0001019056-05-000169.txt : 20120725
0001019056-05-000169.hdr.sgml : 20120725
20050208163050
ACCESSION NUMBER: 0001019056-05-000169
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050208
DATE AS OF CHANGE: 20050208
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: DOBI MEDICAL INTERNATIONAL INC
CENTRAL INDEX KEY: 0001111697
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
IRS NUMBER: 980222710
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-79387
FILM NUMBER: 05584388
BUSINESS ADDRESS:
STREET 1: 1200 MACARTHUR BLVD
CITY: MAHWAH
STATE: NJ
ZIP: 07430
BUSINESS PHONE: 2017606464
MAIL ADDRESS:
STREET 1: 1200 MACARTHUR BLVD
CITY: MAHWAH
STATE: NJ
ZIP: 07430
FORMER COMPANY:
FORMER CONFORMED NAME: LIONS GATE INVESTMENT LTD
DATE OF NAME CHANGE: 20000412
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ZELNICK STRAUSS
CENTRAL INDEX KEY: 0001223489
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: C/O ZELNICKMEDIA
STREET 2: 650 FIFTH AVE 31ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
SC 13D/A
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dobi_13dzelnick.txt
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
DOBI Medical International, Inc.
--------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
256058 10 8
(CUSIP Number)
Strauss Zelnick
c/o ZelnickMedia
650 Fifth Avenue
New York, NY 10019
(212) 223-1383
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 17, 2004 and January 28, 2005
------------------------------------------------------
(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 which is the subject of this Statement because of
Rule 13d-1(b)(3) or (4), check the following: [ ]
* 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 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).
SCHEDULE 13D/A
CUSIP NO. 256058 10 8
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS
Strauss Zelnick
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
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 citizen
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,014,623
Number of ------------------------------------------------------------
Shares Bene- 8 SHARED VOTING POWER
ficially
Owned by 0
Reporting ------------------------------------------------------------
Person With 9 SOLE DISPOSITIVE POWER
2,014,623
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,623
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
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Item 1. Security and Issuer.
The class of securities to which this amended statement relates is
Common Stock, $0.0001 par value (the "DOBI Common"), of DOBI Medical
International, Inc., a Delaware corporation (the "Issuer"). The address of the
principal executive office of the Issuer is 1200 MacArthur Boulevard, Mahwah,
New Jersey 07430.
Item 2. Identity and Background.
Names of Person Filing:
(a) This statement is filed on behalf of Strauss Zelnick as an amended
statement on Schedule 13D (the "Reporting Party").
(b) Mr. Zelnick's business address is c/o ZelnickMedia, 650 Fifth
Avenue, New York, NY 10019.
(c) Mr. Zelnick is a principal at ZelnickMedia, whose principal business
is media and entertainment investments.
(d) Mr. Zelnick has not, during the five years prior to the date hereof,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Zelnick has not, during the five years prior to the date hereof,
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which he was 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.
(f) Mr. Zelnick is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Party originally acquired 460,000 shares of DOBI
Common from one of the Issuer's shareholders in a private transaction prior to
the Issuer's December 9, 2003 reverse merger transaction with Lions Gate
Investment Limited, a Nevada corporation.
Concurrent with the closing of the merger, at the December 2003
closing of the first tranche of a private placement transaction with the Issuer,
the Reporting Party acquired 766,667 shares of DOBI Common for $1.00 per share
and three-year warrants to purchase an additional 383,334 shares of DOBI Common
at an exercise price of $1.54 per share. In addition, at the closing of such
December 2003 private placement, the Reporting Party received three-year
warrants to purchase 285,000 shares of DOBI Common at an exercise price of $1.54
per share, which warrants were assigned to the Reporting Party by certain
financial advisors to the Issuer in connection with the merger.
In connection with the December 17, 2004 closing of the second
tranche of the foregoing private placement, the Reporting Party acquired 836,364
shares of DOBI Common for $0.50 per share and three-year warrants to purchase
and additional 209,091 shares of DOBI Common at an exercise price of $1.54 per
share.
Item 4. Purpose of Transaction.
The Reporting Party has acquired the DOBI Common beneficially owned
by him for investment purposes. Except as indicated in this Schedule 13D/A, the
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Reporting Party currently has no plans or proposals that relate to or would
result in any of the matters described in subparagraphs (a) through (j) of Item
4 of Schedule 13D/A.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this amendment, the Reporting Party beneficially
owns 2,014,623 shares, or 4.6%, of the DOBI Common.
(b) The Reporting Party holds the power to vote or to direct the vote
and to dispose or to direct the disposition of all shares beneficially owned by
it.
(c) From and including October 28, 2004 through and including December
10, 2004, the Reporting Party disposed of approximately 300,333 shares of DOBI
Common in the open market at an average sales price per share of approximately
$0.63 resulting in aggregate proceeds of approximately $189,758. Since the
foregoing period, the Reporting Party disposed of the following shares in the
open market on the following dates, which results in the Reporting Party holding
less than 5% of the DOBI Common as of the date of this amendment:
Date Number of Shares Price Per Share Net Proceeds
---- ---------------- --------------- ------------
1/25/05 20,000 $.89 $ 17,621.41
1/27/05 10,000 $.85 $ 8,349.72
1/28/05 240,000 $.81 $192,449.60
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
In consideration of certain advisory services to the Issuer and
arrangements with Verus International Group Limited, the Issuer's financial
advisor, the Reporting Party received warrants to purchase an aggregate of
285,000 additional shares of DOBI Common, which shares are included in those
shares of DOBI Common held by the Reporting Party and set forth in this
statement. All or a portion of the shares of DOBI Common described hereunder
have the benefit of registration rights under a registration statement currently
on file with the Securities and Exchange Commission.
Except as indicated in this Schedule 13D/A and the attached
exhibits, there is no contract, arrangement, understanding or relationship
between the Reporting Party and any other person with respect to any securities
of the Company.
Item 7. Material to be Filed as Exhibits:
None.
4
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 8, 2005
/s/ STRAUSS ZELNICK
---------------------------------
Strauss Zelnick
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