SC 13D 1 d409492dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

 

Dynacq Healthcare, Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

26779V105

(CUSIP Number)

 

Ella Y. T. C. Chan

323 Wood Loop St.

Houston, Texas 77015

(713) 582-0403

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

 

July 5, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

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. 26779V105  

 

  1.   

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

 

Ella Y. T. C. Chan

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

    PF

  5.  

Check 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

 

    8,534,320

     8.   

Shared Voting Power

 

    0

     9.   

Sole Dispositive Power

 

    8,534,320

   10.   

Shared Dispositive Power

 

    0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    8,534,320

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    58.3%

14.

 

Type of Reporting Person (See Instructions)

 

    IN

 


CUSIP No. 26779V105  

 

  1.   

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

 

Estate of Chiu M. Chan

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

    N/A

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

    6,888,115

     8.   

Shared Voting Power

 

    0

     9.   

Sole Dispositive Power

 

    6,888,115

   10.   

Shared Dispositive Power

 

    0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    6,888,115

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    47%

14.

 

Type of Reporting Person (See Instructions)

 

    00

 


Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.001 per share (“Common Stock”), of Dynacq Healthcare, Inc., a Nevada corporation (the “Company”). The principal executive offices of the Company are located at 4301 Vista Road, Pasadena, Texas 77504.

Item 2. Identity and Background.

This Schedule 13D is being filed by Ella Y. T. C. Chan and the Estate of Chiu M. Chan (“Reporting Persons”).

Ella Y. T. C. Chan is a citizen of the United States and her address is 323 Wood Loop St., Houston, Texas 77015. Ms. Chan does not currently have a principal occupation or employment.

The address for the Estate of Chiu M. Chan is 323 Wood Loop St., Houston, Texas 77015. The purpose of the estate is to dispose of the assets and settle the liabilities of Chiu M. Chan, the former Chairman of the Board, President and Chief Executive Officer of the Company who passed away on May 17, 2012. Mr. Chan was a citizen of the People’s Republic of China (Hong Kong). Mr. Chan’s widow, Ella Y. T. C. Chan, is the sole executrix of the estate with sole voting and dispositive power over the 6,888,115 shares Common Stock held by the estate, which includes options to acquire 100,000 shares of Common Stock that are currently exercisable by the estate. Ms. Chan is the sole beneficiary of the shares of Common Stock beneficially owned by the estate.

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, during the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been 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.

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

Ella Y. T. C. Chan owns 1,646,205 shares of Common Stock. These shares were acquired by Ms. Chan in July 1992 through the use of her personal funds.

The Estate of Chiu M. Chan acquired 6,888,115 shares of Common Stock, which includes options to acquire 100,000 shares of Common Stock that are currently exercisable, upon the passing of Chiu M. Chan on May 17, 2012.

Item 4. Purpose of Transaction.

Ella Y. T. C. Chan acquired her 1,646,205 shares of Common Stock in July 1992 for investment purposes.

The Estate of Chiu M. Chan acquired 6,888,115 shares of Common Stock, which includes options to acquire 100,000 shares of Common Stock that are currently exercisable, on May 17, 2012 for the purpose of disposing of the assets and settling the liabilities of Chiu M. Chan, the former Chairman of the Board, President and Chief Executive Officer of the Company.

The Reporting Persons together with Eric K. Chan, Bert Chan, Philip S. Chan, Chan Chang Chin Ying and Edward K. Chiu (collectively, the “Other Group Members”) may constitute a group under the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Although no action has yet been taken, the Reporting Persons and the Other Group Members are considering taking action by written consent without a meeting to remove Ping S. Chu, James G. Gerace and Stephen L. Huber as directors of the Company.

Nothing contained in this Schedule 13D shall be construed as an admission that any of the Reporting Persons is the beneficial owner of the Other Group Members’ Common Stock and each Reporting Person expressly disclaims the beneficial ownership of the Common Stock owned by the Other Group Members.

Except as disclosed in this Item 4, none of the Reporting Persons have any other current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to its investments in the Company as deemed appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Company, or to formulate other purposes, plans or proposals in the future depending on market conditions or other factors.

Item 5. Interest in Securities of the Issuer.

All information relating to percentage ownership of the Company’s Common Stock set forth in this Statement is as of the date hereof, based upon the 14,543,626 shares of Common Stock reported by the Company to be issued and outstanding as of July 13, 2012 in its Form 10-Q filed with the Securities and Exchange Commission on July 13, 2012.


(a) As of the date of this Schedule 13D, the Reporting Persons own an aggregate of 8,534,320 shares of Common Stock, which constitutes 58.3% of the Common Stock. Such shares include options to acquire 100,000 shares of Common Stock, which are currently exercisable, held by the Estate of Chiu M. Chan. As of the date of this Schedule 13D, the Reporting Persons and the Other Group Members own an aggregate of 10,283,480 shares of Common Stock, which constitutes 69.7% of the Common Stock. Such shares include (i) options to acquire 100,000 shares of Common Stock, which are currently exercisable, held by the Estate of Chiu M. Chan and (ii) options to acquire 100,000 shares of Common Stock, which are currently exercisable, held by Philip S. Chan.

(b) Each of the Reporting Persons and the Other Group Members has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of, all the shares of Common Stock beneficially owned by such Reporting Person or Other Group Member.

(c) The Estate of Chiu M. Chan acquired 6,888,115 shares of Common Stock, which includes options to acquire 100,000 shares of Common Stock that are currently exercisable, upon the passing of Chiu M. Chan on May 17, 2012. Other than the acquisition by the estate of shares formerly held by Chiu M. Chan, none of the Reporting Persons or Other Group Members effected any transactions in Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

As described in Item 4, the Reporting Persons and the Other Group Members are considering taking action by written consent without a meeting to remove certain directors of the Company. No written agreement has been entered into with respect to this matter.

Item 7. Material to Be Filed as Exhibits

Exhibit A:             Joint Filing Agreement, dated September 12, 2012.

Exhibit B:             Letters Testamentary


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.

Date: September 12, 2012

 

By:  

/s/ Ella Y. T. C. Chan

Name:   Ella Y. T. C. Chan
Estate of Chiu M. Chan
By:  

/s/ Ella Y. T. C. Chan

Name:   Ella Y. T. C. Chan
Title:   Sole executrix of the estate