-----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, Jb/H8IaCcACg2qQN0unldZI+1WyVCShmdcTkKM/7ZXeHKTelNmYV7EBzL3DfPv6+ bEnea4Ow7YfwqjPumwYVFg== 0001362310-08-004367.txt : 20080808 0001362310-08-004367.hdr.sgml : 20080808 20080808161543 ACCESSION NUMBER: 0001362310-08-004367 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080808 DATE AS OF CHANGE: 20080808 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: 081002715 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 c74454sc13dza.htm SCHEDULE 13D AMENDMENT NO. 8 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. 8 )*

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)
August 1, 2008
(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
     
     
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   16,415,590 shares
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,568,678 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  16,415,590 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)
   
  56.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

 

                     
CUSIP No.
  
63860C100  
  

 

           
1   NAMES OF REPORTING PERSONS

RGGPLS Holding, Inc. Stock Bonus Plan and Trust
     
     
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   554,021 shares
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    554,021 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  554,021 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)
   
  1.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

 

                     
CUSIP No.
  
63860C100 
  

 

           
1   NAMES OF REPORTING PERSONS

Glenn M. Parker, M.D.
     
     
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   114,406
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   16,415,590 shares
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,464,406 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,568,678 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  16,529,996 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)
   
  57.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

 

                     
CUSIP No.
  
63860C100  
  

 

           
1   NAMES OF REPORTING PERSONS

Lewis P. Stone
     
     
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   138,624 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   16,415,590 shares
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   138,624 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,568,678 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  16,554,214 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)
   
  57.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

 

                     
CUSIP No.
  
63860C100 
  

 

           
1   NAMES OF REPORTING PERSONS

Robert Gregg
     
     
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   12,120 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,347,219 shares
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   12,120 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,347,219 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,359,339 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)
   
  11.6%
     
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, February 13, 2007, July 18, 2007, and May 2, 2008.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following information at the conclusion of the Section:
In accordance with Section 3(b) of the Settlement Agreement and General Release between Robert Gregg and NationsHealth, Inc., (“NationsHealth”) on August 1, 2008, NationsHealth, Inc. purchased from the Robert Gregg 2004 Trust 224,120 shares of Common Stock at the closing market price of the Common Stock on August 1, 2008. After the sale of the 224,120 shares from the Robert Gregg 2004 Trust to NationsHealth, Robert Gregg directly owns 12,120 shares of Common Stock and beneficially owns 599,015 shares of Common Stock held by the Robert Gregg 2004 Trust and 2,748,204 shares of Common Stock held by the Robert Gregg 2004 Multigenerational Trust (the “Gregg Multigenerational Trust”).
On June 1, 2008, upon the satisfaction of certain conditions, the Incentive Plan transferred an aggregate of 142,226 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 2008 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 2008 Transfer to the Beneficiaries.
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 6,568,678 shares of Common Stock, which represents 22.8% of the shares of Common Stock outstanding as of August 4, 2008. 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, the Irrevocable Proxy 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 554, 021 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, 599,015 shares of Common Stock held by the Robert Gregg 2004 Trust, 2,748,204 shares of Common Stock held by the Gregg Multigenerational Trust and 1,350,000 shares held by Dr. Parker, respectively, for a total beneficial ownership of 16,415,590 shares of Common Stock, which represents 56.9% of the shares of Common Stock outstanding as of August 4, 2008.
As a result of the June 2006 Transfer, the December 2006 Transfer, the June 2007 Transfer, the December 2007 Transfer and the June 2008 Transfer as described in Item 4, the Incentive Plan may be deemed the beneficial owner of, and has voting power over, 554,021 shares of Common Stock, which represents 1.9% of the shares of Common Stock outstanding as of May 2, 2008.
Glenn M. Parker, M.D., as a managing member of RGGPLS, may be deemed the beneficial owner, with shared dispositive and voting power, of 6,568,678 shares of Common Stock held by RGGPLS which represents 22.8% of the shares of Common Stock outstanding as of August 4, 2008. 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 554,021 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, 599,015 shares of Common Stock held by the Robert Gregg 2004 Trust and 2,748,204 shares of Common Stock held by the Gregg Multigenerational Trust. 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 114,406 shares of Common Stock, for a total beneficial ownership of 16,529,996 shares of Common Stock, which represents 57.0% of the shares of Common Stock outstanding as of August 4, 2008.
Lewis P. Stone, as a managing member of RGGPLS, may be deemed the beneficial owner, with shared dispositive and voting power, of 6,568,678 shares of Common Stock held by RGGPLS which represents 22.8% of the shares of Common Stock outstanding as of August 4, 2008. 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 554,021 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, 599,015 shares of Common Stock held by the Robert Gregg 2004 Trust, 2,748,204 shares of Common Stock held by the Gregg Multigenerational Trust 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 130,750 shares of Common Stock, for a total beneficial ownership of 16,554,214 shares of Common Stock, which represents 57.1% of the shares of Common Stock outstanding as of August 4, 2008.

 

 

 

Robert Gregg may be deemed the beneficial owner, with shared dispositive and voting power, of 3,359,339 shares of Common Stock, of which 599,015 shares are held by the Robert Gregg 2004 Trust, 2,748,204 shares of Common Stock are held by the Gregg Multigenerational Trust, and 12,120 held directly, representing 11.6% of the shares of Common Stock outstanding as of August 4, 2008. Through December 31, 2010, RGGPLS, LLC has an irrevocable right to vote 3,347,219 shares held by the Robert Gregg 2004 Trust and the Gregg Multigenerational Trust while the shares are held by these trusts, except in limited circumstances.
Of the 6,568,678 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 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 and Lewis P. Stone. 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 28,864,909 shares of Common Stock issued and outstanding as of August 4, 2008, excluding 534,896 shares of treasury stock.
Other than as set forth above, no shares of Common Stock are beneficially owned by any of the Reporting Persons.
(c). On June 1, 2008, the June 2008 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: August 6, 2008
         
  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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