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 1 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 -------------------------------------------------------------------------------- 2 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 3 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 5