|
1. Names
of Reporting Persons.
|
MedCap
Management & Research LLC
|
||
|
2. Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(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
|
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. Sole
Voting Power
|
22,312,332
|
|
|
8. Shared
Voting Power
|
0
|
||
|
9. Sole
Dispositive Power
|
22,312,332
|
||
|
10. Shared
Dispositive Power
|
0
|
||
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
|
22,312,332
|
||
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
||
|
13. Percent
of Class Represented by Amount in Row (11)
|
38.8%
|
||
|
14. Type
of Reporting Person (See Instructions)
|
IA
|
||
|
1. Names
of Reporting Persons.
|
MedCap
Partners L.P.
|
||
|
2. Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) £
|
||
|
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)
|
£
|
||
|
6. Citizenship
or Place of Organization
|
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. Sole
Voting Power
|
16,958,837
|
|
|
8. Shared
Voting Power
|
0
|
||
|
9. Sole
Dispositive Power
|
16,958,837
|
||
|
10. Shared
Dispositive Power
|
0
|
||
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
|
16,958,837
|
||
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
||
|
13. Percent
of Class Represented by Amount in Row (11)
|
30.4%
|
||
|
14. Type
of Reporting Person (See Instructions)
|
PN
|
||
|
1. Names
of Reporting Persons.
|
MedCap
Master Fund, L.P.
|
||
|
2. Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) £
|
||
|
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)
|
£
|
||
|
6. Citizenship
or Place of Organization
|
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7. Sole
Voting Power
|
5,353,495
|
|
|
8. Shared
Voting Power
|
0
|
||
|
9. Sole
Dispositive Power
|
5,353,495
|
||
|
10. Shared
Dispositive Power
|
0
|
||
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
|
5,353,495
|
||
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
||
|
13. Percent
of Class Represented by Amount in Row (11)
|
9.6%
|
||
|
14. Type
of Reporting Person (See Instructions)
|
PN
|
||
|
1. Names
of Reporting Persons.
|
C.
Fred Toney
|
||
|
2. Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(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
|
27,812,332
|
|
|
8. Shared
Voting Power
|
0
|
||
|
9. Sole
Dispositive Power
|
27,812,332
|
||
|
10. Shared
Dispositive Power
|
0
|
||
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
|
27,812,332
|
||
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
||
|
13. Percent
of Class Represented by Amount in Row (11)
|
47.7%
|
||
|
14. Type
of Reporting Person (See Instructions)
|
IN,
HC
|
||
|
|
(a)
|
The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
|
|
|
(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization, or
liquidation, involving the Issuer or any of its
subsidiaries;
|
|
|
(c)
|
A
sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
|
|
|
(d)
|
Any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the
board;
|
|
|
(e)
|
Any
material change in the present capitalization or dividend policy of the
Issuer;
|
|
|
(f)
|
Any
other material change in the Issuer’s business or corporate
structure;
|
|
|
(g)
|
Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person;
|
|
|
(h)
|
Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
|
|
|
(i)
|
A
class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
|
|
|
(j)
|
Any
action similar to those enumerated
above.
|
|
|
(a)
|
MedCap
beneficially owns 16,958,837 shares of the Issuer’s Common Stock,
including warrants exercisable for up to 1,816,6☺67 shares. The
percentage of the Issuer’s Common Stock beneficially owned by MedCap for
the purpose of this Schedule is
30.4%.
|
|
|
MedCap
Master beneficially owns 5,353,494 shares of the Issuer’s Common Stock,
including warrants exercisable for up to 1,683,333 shares. The
percentage of the Issuer’s Common Stock beneficially owned by MedCap for
the purpose of this Schedule is
9.6%.
|
|
|
Toney
holds 4,666,667 shares of the Issuer’s Common Stock and warrants
exercisable for up to 833,333 shares
personally.
|
|
|
MMR,
as general partner and investment manager of MedCap and MedCap Master, and
Toney, as the sole managing member of MMR, may be deemed to beneficially
own the shares owned by MedCap and MedCap Master in that they may be
deemed to have the power to direct the voting or disposition of the
shares. Neither the filing of this Schedule nor any of its
contents shall be deemed to constitute an admission that either MMR or
Toney is, for any other purpose, the beneficial owner of any such
securities, and MMR and Toney disclaim beneficial ownership as to such
securities except to the extent of their respective pecuniary interests
therein. The percentage of Common Stock beneficially owned by
MMR for the purposes of this Schedule is 38.8% and by Toney for the
purposes of this Schedule is 47.7%.
