-----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, UMW3Wy0kLf2Rv1dKsnHSOKmNF0WBVM2uUb58P1nQ1X9YQZFhPeBEctihwN1/03O7 BTOWZCZUdflpTWhHWhHq5w== 0001362310-07-001353.txt : 20070718 0001362310-07-001353.hdr.sgml : 20070718 20070718161726 ACCESSION NUMBER: 0001362310-07-001353 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070718 DATE AS OF CHANGE: 20070718 GROUP MEMBERS: GLENN M. PARKER, M.D. GROUP MEMBERS: LEWIS P. STONE GROUP MEMBERS: RGGPLS HOLDING, INC. STOCK BONUS PLAN AND TRUST GROUP MEMBERS: ROBERT GREGG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NationsHealth, Inc. CENTRAL INDEX KEY: 0001233426 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 061688360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79247 FILM NUMBER: 07986681 BUSINESS ADDRESS: STREET 1: 13650 N.W. 8TH STREET STREET 2: SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 6102932511 MAIL ADDRESS: STREET 1: 13650 N.W. 8TH STREET STREET 2: SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 FORMER COMPANY: FORMER CONFORMED NAME: MILLSTREAM ACQUISITION CORP DATE OF NAME CHANGE: 20030516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RGGPLS, LLC CENTRAL INDEX KEY: 0001302789 IRS NUMBER: 342028098 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13650 N.W. 8TH STREET, SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 954-903-5000 MAIL ADDRESS: STREET 1: 13650 N.W. 8TH STREET, SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 FORMER COMPANY: FORMER CONFORMED NAME: RGGPLS Holding, Inc. DATE OF NAME CHANGE: 20040910 SC 13D/A 1 c70787sc13dza.htm SCHEDULE 13D/A Filed by Bowne Pure Compliance
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6 )*

NATIONSHEALTH, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
63860C100
(CUSIP Number)
RGGPLS, LLC
13650 N.W. 8th St., Suite 109
Sunrise, Florida 33325
Tel. (954) 903-5000


with a copy to:
Ira Coleman, Esq.
McDermott Will & Emery LLP
201 South Biscayne Boulevard
Miami, FL 33131
Tel. (305) 358-3500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 16, 2007
(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. o

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.
  
63860C100 
  

 

           
1   NAMES OF REPORTING PERSONS:

RGGPLS, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  34-2028098
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   17,075,098 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    10,140,017 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  17,075,098 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  59.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

 

                     
CUSIP No.
  
63860C100 
  

 

           
1   NAMES OF REPORTING PERSONS:

RGGPLS Holding, Inc. Stock Bonus Plan and Trust
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   989,409 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    989,409 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  989,409 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  3.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

 

                     
CUSIP No.
  
63860C100 
  

 

           
1   NAMES OF REPORTING PERSONS:

Glenn M. Parker, M.D.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF   81,718
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   17,075,098
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   1,431,718 shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    10,140,017 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  17,156,816 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  59.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 

                     
CUSIP No.
  
63860C100 
  

 

           
1   NAMES OF REPORTING PERSONS:

Lewis P. Stone
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   89,592 shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   17,075,098 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   89,592 shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    10,140,017 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  17,164,690 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  59.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 

                     
CUSIP No.
  
63860C100 
  

 

           
1   NAMES OF REPORTING PERSONS:

Robert Gregg
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF   288,000 shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   17,075,098 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   288,000 shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    10,140,017 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  17,363,098 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  60.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 

