-----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, TW5Etke/fGBkTealXeTGn41Zg5oA4o2KPm0iOai+xiPD0h1MitmnJJmS1bnpvMKl QHCmUazlwLmfDelQriC1FQ== 0001104659-03-028145.txt : 20031209 0001104659-03-028145.hdr.sgml : 20031209 20031209170114 ACCESSION NUMBER: 0001104659-03-028145 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIDDLE ROBIN DEANNE CENTRAL INDEX KEY: 0001271494 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 6404 SUDBURY ROAD CITY: PLANO STATE: TX ZIP: 75024 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-78465 FILM NUMBER: 031045290 BUSINESS ADDRESS: STREET 1: 455 MARKET STREET STREET 2: SUITE 1220 CITY: SAN FRANCISCO STATE: CA ZIP: 94105-2441 BUSINESS PHONE: 415-543-1535 MAIL ADDRESS: STREET 1: 455 MARKET STREET STREET 2: SUITE 1220 CITY: SAN FRANCISCO STATE: CA ZIP: 94105-2441 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 SC 13D 1 a03-5991_1sc13d.htm SC 13D

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.     )*

CRDENTIA CORP.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

225235 10 0

(CUSIP Number)

 

Robin Deanne Riddle

6404 Sudbury

Plano, TX 75024

972-370-0784

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 9, 2003

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 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).

 



 

CUSIP No.   225235 10 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Robin Deanne Riddle

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [    ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     [    ]

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,072,536

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,072,536

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.64%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

Item 1.

Security and Issuer

This Schedule relates to the common stock, par value $0.0001 per share (the "Common Stock" or the "Shares"), of Crdentia Corp., a Delaware corporation (the "Issuer" or the "Corporation").  The principal executive offices of the Corporation are located at 455 Market Street, Suite 1220, San Francisco, California 94105-2441.  The approximate aggregate percentage of shares of Common Stock reported beneficially owned by the Reporting Person (as defined below) is based on 19,019,267 Shares outstanding, which is the total number of shares of Common Stock outstanding as of December 2, 2003.  Unless otherwise indicated, the holdings reported herein are as of the close of business on December 2, 2003.

 

Item 2.

Identity and Background

(a)

Name of person filing this Schedule:  Robin Deanne Riddle ("Reporting Person").

(b)

Reporting Person's Address: 6404 Sudbury, Plano, TX 75024

(c)

Reporting Person's present occupation: Investor

(d)

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and was not and is not 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.

(f)

The Reporting Person is a citizen of the United States.

 

Item 3.

Source and Amount of Funds or Other Consideration

744,020 Shares were acquired, pursuant to an Agreement and Plan of Reorganization dated November 4, 2003 (the “Reorganization Agreement”) between the Corporation, PSR Acquisition Corporation, a wholly-owned subsidiary of the Corporation, PSR Holdings Acquisition Corporation, a wholly-owned subsidiary of the Corporation, PSR Nurse Recruiting, Inc., a Texas corporation, and PSR Nurses Holdings Corp., a Texas corporation.  The Reorganization Agreement, provided that PSR Acquisition Corporation will be merged into PSR Nurse Recruiting, Inc. and PSR Nurse Recruiting, Inc. will survive the merger as a subsidiary of the Corporation and that PSR Holdings Acquisition Corporation will be merged into PSR Nurses Holding Corp. and PSR Nurses Holding Corp. will survive the merger as a subsidiary of the Corporation.  Under the terms and conditions of the merger, each shareholder of PSR Nurse Recruiting, Inc. and PSR Nurses Holding Corp. received their ratable portion of shares of 3,418,789 shares of the Corporation’s Common Stock. 