|
|
|
The
calculation of percentage of beneficial ownership in Item 13 of pages 2,
3, 4 and 5 is based on an assumed 54,007,129 shares outstanding as of July
9, 2008. This assumed number was derived from (i) the Issuer’s
Quarterly Report on Form 10-Q, filed with the Commission on May 15, 2008,
in which the Issuer stated that the number of shares of its Common Stock
outstanding as of May 12, 2008 was 50,673,796 shares; and (ii) the
Issuer’s Current Report on Form 8-K, filed with the Commission on July 10,
2008, in which the Issuer announced the issuance and sale of 3,333,333
shares of its Common Stock in a private placement to certain investors,
including MedCap and MedCap Master (see Item 5(c) below) (the “July 2008
Private Placement”).
|
|
|
(b)
|
Reference
is made hereby to Items 7 to 10 of pages 2, 3, 4 and 5 of this Schedule,
which Items are incorporated herein by
reference.
|
|
|
(c)
|
On
July 9, 2008, MedCap purchased 1,250,000 shares of the Issuer’s Common
Stock and 625,000 warrants to purchase Common Stock in the July 2008
Private Placement with the Issuer for $0.30 per share. The warrants have
an exercise price of $0.35 per
share.
|
|
|
On
July 9, 2008, MedCap Master purchased 1,250,000 shares of the Issuer’s
Common Stock and 625,000 warrants to purchase Common Stock in the July
2008 Private Placement with the Issuer for $0.30 per share. The warrants
have an exercise price of $0.35 per
share.
|
|
|
(d)
|
Not
applicable.
|
|
|
(e)
|
Not
applicable.
|
|
No.
|
Exhibit
|
|
1.
|
Agreement
Regarding Joint Filing of Statement on Schedule 13D or 13G.
|
|
2.
|
Amended
and Restated Registration Rights Agreement between the Issuer and MedCap
dated August 30, 2004, as amended by the Letter Agreement listed as
Exhibit 3 below (included as Exhibit 2 to MedCap’s, MMR’s and Toney’s
Schedule 13D/A No. 1 filed with the Commission on September 3, 2004 and
incorporated herein by reference).
|
|
3.
|
Letter
Agreement dated March 29, 2005, between the Issuer and MedCap (the “Letter
Agreement”) (included as Exhibit 3 to MedCap’s, MMR’s and Toney’s Schedule
13D/A No. 5 filed with the Commission on April 11, 2005 and incorporated
herein by reference).
|
|
4.
|
Amendment
to Letter Agreement, dated May 2, 2005, between the Issuer and MedCap
(included as Exhibit 4 to MedCap’s, MMR’s and Toney’s Schedule 13D/A No. 6
filed with the Commission on May 10, 2005 and incorporated herein by
reference).
|
|
5.
|
Secured
Promissory Note, dated November 15, 2005, issued by the Issuer, Baker
Anderson Christie, Inc., Nurses Network, Inc., New Age Staffing, Inc., PSR
Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR Nurses Holdings Corp., CRDE
Corp., Arizona Home Health Care/Private Duty, Inc., Care Pros Staffing,
Inc., HIP Holding, Inc., Health Industry Professionals, L.L.C., Travmed
USA, Inc., Prime Staff, LP, Mint Medical Staffing Odessa LP, and GHS
Acquisition Corporation to MedCap (included as Exhibit 10.1 to the
Issuer’s Form 8-K filed with the Commission on November 21, 2005, and
incorporated herein by reference).
|
|
6.
|
Secured
Promissory Note, dated November 18, 2005, issued by the Issuer, Baker
Anderson Christie, Inc., Nurses Network, Inc., New Age Staffing, Inc., PSR
Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR Nurses Holdings Corp., CRDE
Corp., Arizona Home Health Care/Private Duty, Inc., Care Pros Staffing,
Inc., HIP Holding, Inc., Health Industry Professionals, L.L.C., Travmed
USA, Inc., Prime Staff, LP, Mint Medical Staffing Odessa LP, and GHS
Acquisition Corporation to MedCap (included as Exhibit 10.2 to the
Issuer’s Form 8-K filed with the Commission on November 21, 2005, and
incorporated herein by reference).
|
|
7.
|
Amended
and Restated Security Agreement, dated November 18, 2005, by and among the
Issuer, Baker Anderson Christie, Inc., Nurses Network, Inc., New Age
Staffing, Inc., PSR Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR Nurses
Holdings Corp., CRDE Corp., Arizona Home Health Care/Private Duty, Inc.,
Care Pros Staffing, Inc., HIP Holding, Inc., Health Industry
Professionals, L.L.C., Travmed USA, Inc., Prime Staff, LP, Mint Medical
Staffing Odessa LP, GHS Acquisition Corporation and MedCap (included as
Exhibit 10.3 to the Issuer’s Form 8-K filed with the Commission on
November 21, 2005, and incorporated herein by reference).