THIS SCHEDULE 13D/A is filed by RGGPLS, LLC (reorganized from RGGPLS Holding, Inc.) (“RGGPLS”), the RGGPLS Holding, Inc. Stock Bonus Plan & Trust (the “Incentive Plan”), Robert Gregg, Lewis Stone and Glenn M. Parker, M.D. (collectively, the “Reporting Persons”). This filing shall serve to further amend the Schedule 13D filed by the Reporting Persons on September 10, 2004 and amended on January 11, 2005, March 14, 2005, July 12, 2005, December 16, 2005 and February 13, 2007.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following information at the conclusion of the Section:
On June 1, 2007, upon the satisfaction of certain vesting conditions, the Incentive Plan transferred an aggregate of 256,514 shares of Common Stock, previously awarded, into the names of the Beneficiaries (as defined in the Incentive Plan) pursuant to Section 3(a) of the Incentive Plan (the “June 2007 Transfer”) and the terms of a Letter of Instruction from the Incentive Plan and its broker to Continental Stock Transfer & Trust Company describing the terms of the June 2007 Transfer to the Beneficiaries.
Distribution to Robert Gregg Revocable Trust Dated December 18, 2000
On July 16, 2007, RGGPLS transferred 288,000 shares of Common Stock to the Robert Gregg Revocable Trust Dated December 18, 2000 (the “Gregg Revocable Trust”).
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) and (b). RGGPLS is the owner, with shared dispositive and voting power, of 10,140,017 shares of Common Stock, which represents 35.1% of the shares of Common Stock outstanding as of June 30, 2007. As a result of the rights granted to RGGPLS under the Incentive Plan, the stockholders agreement dated as of March 9, 2004, and amended as of June 2, 2004, by and among the Corporation, RGGPLS and GRH (the “Merger Stockholder Agreement”), the MHR Stockholder Agreement and the Parker Voting Agreement described in Item 4 above, RGGPLS may also be deemed the beneficial owner, with shared voting power, of an additional 989,409 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH, 1,785,714 shares issued to the Investors and 1,350,000 shares held by Dr. Parker, respectively, for a total beneficial ownership of 17,075,098 shares of Common Stock, which represents 59.0% of the shares of Common Stock outstanding as of June 30, 2007.
As a result of the June 2006 Transfer, the December 2006 Transfer and the June 2007 Transfer as described in Item 4, the Incentive Plan may be deemed the beneficial owner of, and has voting power over, 989,409 shares of Common Stock, which represents 3.4% of the shares of Common Stock outstanding as of June 30, 2007.
Glenn M. Parker, M.D., as a managing member of RGGPLS, may be deemed the beneficial owner, with shared dispositive and voting power, of 10,140,017 shares of Common Stock held by RGGPLS which represents 35.1% of the shares of Common Stock outstanding as of June 30, 2007. As a result of Dr. Parker’s position as a managing member of RGGPLS and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholder Agreement and the MHR Stockholder Agreement described in Item 4 above, Dr. Parker may also be deemed the beneficial owner, with shared voting power, of an additional 989,409 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH and 1,785,714 shares issued to the Investors. In addition, Dr. Parker owns 1,350,000 shares of Common Stock in his individual capacity, over which he shares voting control with RGGPLS pursuant to the terms of the Parker Voting Agreement, and holds currently exercisable options to purchase an additional 81,718 shares of Common Stock, for a total beneficial ownership of 17,156,816 shares of Common Stock, which represents 59.2% of the shares of Common Stock outstanding as of June 30, 2007.
Lewis P. Stone, as a managing member of RGGPLS, may be deemed the beneficial owner, with shared dispositive and voting power, of 10,140,017 shares of Common Stock held by RGGPLS which represents 35.1% of the shares of Common Stock outstanding as of June 30, 2007. As a result of Mr. Stone’s position as a managing member of RGGPLS and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholder Agreement, the MHR Stockholder Agreement and the Parker Voting Agreement described in Item 4, Mr. Stone may also be deemed the beneficial owner, with shared voting power, of an additional 989,409 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH, 1,785,714 shares issued to the Investors and 1,350,000 shares of Common Stock held by Dr. Parker. In addition, Mr. Stone holds 7,874 shares of Common Stock over which he has sole voting and dispositive power and holds currently exercisable options to purchase an additional 81,718 shares of Common Stock, for a total beneficial ownership of 17,164,690 shares of Common Stock, which represents 59.2% of the shares of Common Stock outstanding as of June 30, 2007.
Robert Gregg, as a managing member of RGGPLS, may be deemed the beneficial owner, with shared dispositive and voting power, of 10,140,017 shares of Common Stock held by RGGPLS which represents 35.1% of the shares of Common Stock outstanding as of June 30, 2007. As a result of Mr. Gregg’s position as a managing member of RGGPLS and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholder Agreement, the MHR Stockholder Agreement and the Parker Voting Agreement described in Item 4, Mr. Gregg may also be deemed the beneficial owner, with shared voting power, of an additional 989,409 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH, 1,785,714 shares issued to the Investors and 1,350,000 shares of Common Stock held by Dr. Parker and 288,000 shares held by the Gregg Revocable Trust, for a total beneficial ownership of 17,363,098 shares of Common Stock, which represents 60.0% of the shares of Common Stock outstanding as of June 30, 2007.

