-----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, MSNFH3T/ONqsjAYLbWGTWb/36nF0C4n4YIZxVOTGBomu8f1MnARX4LwzzDfhr4Jc MhHHW09dvOPaUxzk2gPZcA== 0001144204-08-027764.txt : 20080512 0001144204-08-027764.hdr.sgml : 20080512 20080512164415 ACCESSION NUMBER: 0001144204-08-027764 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080512 DATE AS OF CHANGE: 20080512 GROUP MEMBERS: FROST GAMMA INVESTMENTS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NON INVASIVE MONITORING SYSTEMS INC /FL/ CENTRAL INDEX KEY: 0000720762 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 592007840 STATE OF INCORPORATION: FL FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36152 FILM NUMBER: 08823703 BUSINESS ADDRESS: STREET 1: 1840 W AVE CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 3055343694 MAIL ADDRESS: STREET 1: 1840 WEST AVE CITY: MIAMI BEACH STATE: FL ZIP: 33140 FORMER COMPANY: FORMER CONFORMED NAME: BIRDFINDER CORP DATE OF NAME CHANGE: 19891116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FROST PHILLIP MD ET AL CENTRAL INDEX KEY: 0000898860 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 3055756001 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 SC 13D/A 1 v113770_sc13d-a.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
SCHEDULE 13D 
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)* 
 
NON-INVASIVE MONITORING SYSTEMS, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)

655366508
(CUSIP Number)
 
Phillip Frost, M.D.
4400 Biscayne Boulevard
Miami, Florida 33137
Telephone: (305) 575-6511
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
April 4, 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).
 
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 
 

 
  1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
PHILLIP FROST, M.D.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
 
13,553,281*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
13,553,281*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,553,281*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.3%
14
TYPE OF REPORTING PERSON*
 
IN
* These securities are held by Frost Gamma Investments Trust, of which the reporting person is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary. The reporting person is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. The reporting person is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
 
2

 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
FROST GAMMA INVESTMENTS TRUST, I.R.S. I.D. #46-0464745
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida, United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
13,553,281*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
13,553,281*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,553,281*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.3%
14
TYPE OF REPORTING PERSON*
 
OO
* These securities are held by Frost Gamma Investments Trust, of which Phillip Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation.
 
3

 
SCHEDULE 13D - Amendment No. 2

This Amendment No. 2 to the Schedule 13D is being filed by Frost Gamma Investments Trust (the “Trust”) and Phillip Frost, MD (collectively, the “Reporting Persons”). Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, previously filed with the Securities and Exchange Commission (the “SEC”).

Item 2. Identity and Background.

Dr. Frost’s present principal occupation is Chairman of the Board and Chief Executive Officer of Opko Health, Inc., a Delaware company specializing in the development of ophthalmic pharmaceuticals. Dr. Frost’s principal business address is 4400 Biscayne Boulevard, Miami, Florida 33137.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended to add the following: On or about April 4, 2008, the Trust purchased 430 shares of a new series of the Preferred Stock, par value $1.00 per share, of Non-Invasive Monitoring, Inc., a Florida corporation (the “Issuer”), designated as Series D Convertible Preferred Stock (the “Series D Preferred Stock”). The aggregate purchase price paid by the Trust for such shares was $645,000. The Series D Preferred Stock is convertible at the option of the holder, at any time, into shares of common stock, par value $.001 per share of the Issuer (the “Common Stock”), at an initial rate of 5,000 shares of Common Stock per share of Series D Preferred Stock, or a total of 2,150,000 shares of Common Stock. The source of funds for the purchase was the working capital of the Trust. The Trust acquired the shares of Series D Preferred Stock pursuant to a Preferred Stock Purchase Agreement among the Issuer, the Trust and certain other investors (the “Purchase Agreement”). The Purchase Agreement was filed by the Issuer as an exhibit to the Issuer’s Form 8-K filed with the SEC on April 8, 2008.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On or about April 4, 2008, the Trust purchased 430 shares of Series D Preferred Stock, initially convertible at the holder’s option at any time into an aggregate of 2,150,000 shares of Common Stock. The purpose of the transaction was to provide funding to the Issuer. All such shares were acquired for investment purposes.

The Trust presently has no intention to substantially increase its ownership in the Issuer; however, the Trust reserves the right to change its position with respect to this investment. In addition, under appropriate circumstances the Trust may support a sale of the Issuer or a merger of the Issuer with another entity.

Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals which relate or would result in any of the matters set forth in paragraphs (a) through (j) of Item 4 of the SEC rules for Schedule 13D.
 
Item 5. Interest in Securities of the Issuer. 

Paragraphs (a) and (b) of Item 5 are amended as follows:

(a) (b) The Trust is the beneficial owner of 11,400,000 shares of Common Stock, 131.25 shares of Series C Preferred Stock convertible into 3,281 shares of Common Stock, and 430 shares of Series D Preferred Stock convertible into 2,150,000 shares of Common Stock. The Trust is the beneficial owner of approximately 19.3% of the Issuer’s Common Stock. The percentage of beneficial ownership is based upon shares of Common Stock outstanding as of April 4, 2008, and assumes the conversion of the shares of the Trust’s Series C and Series D Preferred Stock.

4

The shares of common stock and preferred stock are held by Frost Gamma Investments Trust, of which Dr. Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. Dr. Frost disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

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: May 12, 2008

 
 
 
 
 
 
 
 
 
/s/ Phillip Frost  
 
 
Phillip Frost, M.D. 
 
 
 
 
 
 
FROST GAMMA INVESTMENTS TRUST
 
 
 
By:  
/s/ Phillip Frost, M.D.  
 
 
 
Phillip Frost, Trustee 
 
 
 
 
 
 
5

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