-----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, W0O34a1oSByhQF42N5HDayhOn3og13IVSp4Nv/5CRAbb6HqbCuH3LOpYVkHIXSTg 516pL4l2I1qNGZH+BV8dxw== 0000919574-97-000640.txt : 19970725 0000919574-97-000640.hdr.sgml : 19970725 ACCESSION NUMBER: 0000919574-97-000640 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970724 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLINICOR INC CENTRAL INDEX KEY: 0000941818 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 880309093 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50419 FILM NUMBER: 97644551 BUSINESS ADDRESS: STREET 1: 307 CAMP CRAFT ROAD STE 200 CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125741286 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Name of Issuer: CLINICOR, INC. Title of Class of Securities: Common Stock and Units Consisting of Warrants to Purchase One Share of Common Stock CUSIP Number: 18726M106 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Norman S. Schleifer c/o Oracle Partners L.P. 712 Fifth Avenue, 45th Floor New York, New York 10019 (Date of Event which Requires Filing of this Statement) June 9, 1997 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 Rule 13d-1(b)(3) or (4), check the following box [ ]. *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 the disclosures provided in a prior cover page. The information required in 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. 18726M106 1. Name of Reporting Person I.R.S. Identification No. of Above Person Larry N. Feinberg 2. Check the appropriate box if a member of a group a. b. 3. SEC Use Only 4. SOURCE OF FUNDS AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization U.S. 7. Sole Voting Power 8. Shared Voting Power 2,547,030 (including Preferred Stock convertible to 2,517,330 shares) 9. Sole Dispositive Power 10. Shared Dispositive Power 2,547,030 (including Preferred Stock convertible to 2,517,330 shares) 2 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,547,030 (including Preferred Stock convertible to 2,517,330 shares) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 38.56% 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No. 18726M106 1. Name of Reporting Person I.R.S. Identification No. of Above Person Oracle Investment Management, Inc. 2. Check the appropriate box if a member of a group a. b. 3. SEC Use Only 4. SOURCE OF FUNDS AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 8. Shared Voting Power 1,343,131 (including Preferred Stock convertible to 1,323,331 shares) 9. Sole Dispositive Power 10. Shared Dispositive Power 1,343,131 (including Preferred Stock convertible to 1,323,331 shares) 4 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,343,131 (including Preferred Stock convertible to 1,323,331 shares) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 20.34% 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP No. 18726M106 1. Name of Reporting Person I.R.S. Identification No. of Above Person Oracle Partners, L.P. 2. Check the appropriate box if a member of a group a. b. 3. SEC Use Only 4. SOURCE OF FUNDS WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 8. Shared Voting Power 1,203,899 (including Preferred Stock convertible to 1,193,999 shares) 9. Sole Dispositive Power 10. Shared Dispositive Power 1,203,899 (including Preferred Stock convertible to 1,193,999 shares) 6 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,203,899 (including Preferred Stock convertible to 1,193,999 shares) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 18.23% 14. Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 Item 1. SECURITY AND ISSUER This Amendment No. 1 to Schedule 13D relates to shares of common stock (the "Common Stock") and convertible preferred stock (the "Preferred Stock") of Clinicor, Inc. ("Clinicor"). Clinicor's principal executive office is located at 1717 West Sixth Street, Suite 400, Austin, Texas 78703. Item 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Mr. Larry N. Feinberg, Oracle Investment Management, Inc., a Delaware corporation ("OIM"), and Oracle Partners, L.P., a Delaware limited partnership ("Oracle") (together the "Reporting Persons"). Mr. Feinberg is the managing general partner of Oracle and Oracle Institutional Partners, L.P. (together, the "Partnerships"), both of which are investment limited partnerships. Mr. Feinberg is President and sole shareholder of OIM which acts as investment manager to GSAM Oracle Fund, Inc., an offshore investment fund (the "Offshore Fund"), and various managed accounts. The principal business of Mr. Feinberg and OIM is to act as investment manager. The principal office of the Reporting Persons is at 712 Fifth Avenue, 45th Floor, New York, New York 10019. None of the Reporting Persons has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons has during the last five years, been a party to a civil 8 proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. Mr. Feinberg is a citizen of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In the last sixty days, 145 shares of Preferred Stock convertible into 96,666 shares of Common