 

In addition, as provided in the Reorganization Agreement, the Reporting Person received (1) 167,623 Shares of the Corporation’s Common Stock and (2) a $1.2 million principle amount, Convertible Subordinated Promissory Note in exchange for amending, restating and renewing a $1,800,000 promissory note payable to Reporting Person which the Corporation assumed as part of the merger.  The Convertible Subordinated Promissory Note is convertible into the Corporation’s Common Stock with the number of shares of Common Stock at conversion being equal to the quotion obtained by dividing (a) the aggregate outstanding principle due, plus accrued and unpaid interest on the note by the conversion price which is defined to mean the closing price of the Common Stock as reported on the National Association of Securities Dealers, Inc. over-the-counter bulletin board (the “OTCBB”) or other national stock exchange on the date of such conversion.  Notwithstanding the foregoing, if the Corporation’s Common Stock is not traded on the OTCBB or other national exchange on such conversion date the “conversion price” shall mean the fair market value of the Common Stock is determined in good faith by the Corporation’s Board of Directors with the right of the Reporting Person to withdraw the notice of conversion if the good faith price determination is not satisfactory to the Reporting Person.  At closing on December 2, 2003, the Convertible Subordinated Promissory Note if conversion rights were exercised by the Reporting Person would have been convertible into approximately 235,294 shares of Common Stock.

 

Item 4.

Purpose of Transaction

The acquisition of the Corporation’s securities was made in exchange for securities of PSR Nurse Recruiting, Inc. and PSR Nurses Holding Corp. (collectively “PSR”) and assuming and restructuring certain debt of PSR pursuant to the terms and conditions of the Reorganization Agreement.  Depending on market conditions and other factors that the Reporting Person, acting for her own account, may deem material to her investment decision, the Reporting Person may purchase additional Shares in the open market or in private transactions or may dispose of all or any portion of the Shares that she now controls or may hereinafter may acquire.  Any such future decisions will be made by the Reporting Person in light of the then current financial condition and prospects of the Corporation, the market value of the Shares, the financial condition of the Reporting Person and other relevant factors.

Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer

The Reporting Person beneficially owns an aggregate of 1,072,536 Shares, representing 5.64% of the outstanding Common Stock of the Corporation.  Reporting Person has sole power to vote or to direct the vote and to dispose or direct the disposition of all such Shares.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None

 

Item 7.

Material to Be Filed as Exhibits

Exhibit 99.1  Convertible Subordinated Promissory Note

3



 

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.

 

December 9, 2003

 

Date

 


/s/ Robin Deanne Riddle

 

Signature

 


Robin Deanne Riddle, an Individual

 

Name/Title

 

4


EX-99.1 3 a03-5991_1ex99d1.htm EX-99.1

Exhibit 99.1

 

THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES, BLUE SKY OR OTHER APPLICABLE LAWS OF ANY STATE, OR ANY OTHER RELEVANT JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS IT IS (A) REGISTERED AND/OR QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF U.S. FEDERAL SECURITIES LAWS, THE SECURITIES, BLUE SKY, OR OTHER APPLICABLE LAWS OF ANY STATE, OR OTHER RELEVANT JURISDICTION OR (B) EXEMPT FROM SUCH REGISTRATION OR QUALIFICATION.  THEREFORE, NO SALE, PLEDGE OR OTHER TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE, PLEDGE, OR OTHER TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN DULY REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED OR APPROVED UNDER THE SECURITIES, BLUE SKY, OR OTHER APPLICABLE LAWS OF ANY STATE, OR OTHER RELEVANT JURISDICTION, OR (B) THE OBLIGOR SHALL HAVE BEEN SATISFIED THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED.

 

 

Convertible Subordinated Promissory Note

 

 

$1,200,000 – Principal Amount

 

Issue Date – November           , 2003

 

For Value Received, Crdentia Corp., a Delaware corporation ("Obligor"), hereby promises to pay to the order of Robin Riddle or her assigns ("Holder"), in lawful money of the United States at the address of Holder set forth below, the principal sum of One Million Two Hundred Thousand Dollars ($1,200,000), together with interest thereon as provided in this Promissory Note (the "Note") on the unpaid principal balance.  Interest shall accrue at a rate of twelve percent (12%) per annum, simple interest, until paid in full.

