: Managing Member MEDCAP MANAGEMENT & RESEARCH LLC /s/ C. Fred Toney --------------------------------- By: C. Fred Toney Its: Managing Member C. FRED TONEY /s/ C. Fred Toney --------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----