Stock were received as a dividend. The funds for the purchase of the Common Stock and the Preferred Stock held in the Partnerships, over which Mr. Feinberg has investment discretion, came from capital contributions to the Partnerships by their general and limited partners. The funds for the purchase of Common Stock and the Preferred Stock held in the Offshore Fund and managed accounts, over which OIM and Mr. Feinberg have investment discretion, came from the working capital of the Offshore Fund and each managed account's own funds, respectively. No leverage was used to purchase the Common or Preferred Stock. Item 4. PURPOSE OF TRANSACTION The Common Stock and Preferred Stock beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Reporting Persons may acquire additional shares of Common Stock and Preferred Stock, dispose of 9 all or some of those shares from time to time, in each case in open market transactions, block sales or purchases or otherwise, or may continue to hold those shares. The Reporting Persons do not have any plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. As disclosed in Item 6, however, one of the principals of OIM and a special limited partner of Oracle have each been elected members of the Board of Directors of Clinicor. In addition, the Reporting Persons reserve the right to discuss company business with management, make proposals to management and/or take other actions to influence the management of Clinicor should they deem such actions appropriate. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, Mr. Feinberg is deemed to be the beneficial owner of 29,700 Shares of Clinicor Common Stock and Preferred Stock convertible into 2,517,330 additional shares. Of that amount, OIM is deemed to beneficially own 1,343,131 shares of Common Stock (including Preferred Stock convertible into 1,323,331 shares) and Oracle is deemed to beneficially own 1,203,899 shares of Common Stock (including Preferred Stock convertible into 1,193,999 shares). Assuming the conversion of the Preferred Stock, Mr. Feinberg would own 2,547,030 shares of Clinicor Common Stock constituting 38.56% of the outstanding shares of Clinicor Common Stock based upon 6,603,730 shares which 10 would be outstanding upon conversion of the Preferred Stock. OIM would own 20.34% of the outstanding shares of Common Stock based upon 6,603,730 shares which would be outstanding upon conversion of all of the Preferred Stock. Oracle would own 18.23% of the outstanding shares of Common Stock based on 6,603,730 shares which would be outstanding upon conversion of all of the Preferred Stock. The above figures are based on the information received from Clinicor stating that, as of June 6, 1997, there are 4,086,400 shares of Clinicor Common Stock outstanding. Each Reporting Person has the power to vote, direct the vote, dispose of or direct the disposition of all the shares of Clinicor Common Stock that he or it is currently deemed to beneficially own. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as set forth herein, none of the Reporting Persons has any contract, arrangement, understanding or relationship with any person with respect to the shares of Clinicor Common Stock. Clinicor and the Partnerships and the Offshore Fund and managed accounts over which Mr. Feinberg and OIM have investment discretion, entered into an agreement to purchase convertible Preferred Stock on July 15, 1996 (the "Agreement"). Under the terms of the Agreement and as a result of subsequent dividends, the Partnerships and the Offshore Fund and managed accounts over which Mr. Feinberg and OIM have investment discretion have Preferred Stock convertible into 11 2,517,330 shares of Clinicor Common Stock. Mr. Joseph L. Dowling III, a principal of OIM, is a member of the Board of Directors of Clinicor. Mr. Dowling has no investment discretion with respect to the Offshore Fund and the managed accounts for which OIM acts as investment manager. Additionally, Stuart T. Weisbrod, a special limited partner of Oracle, is a member of the Board of Directors of Clinicor. Mr. Weisbrod has no investment discretion over Oracle. Item 7. MATERIAL TO BE FILED AS EXHIBITS Attached hereto as Exhibit A is a description of the transactions in the shares of Clinicor Common Stock that were effected by Mr. Feinberg during the past 60 days. 12 Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. July 23, 1997 /s/ Larry N. Feinberg ________________________________ Larry N. Feinberg Oracle Partners, L.P. By: /s/ Larry N. Feinberg ________________________________ Larry N. Feinberg General Partner Oracle Investment Management, Inc. By: /s/ Larry N. Feinberg ________________________________ Larry N. Feinberg President 00751001.AS0 EXHIBIT A Daily Transactions Common Stock Trade Date Number of Shares Price Per Share Value _________ _______________ _______________ _____ 6/20/97 96,666* Dividend Received ____________________ * 145 shares of Preferred Stock were received as a dividend which are convertible into 96,666 shares of Common Stock. 14 00751001.AS0 -----END PRIVACY-ENHANCED MESSAGE-----