-----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, D+iREY+H6KF/Z5HabE+PcYEUb9174NCW0IISqHeL4UX2/9H93QcERgQj1KloZlcL npW/g+4Cc+YBOrHK4Nt7jQ== 0000950144-09-002383.txt : 20090319 0000950144-09-002383.hdr.sgml : 20090319 20090319153759 ACCESSION NUMBER: 0000950144-09-002383 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090319 DATE AS OF CHANGE: 20090319 GROUP MEMBERS: PHILLIP FROST, M.D. GROUP MEMBERS: THE FROST GROUP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Opko Health, Inc. CENTRAL INDEX KEY: 0000944809 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 752402409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51671 FILM NUMBER: 09693418 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD. STREET 2: SUITE 900 CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-575-6015 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD. STREET 2: SUITE 900 CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: eXegenics Inc DATE OF NAME CHANGE: 20040505 FORMER COMPANY: FORMER CONFORMED NAME: EXEGENICS INC DATE OF NAME CHANGE: 20011114 FORMER COMPANY: FORMER CONFORMED NAME: CYTOCLONAL PHARMACEUTICS INC /DE DATE OF NAME CHANGE: 19950503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frost Gamma Investments Trust CENTRAL INDEX KEY: 0001380896 IRS NUMBER: 460464745 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD, 15TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-575-6000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD, 15TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: Frost Gamma Investment Trust DATE OF NAME CHANGE: 20061113 SC 13D/A 1 g18177sc13dza.htm SC 13D/A SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
OPKO Health, Inc.
 
(Name of Issuer)
Common Stock, $0.01 par value
 
(Title of Class of Securities)
301610101
 
(CUSIP Number)
Kate Inman
4400 Biscayne Blvd.
Suite 1180
Miami, FL 33137
(305) 575-4138
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 16, 2009
 
(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 which 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 Rule 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.
  
301610101 
  

 

           
1   NAMES OF REPORTING PERSONS

The Frost Group, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  AF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Florida
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   20,286,704 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    20,286,704 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  20,286,704 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
* Includes vested warrants to purchase 4,796,158 Shares of Common Stock.

2 of 7 Pages

 

                     
CUSIP No.
  
301610101 
  

 

           
1   NAMES OF REPORTING PERSONS

Frost Gamma Investments Trust
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Florida
       
  7   SOLE VOTING POWER
     
NUMBER OF   105,531,316 shares*
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   20,286,704 shares**
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   105,531,316 shares*
       
WITH 10   SHARED DISPOSITIVE POWER
     
    20,286,704 shares**
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  125,818,020 shares***
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  53.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
* Includes vested warrants to purchase 10,201,093 Shares of Common Stock. Does not include vested options to acquire 575,000 Shares of Common Stock held individually by Dr. Frost.
** Includes vested warrants to purchase 4,796,158 Shares of Common Stock.
*** Includes vested warrants to purchase 14,997,251 Shares of Common Stock. Does not include vested options to acquire 575,000 Shares of Common Stock held individually by Dr. Frost.

3 of 7 Pages

 

                     
CUSIP No.
  
301610101 
  

 

           
1   NAMES OF REPORTING PERSONS

Phillip Frost, M.D.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   106,106,316 shares*
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   20,286,704 shares**
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   106,106,316 shares*
       
WITH 10   SHARED DISPOSITIVE POWER
     
    20,286,704 shares**
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  126,393,020 shares***
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  53.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
* Includes vested warrants to purchase 10,201,093 Shares of Common Stock and vested options to acquire 575,000 shares of Common Stock.
**Includes vested warrants to purchase 4,796,158 Shares of Common Stock.
***Includes vested warrants to purchase 14,997,251 Shares of Common Stock and vested options to acquire 575,000 shares of Common Stock.

4 of 7 Pages

 

                     
CUSIP No.
  
