0001144204-13-054816.txt : 20131011 0001144204-13-054816.hdr.sgml : 20131011 20131010182934 ACCESSION NUMBER: 0001144204-13-054816 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131011 DATE AS OF CHANGE: 20131010 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: ANDREW MERKATZ 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: 131146688 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 v357195_sc13da.htm FORM SC 13D/A

 

 

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. 16)*

 

 

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)

 

September 30, 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

 

NAME OF REPORTING PERSON

 

1.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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7 SOLE VOTING POWER - 0

 

8 SHARED VOTING POWER - 32,615,259 *

 

9 SOLE DISPOSITIVE POWER - 0

 

10 SHARED DISPOSITIVE POWER - 32,615,259 *

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,615,259 *

 

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

 

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

 

74.9%*

 

14TYPE OF REPORTING PERSON

 

IN

 

* As of October 10, 2013 (the date of filing of this Schedule 13D/A).

 

2
 

CUSIP No.: 58504M100

 

NAME OF REPORTING PERSON

 

1.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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7 SOLE VOTING POWER - 100,000*

 

8 SHARED VOTING POWER - 0

 

9 SOLE DISPOSITIVE POWER - 100,000*

 

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)

 

0.3%*

 

14TYPE OF REPORTING PERSON

 

IN

 

* As of October 10, 2013 (the date of filing of this Schedule 13D/A).

3
 

CUSIP No.: 58504M100

 

NAME OF REPORTING PERSON

 

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

 

Andrew Merkatz

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

N/A

 

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
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

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

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

 

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

 

0.0%*

 

14TYPE OF REPORTING PERSON

 

IN

 

* All numbers are as of October 10, 2013 (the date of filing of this Schedule 13D/A).

 

4
 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7 SOLE VOTING POWER - 0

 

8 SHARED VOTING POWER - 32,615,259 *

 

9 SOLE DISPOSITIVE POWER - 0

 

10 SHARED DISPOSITIVE POWER - 32,615,259 *

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,615,259 *

 

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

 

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

 

74.9%*

 

14TYPE OF REPORTING PERSON

 

IA

 

* As of October 10, 2013 (the date of filing of this Schedule 13D/A).

 

5
 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7 SOLE VOTING POWER - 0

 

8 SHARED VOTING POWER - See Item 5

 

9 SOLE DISPOSITIVE POWER - 0

 

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

 

6
 

CUSIP No.: 58504M100

 

NAME OF REPORTING PERSON

 

1.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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7 SOLE VOTING POWER - 0

 

8 SHARED VOTING POWER - See Item 5

 

9 SOLE DISPOSITIVE POWER - 0

 

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

7
 

CUSIP No.: 58504M100

 

NAME OF REPORTING PERSON

 

1.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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7 SOLE VOTING POWER - 0

 

8 SHARED VOTING POWER - See Item 5

 

9 SOLE DISPOSITIVE POWER - 0

 

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

8
 

EXPLANATORY NOTE

 

This Amendment No. 16 to Schedule 13D (this “Amendment No. 16”) 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. 16 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. 16 were from working capital of the Master Fund, and the amount of funds totaled in the aggregate $200,000.

 

ITEM 4. Purpose of Transaction.

 

September 30, 2013 Drawdown of Series D Senior Secured Promissory Note

 

On September 30, 2013, the Issuer drew down $200,000 from the Series D Note with the Master Fund. The Master Fund received 4,500 shares of Series D Preferred Stock in connection with this drawdown (currently convertible into 75,000 shares of Common Stock).

 

ITEM 5. Interest in Securities of the Issuer.

 

(a) As of October 10, 2013 (the date of filing of this Schedule 13D/A), the Master Fund and VCAF, collectively, (i) own 23,630,016 shares of Common Stock, (ii) have the ability to acquire an additional 8,985,243 shares of Common Stock through the exercise or conversion of derivative securities and (iii) thus beneficially own 32,615,259 shares of Common Stock, representing 74.9% 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 October 10, 2013 (the date of filing of this Schedule 13D/A), 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 October 10, 2013 (the date of filing of this Schedule 13D/A), Mr. Merkatz does not beneficially own any shares of Common Stock.

 

The foregoing is based on 34,540,878 shares of Common Stock outstanding as of August 8, 2013, as reported on the Issuer’s Form 10-Q for the fiscal quarter ended June 30, 2013, filed with the SEC on August 9, 2013.

 

(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 32,615,259 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. 16), 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.

 

9
 

 

 

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: October 10, 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

 

10