 

 

 

Of the 10,140,017 shares of Common Stock held by RGGPLS, 200,000 shares of RGGPLS restricted stock (the “Restricted Stock”) were granted to Sharad Mansukani, M.D., pursuant to that certain Employment Agreement, dated as of March 9, 2005 (the “Mansukani Agreement”), by and between NationsHealth, Inc. (“NationsHealth”) and Mansukani, as amended by that certain Amendment to Employment Agreement, dated June 21, 2006 (the “Mansukani Amendment”), on June 21, 2006. The Restricted Stock is subject to the terms and conditions set forth in that certain Restricted Purchase Agreement, dated as of June 21, 2006, by and between NationsHealth and Mansukani, including, but not limited to, (i) restrictions on transfer and (ii) a time vesting requirement that the Restricted Stock shall not vest until June 21, 2011 at which time 100% of the Restricted Stock shall vest; provided, however, that in the event (i) Mansukani’s employment is terminated by NationsHealth without cause or for disability or Mansukani resigns for good reason before June 21, 2011, the Restricted Stock shall accelerate and 100% of the Restricted Stock shall vest, and (ii) of a change of control, 100% of the Restricted Stock shall vest (a) nine (9) months following such change of control so long as Mansukani remains employed by NationsHealth or (b) immediately, if Mansukani is terminated by the surviving entity without cause or Mansukani resigns for good reason during the nine (9) month period following such change of control. Upon vesting, RGGPLS shall cause the Restricted Stock to be distributed to Mansukani equally from the RGGPLS shares held and/or beneficially owned by each of Glenn M. Parker, Lewis P. Stone and Robert Gregg. In connection with the grant of the Restricted Stock to Mansukani, Mansukani has delivered an irrevocable proxy naming Glenn M. Parker as his proxy and attorney in fact to vote, to act by written consent, or to grant a consent, proxy or approval with respect to the Restricted Stock.
The calculation of the foregoing percentages is based on information from the Corporation stating that there were 28,917,856 shares of Common Stock issued and outstanding as of June 30, 2007.
Other than as set forth above, no shares of Common Stock are beneficially owned by any of the Reporting Persons.
(c). On June 1, 2007, the June 2007 Transfer was made, described in Item 4 above, which description is incorporated herein by reference.
(d). None.
(e). Not applicable.

 

 

 

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.
Dated: July 16, 2007
             
    RGGPLS, LLC
 
            
    By:   /s/ Glenn M. Parker
         
 
      Name:   Glenn M. Parker, M.D.
 
      Title:   Managing Member
 
            
        /s/ Glenn M. Parker
         
        Glenn M. Parker, M.D.
 
            
        /s/ Lewis P. Stone
         
        Lewis P. Stone
 
            
        /s/ Robert Gregg
         
        Robert Gregg
 
            
    RGGPLS HOLDING, INC. STOCK BONUS PLAN AND TRUST
 
            
    By:   RGGPLS, LLC as Trustee
 
            
    By:   /s/ Glenn M. Parker
         
 
      Name:   Glenn M. Parker, M.D.
 
      Title:   Managing Member

 

 

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