0001144204-12-066506.txt : 20121205 0001144204-12-066506.hdr.sgml : 20121205 20121205150231 ACCESSION NUMBER: 0001144204-12-066506 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121205 DATE AS OF CHANGE: 20121205 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: CARL KLEIDMAN GROUP MEMBERS: VCAF GP, LLC GROUP MEMBERS: VISION CAPITAL ADVANTAGE FUND, L.P. GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. 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: 121243115 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 v329828_sc13da4.htm AMENDMENT NO. 4

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. 4)*

 

 

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)

 

November 30, 2012

(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

 

Adam Benowitz

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

 

4SOURCE OF FUNDS

 

AF

 

5CHECK 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 7 SOLE VOTING POWER - 0
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER - 31,634,579*
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER - 31,634,579*

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

31,634,579*

 

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

 

 

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

 

74.3%*

 

14TYPE OF REPORTING PERSON

 

IN

 

* As of December 5, 2012 (the date of filing of this Schedule 13D).

 

 
 

 

CUSIP No.: 58504M100

 

1.NAME OF REPORTING PERSON

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

 

Carl Kleidman

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

 

4SOURCE OF FUNDS

 

OO

 

5CHECK 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 7 SOLE VOTING POWER - 100,000*
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER - 0
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER - 100,000*
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER - 0

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

100,000*

 

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

 

 

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

 

0.8%*

 

14TYPE OF REPORTING PERSON

 

IN

 

* As of December 5, 2012 (the date of filing of this Schedule 13D).

 

 
 

 

CUSIP No.: 58504M100

 

1NAME OF REPORTING PERSON

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

 

Vision Capital Advisors, LLC

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

 

4SOURCE OF FUNDS

 

AF

 

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

 

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF 7 SOLE VOTING POWER - 0
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER - 31,634,579*
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER - 31,634,579*

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

31,634,579*

 

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

 

 

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

 

74.3%*

 

14TYPE OF REPORTING PERSON

 

IA

 

* As of December 5, 2012 (the date of filing of this Schedule 13D).

 

 
 

 

CUSIP No.: 58504M100

 

1NAME OF REPORTING PERSON

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

 

Vision Opportunity Master Fund, Ltd.

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

 

4SOURCE OF FUNDS

 

WC

 

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

 

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF 7 SOLE VOTING POWER - 0
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER - See Item 5
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER - See Item 5

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

 

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

 

 

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

 

See Item 5

 

14TYPE OF REPORTING PERSON

 

CO

 

 

 
 

 

CUSIP No.: 58504M100

 

1.NAME OF REPORTING PERSON

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

 

Vision Capital Advantage Fund, L.P.

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

 

4SOURCE OF FUNDS

 

WC

 

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

 

6.CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF 7 SOLE VOTING POWER - 0
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER - See Item 5
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER - See Item 5

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

 

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

 

 

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

 

See Item 5

 

14TYPE OF REPORTING PERSON

 

PN

 

 

 
 

 

CUSIP No.: 58504M100

 

1.NAME OF REPORTING PERSON

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

 

VCAF GP, LLC

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

 

4SOURCE OF FUNDS

 

AF

 

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

 

6.CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF 7 SOLE VOTING POWER - 0
SHARES    
BENEFICIALLY 8 SHARED VOTING POWER - See Item 5
OWNED BY    
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING    
PERSON WITH 10 SHARED DISPOSITIVE POWER - See Item 5

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

 

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

 

 

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

 

See Item 5

 

14TYPE OF REPORTING PERSON

 

OO

 

 
 

 

EXPLANATORY NOTE

 

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) 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. 4 supplements Items 3 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 3.Source and Amount of Funds or Other Consideration

 

The funds used to acquire the securities described in Item 4 of this Amendment No. 4 were from working capital of the Master Fund, and the amount of funds totaled in the aggregate $309,000.

 

ITEM 4.Purpose of Transaction.

 

November 30, 2012 Drawdown of Series D Senior Secured Promissory Note

 

On November 30, 2012, the Issuer drew down $309,000 from the Series D Note with the Master Fund. The Master Fund received 6,953 shares of Series D Preferred Stock in connection with this drawdown (currently convertible into 115,883 shares of Common Stock).

 

ITEM 5.Interest in Securities of the Issuer.

 

(a) As of December 5, 2012 (the date of filing of this Schedule 13D), the Master Fund and VCAF, collectively, (i) own 1,939,769 shares of Common Stock, (ii) have the ability to acquire an additional 29,694,810 shares of Common Stock through the exercise or conversion of derivative securities and (iii) thus beneficially own 31,634,579 shares of Common Stock, representing 74.3% 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 December 5, 2012 (the date of filing of this Schedule 13D), 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 0.8% of all of the Issuer’s outstanding 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 Mr. Kleidman) 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 31,634,579 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. 4), 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: December 5, 2012

 

  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