 

Subject to the conversion provisions set forth herein, unpaid principal under this Note together with all accrued and unpaid interest shall be paid to Holder as follows:  Beginning on December 1, 2003 and continuing through November 1, 2006, Obligor shall make a total of thirty-six (36) equal, consecutive monthly payments to Holder each in the amount of Thirty-Nine Thousand Eight Hundred Fifty-Seven and 81/100 Dollars ($39,857.81) consisting of principal and interest amortized from the period beginning October 31, 2003, which such payments shall be made within ten (10) business days of the first date of such month.  Notwithstanding the foregoing, this Note may be prepaid, in whole or in part, at any time without premium or penalty.

 

The outstanding principal balance (plus accrued and unpaid interest on the date thereon) on this Note shall be converted at Holder's option and in Holder's sole discretion into shares of Obligor's Common Stock (the "Common Stock") upon delivery of written notice by Holder to Obligor.  The number of shares of Common Stock shall be equal to the quotient obtained by dividing (a) the aggregate outstanding principal due, plus accrued and unpaid interest on this

 



 

Note on the date of conversion by (b) the Conversion Price.  For purposes of this Note, the "Conversion Price" shall mean the closing price of the Common Stock as reported on the National Association of Securities Dealers, Inc. Over the Counter Bulletin Board (the "OTCBB") or other national stock exchange on the date of such conversion.  Notwithstanding the foregoing, in the event that Obligor's Common Stock is not traded on the OTCBB or other national stock exchange on the date of such conversion, the "Conversion Price" shall be the fair market value of Obligor's Common Stock as determined in good faith by Obligor's board of directors, which Conversion Price so determined shall be delivered in writing to Holder, who shall have 10 business days after receipt thereof to withdraw the notice of conversion.  In the event of any such withdrawal, the notice of conversion shall be void ab initio.

 

No fractional shares will be issued upon conversion of this Note.  In lieu of any fractional share to which Holder would otherwise be entitled, Obligor will pay Holder in cash that amount of the unconverted principal and interest balance of this Note.  Upon conversion of this Note into such equity securities, Holder shall surrender this Note, duly endorsed, at the principal offices of Obligor or any transfer agent for Obligor.  At its expense, Obligor will, as soon as practicable thereafter, issue and deliver to Holder a certificate for the number of shares of equity securities to which Holder is entitled upon such conversion, together with any other securities and property to which Holder is entitled upon such conversion under the terms of this Note, including a check payable to Holder for any cash amounts payable as described above.  Upon conversion of this Note into such equity securities, Obligor will be forever released from all its obligations and liabilities under this Note, including without limitation the obligation to pay the principal and interest amounts.

 

If any payment of principal or interest on this Note shall become due on a Saturday, Sunday, or a public holiday under the laws of the State of California, such payment shall be made on the next succeeding business day.

 

The indebtedness evidenced by this Note is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Obligor's Senior Debt.  For purposes of this Note, "Senior Debt" shall mean, except as otherwise provided herein: (a) any indebtedness of Obligor (plus interest, premium and penalties due from or arising out of such indebtedness, or any refinancing thereof): (i) for borrowed funds; (ii) due to the sellers or lessors of any real or personal property to Obligor; or (iii) for reimbursement obligations with respect to letters of credit; (b) any other indebtedness of Obligor, except to the extent that the holder of such indebtedness otherwise agrees in writing; and (c) any debentures, notes or other evidences of indebtedness issued in exchange for any of the foregoing indebtedness, or any indebtedness arising from the satisfaction of such indebtedness by a guarantor.  Notwithstanding anything herein to the contrary, Senior Debt shall not include any indebtedness of Obligor (or of any subsidiary of Obligor) incurred as seller financing in connection with acquisitions of temporary nurses staffing companies or travel nurse companies consummated prior to or following the date hereof.  Notwithstanding anything herein to the contrary, no payment of principal or interest shall be made on this Note if, but only as long as, there exists any default, or the existence of any event which, with the giving of notice, would constitute a default, in the payment of Senior Debt, as determined by the terms of any such Senior Debt.  Holder shall execute, at or following the date hereof, as the case may be, all

 



 

subordination documents required by the holders of Senior Debt necessary to effectuate the terms of the foregoing.

