0001144204-13-019981.txt : 20130403 0001144204-13-019981.hdr.sgml : 20130403 20130403164508 ACCESSION NUMBER: 0001144204-13-019981 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130403 DATE AS OF CHANGE: 20130403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERKATZ ANDREW CENTRAL INDEX KEY: 0001409930 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C O COUNTRYROAD CAPITAL LLC STREET 2: 41 EAST 60TH STREET 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MedPro Safety Products, Inc. CENTRAL INDEX KEY: 0001364896 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 912015980 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82269 FILM NUMBER: 13740072 BUSINESS ADDRESS: STREET 1: 145 ROSE STREET CITY: LEXINGTON STATE: KY ZIP: 40507 BUSINESS PHONE: 859-225-5375 MAIL ADDRESS: STREET 1: 145 ROSE STREET CITY: LEXINGTON STATE: KY ZIP: 40507 FORMER COMPANY: FORMER CONFORMED NAME: DentalServ.com DATE OF NAME CHANGE: 20060605 SC 13D/A 1 v340444_sc13da8.htm AMENDMENT NO. 8

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

(Amendment No. 8)*

 

MEDPRO SAFETY PRODUCTS, INC.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

58504M100

(CUSIP Number)

 

Vision Capital Advisors, LLC

20 West 55th Street, 5th Floor

New York, NY 10019

Attention: James Murray

 

Tel: 212.849.8237

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

 

March 18, 2013

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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.: 58504M100

 

1.NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Andrew Merkatz

 

2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3.SEC USE ONLY

 

4.SOURCE OF FUNDS

 

N/A

 

5.CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨

 

6.CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7. SOLE VOTING POWER - 0
   
8. SHARED VOTING POWER - 0
   
9. SOLE DISPOSITIVE POWER - 0
   
10. SHARED DISPOSITIVE POWER - 0

 

11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

 

13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%*

 

14.TYPE OF REPORTING PERSON

 

IN

 

* All numbers are as of March 18, 2013.

 

 
 

 

EXPLANATORY NOTE

 

This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) is being filed with respect to the beneficial ownership of common stock, par value $0.001 per share (the “Common Stock”), of MedPro Safety Products, Inc., a Delaware corporation (the “Company” or the “Issuer”). This Amendment No. 8 adds a cover page for Andrew Merkatz, supplements Items 2 and 4, and amends and restates in its entirety Item 5, of the Schedule 13D originally filed on August 13, 2010 (as amended to date).

 

ITEM 2.Identity and Background.

 

Andrew Merkatz, a United States Citizen (“Mr. Merkatz”), is hereby added as a Reporting Person. Mr. Merkatz is a Managing Director of the Investment Manager and the Funds’ representative on the Issuer’s board of directors (“Board of Directors”). Mr. Merkatz’s principal occupation is serving as a Managing Director of the Investment Manager. During the last five years, Mr. Merkatz has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

 

Further, Mr. Kleidman is no longer the Managing Director of the Investment Manager, but is a paid consultant of the Investment Manager and continues to be on the Board of Directors.

 

ITEM 4.Purpose of Transaction.

 

On March 18, 2013, Mr. Merkatz was appointed to the Board of Directors.

 

ITEM 5.Interest in Securities of the Issuer.

 

(a) As of March 18, 2013, the Master Fund and VCAF, collectively, (i) own 23,630,016 shares of Common Stock, (ii) have the ability to acquire an additional 8,519,445 shares of Common Stock through the exercise or conversion of derivative securities and (iii) thus beneficially own 32,149,461 shares of Common Stock, representing 74.6% of all of the Issuer’s outstanding Common Stock. The Investment Manager and Mr. Benowitz (and the General Partner with respect to the shares of Common Stock owned by VCAF) may each be deemed to beneficially own the shares of Common Stock beneficially owned by the Master Fund and VCAF. Each disclaims beneficial ownership of such shares.

 

As of March 18, 2013, Mr. Kleidman has the ability to acquire 100,000 shares of Common Stock through the exercise or conversion of derivative securities and thus beneficially owns 100,000 shares of Common Stock, representing 0.3% of all of the Issuer’s outstanding Common Stock.

 

As of March 18, 2013, Mr. Merkatz does not beneficially own any shares of Common Stock.

 

The foregoing is based on 12,871,155 shares of Common Stock outstanding as of November 12, 2012, as reported on the Issuer’s Form 10-Q for the quarterly period ended September 30, 2012, filed with the SEC on November 14, 2012.

 

(b) The Reporting Persons (other than Messrs. Kleidman and Merkatz) have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 32,149,461 shares of Common Stock reported herein.

 

 
 

 

Mr. Kleidman has sole power to vote or direct the vote of and to dispose or direct the disposition of the 100,000 shares of Common Stock reported herein.

 

(c) Other than as described in Item 4 (as supplemented by this Amendment No. 8), no transactions in the Common Stock have been effected by the Reporting Persons in the last sixty (60) days.

 

(d) Not applicable.

 

(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: April 3, 2013

 

  ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
VISION CAPITAL ADVANTAGE FUND, L.P.
VCAF GP, LLC
   
   
  By:  /s/ Adam Benowitz
    Adam Benowitz, for himself, as Managing Member of the Investment Manager, as a Director of the Master Fund, and as authorized signatory of the General Partner (for itself and VCAF)
     
     
  /s/ Carl Kleidman
  Carl Kleidman
     
     
  /s/ Andrew Merkatz
  Andrew Merkatz

 

 
 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of MedPro Safety Products, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

 

Dated: April 3, 2013

 

  ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
VISION CAPITAL ADVANTAGE FUND, L.P.
VCAF GP, LLC
   
   
  By:  /s/ Adam Benowitz
    Adam Benowitz, for himself, as Managing Member of the Investment Manager, as a Director of the Master Fund, and as authorized signatory of the General Partner (for itself and VCAF)
     
     
  /s/ Carl Kleidman
  Carl Kleidman
     
     
  /s/ Andrew Merkatz
  Andrew Merkatz