301610101 
  
     This Amendment No. 6 (the “Amendment”) amends and supplements the statement on Schedule 13D filed on February 15, 2007, as amended by Amendment No. 1 to the Schedule 13D filed on April 6, 2007, as amended by Amendment No. 2 to the Schedule 13D filed on August 2, 2007, as amended by Amendment 3 to the Schedule 13D filed on February 14, 2008, as amended by Amendment 4 to Schedule 13D filed on August 21, 2008, as amended by Amendment No. 5 to the Schedule 13D filed on February 26, 2009 (together, the “Original Schedule 13D”), by The Frost Group, LLC (“Frost Group”), Frost Gamma Investments Trust (“Gamma Trust”) and Phillip Frost, M.D. (“Dr. Frost”). This Amendment is filed pursuant to the Joint Filing Agreement as executed by the reporting persons listed on the cover pages to this Amendment (Exhibit 3 to the Original Schedule 13D is hereby incorporated by this reference.)
Item 3.   Source and Amount of Funds or Other Consideration
     Item 3 is amended by adding the following paragraph to the end of the item:
     Gamma Trust acquired 3,258,381 Shares of Common Stock, for investment purposes in a series of transactions from February 25, 2009 to March 16, 2009, at prices ranging from $0.57 to $1.05 per share The source of funds used in all transactions from February 25, 2009 to March 16, 2009 consists of working capital of Gamma Trust.
Item 4.   Purpose of Transaction
     Item 4 is amended by adding the following paragraphs to the end of the item:
     Gamma Trust acquired 3,258,381 Shares of Common Stock, for investment purposes in a series of transactions from February 25, 2009 to March 16, 2009. The 3,258,381 shares acquired by Gamma Trust were purchased on the open market.
     In the last 60 days, Gamma Trust has acquired or agreed to acquire a total of 24,270,771 Shares of Common Stock at prices ranging from $0.57 to $1.27 per share, consisting of (i) 3,312,381 shares purchased on the open market at prices ranging from $0.57 to $1.27 per share; (ii) 958,390 shares of Common Stock acquired from Pfost, pursuant to the Pfost Second Securities Purchase Agreement, at $1.00 per share, and (iii) 20,000,000 shares of Common Stock to be acquired from the Issuer in a private placement transaction pursuant to the Fourth Stock Purchase Agreement, dated February 23, 2009, at $.100 per share.
     Other members of Frost Group have engaged in transaction in the Issuer’s stock in their individual capacity from time to time. Such transactions are disclosed publicly pursuant to Section 16 of the Securities Exchange Act, and are not included in this Schedule 13D.
Item 5.   Interest in Securities of the Issuer
     Item 5 is deleted in its entirety and replaced with the following text:

Page 5 of 7 Pages

 

                     
CUSIP No.
  
301610101 
  
     Frost Group beneficially owns 20,286,704 Shares of Common Stock. The 20,286,704 Shares include vested warrants to purchase 4,796,158 Shares of Common Stock. The 20,286,704 Shares of Common Stock beneficially owned by Frost Group constitute 9.0% of the Issuer’s outstanding Shares of Common Stock, based upon 219,667,563 Shares of Common Stock outstanding (which represents 199,667,563 Shares of Common Stock outstanding as of March 12, 2009, plus the 20,000,000 Shares of Common Stock to be issued in the Private Transaction) and calculated in accordance with Rule 13d-3. Frost Group shares the power to vote and the power to dispose such Shares with Gamma Trust and Dr. Frost.
     Gamma Trust beneficially owns 105,531,316 Shares of Common Stock. The 105,531,316 Shares include vested warrants to purchase 10,201,093 Shares of Common Stock. Also, Gamma Trust, as the controlling member of Frost Group, may be deemed to beneficially own the 20,286,704 Shares of Common Stock beneficially owned by Frost Group. The 125,818,020 Shares of Common Stock beneficially owned by Gamma Trust constitute 53.6% of the Issuer’s outstanding Shares of Common Stock, based upon 219,667,563 Shares of Common Stock outstanding (which represents 199,667,563 Shares of Common Stock outstanding as of March 12, 2009, plus the 20,000,000 Shares of Common Stock to be issued in the Private Transaction) and calculated in accordance with Rule 13d-3.
     In addition, Dr. Frost has 575,000 options to purchase the Company’s Common Stock, which are exercisable within 60 days of March 15, 2009. Dr. Frost, as the sole trustee of Gamma Trust, which is the controlling member of Frost Group, may be deemed to beneficially own the 20,286,704 Shares of Common Stock beneficially owned by Frost Group and the 105,531,316 Shares of Common Stock beneficially owned by Gamma Trust. The 126,393,020 Shares of Common Stock beneficially owned by Dr. Frost constitute 53.7% of the Issuer’s outstanding Shares of Common Stock, based upon 219,667,563 Shares of Common Stock outstanding (which represents 199,667,563 Shares of Common Stock outstanding as of March 12, 2009 plus the 20,000,000 Shares of Common Stock to be issued in the Private Transaction) and calculated in accordance with Rule 13d-3.
     For information regarding transactions effected in the last 60 days, see Item 4 above.
     Except as described herein, no other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares beneficially owned.

Page 6 of 7 Pages

 

SIGNATURES
     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.
         
March 17, 2009  The Frost Group, LLC
 		  
  By:   /s/ Steven D. Rubin    
    Name:   Steven D. Rubin   
    Title:   Vice President   
 
March 17, 2009  Frost Gamma Investments Trust
 		  
  By:   /s/ Phillip Frost, M.D.    
    Name:   Phillip Frost, M.D.   
    Title:   Sole Trustee   
 
     
March 17, 2009  By:   /s/ Phillip Frost, M.D.    
    Name:   Phillip Frost, M.D.,   
    Individually   
 

Page 7 of 7 Pages

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