 

In the event that Obligor (a) fails to make payment on any date for payment herein above specified of any principal and/or interest due hereunder on such date, (b) admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of creditors or files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law, or any other law or laws for the relief of, or relating to, debtor or (c) an involuntary petition is filed against Obligor under any bankruptcy, reorganization, insolvency or moratorium law, or any other law or laws for the relief of, or relating to, debtors unless such petition shall be dismissed or vacated within sixty (60) days of the date thereof, Obligor shall be deemed to be in default hereunder.  In the event of such default, Holder may, at Holder's option and in Holder's sole discretion, ten (10) business days after giving notice of default to Obligor, accelerate the maturity of all amounts due under this Note by giving notice of such acceleration.

 

The acceptance by Holder of any payment hereunder which is less than the payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to accelerate at that time or any subsequent time or nullify any prior acceleration without the express consent of Holder except as and to the extent otherwise provided by law.

 

Obligor waives presentment, demand for performance, notice of nonperformance, protest, notice of protest, and notice of dishonor (but not notice of default).  No delay on the part of Holder in exercising any right hereunder shall operate as a waiver of such right under this Note.  This Note is being delivered in and shall be construed in accordance with the laws of the State of California as applied to contracts entered into by California residents within the State of California, which contracts are to be performed entirely within the State of California.

 

The right to plead any and all statutes of limitations as a defense to any demand on this Note, or any guaranty hereof, or any agreement to the same, or any instrument securing this Note, or any and all obligations or liabilities arising out of or in connection with this Note, is expressly waived by Obligor and each and every endorser or guarantor if any, to the fullest extent permitted by law.

 

Notwithstanding anything to the contrary contained herein, the total liability for payments hereunder in the nature of interest shall not exceed the limits imposed by applicable interest rate limitation laws.

 

The provisions of this Note are intended by Obligor to be severable and divisible and the invalidity or unenforceability of a provision or term herein shall not invalidate or render unenforceable the remainder of this Note or any part thereof.

 

If the indebtedness represented by this Note or any part thereof is collected at law or in equity or in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, Obligor agrees to pay, in addition to the principal and interest payable hereon, reasonable attorneys' fees and costs incurred by Holder.

 



 

Any notice or other communication (except payment) required or permitted hereunder shall be in writing and shall be deemed to have been given upon delivery if personally delivered or one day after deposit if deposited in the United States mail for mailing by certified mail, postage prepaid, and addressed as follows:

 

If to Holder:                                Rison Management Services, L.P.

14114 Dallas Parkway, Suite 220

Dallas, Texas 75240

Attention:  Robin D. Riddle

 

If to Obligor:                            Crdentia Corp.

455 Market Street, Suite 1220

San Francisco, California 94105

Attention:  James D. Durham

 

with a copy to:                 Steven G. Rowles, Esq.

Morrison & Foerster LLP

3811 Valley Centre Drive, Suite 500

San Diego, California 92130

 

Any payment shall be deemed made upon receipt by Holder.  Each of Holder or Obligor may change her or its address for purposes of this paragraph by giving to the other party notice in conformance with this paragraph of such new address.

 

This Note is a renewal, extension and restatement of that certain Amended and Restated Line of Credit Promissory Note executed by PSR Nurses, Ltd. (the "Partnership") in favor of Holder on April 1, 2003 (the "Prior Note").  Upon Holder's acceptance of this Note, the Prior Note shall be concurrently surrendered to Obligor for cancellation and neither Obligor, the Partnership nor Holder shall have any continuing rights or obligations thereunder.  In addition, upon acceptance of this Note, Holder agrees to release certain security interests she may have with respect to certain assets of the Partnership pursuant to that certain Amended Third Lien Security Agreement dated April 1, 2003 and authorizes the filing of any necessary filings and releases to effect the intent of the foregoing.

 

Obligor:

 

Crdentia Corp.,

 

 

a Delaware corporation

 

 

 

 

 

By:

 

 

Name:  James D. Durham

 

 

Title:  Chief Executive Officer

 

 

 

Holder:

 

Robin D. Riddle

 

 

 

 

 

/s/ Robin D. Riddle

 

 

 

Robin D. Riddle

 


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