|
|
8.
|
Securities
Purchase Agreement dated as of December 30, 2005 by and between the Issuer
and MedCap (included as Exhibit 10.1 to the Issuer’s Form 8-K filed with
the Commission on January 6, 2006 and incorporated herein by
reference).
|
|
9.
|
Registration
Rights Agreement dated as of January 6, 2006 by and between the Issuer and
certain investors listed on the signature pages thereto (included as
Exhibit 10.5 to the Issuer’s Form 8-K filed with the Commission on January
10, 2006 and incorporated herein by reference).
|
|
10.
|
Subscription
Agreement dated March 3, 2006 by and between the Issuer and MedCap
(included as Exhibit 10.1 to the Issuer’s Form 8-K filed with the
Commission on March 7, 2006 and incorporated herein by
reference).
|
|
11.
|
Subscription
Agreement dated March 13, 2006 by and between the Issuer and MedCap
(included as Exhibit 11 to MedCap’s, MMR’s and Toney’s Schedule 13D/A No.
7 filed with the Commission on April 13, 2006 and incorporated herein by
reference).
|
|
12.
|
Subscription
Agreement dated March 13, 2006 by and between the Issuer and MedCap Master
(included as Exhibit 12 to MedCap’s, MMR’s and Toney’s Schedule 13D/A No.
7 filed with the Commission on April 13, 2006 and incorporated herein by
reference).
|
|
13.
|
Letter
dated March 13, 2006, from the Board of Directors of the Issuer to Holders
of Series C and Warrants to Purchase Series B-1 and Series C Preferred
Stock of the Issuer, in connection with the Offer to Exchange Series C
Preferred Stock and Warrants to Purchase Series B-1 and Series C Preferred
Stock in which the Issuer agreed to register the shares of Common Stock
issued pursuant to the Exchange on a suitable form and substantially in
compliance with the existing registration rights agreement covering the
Series C Stock and Series C Warrants within 60 days of the completion of
the Exchange Offer and to reimburse MedCap for certain legal expenses
incurred in connection with the Exchange Offer (included as Exhibit 13 to
MedCap’s, MMR’s and Toney’s Schedule 13D/A No. 7 filed with the Commission
on April 13, 2006 and incorporated herein by reference).
|
|
14.
|
Subscription
Agreement dated April 3, 2006 by and between the Issuer and MedCap
(included as Exhibit 14 to MedCap’s, MMR’s and Toney’s Schedule 13D/A No.
7 filed with the Commission on April 13, 2006 and incorporated herein by
reference).
|
|
15.
|
Securities
Purchase Agreement dated as of January 25, 2007 by and among the Issuer
and the investors identified on the signature pages thereto (including
Toney, MedCap and MedCap Master) for the private placement of up to
8,333,333 shares of the Issuer’s Common Stock at a purchase price of $0.60
per share (included as Exhibit 10.1 to the Issuer’s Form 8-K filed with
the Commission on January 29, 2007 and incorporated herein by reference)
and subsequently amended as of February 22, 2007 to allow for multiple
closings through March 15, 2007, on March 6, 2007 to allow for multiple
closings through April 6, 2007, on April 5, 2007 to allow for multiple
closings through April 30, 2007, and on May 3, 2007 to allow for multiple
closings through May 25, 2007, (as previously reported on Current Reports
on Forms 8-K filed with the Commission on January 29, 2007, February 8,
2007, March 6, 2007, March 30, 2007, April 18, 2007, April 30, 2007, May
9, 2007 and May 25, 2007, each incorporated herein by
reference).
|
|
16.
|
Registration
Rights Agreement dated as of January 25, 2007 by and among the Issuer and
the investors identified on the signature pages thereto (including Toney,
MedCap and MedCap Master) (included as Exhibit 10.2 to the Issuer’s Form
8-K filed with the Commission on January 29, 2007 and incorporated herein
by reference) and subsequently amended as of February 22, 2007 to allow
for multiple closings through March 15, 2007, on March 6, 2007 to allow
for multiple closings through April 6, 2007, on April 5, 2007 to allow for
multiple closings through April 30, 2007, and on May 3, 2007 to allow for
multiple closings through May 25, 2007, (as previously reported on the
Issuer’s Current Reports on Forms 8-K filed with the Commission on January
29, 2007, February 8, 2007, March 6, 2007, March 30, 2007, April 18, 2007,
April 30, 2007, May 9, 2007 and May 25, 2007, each incorporated herein by
reference).
|
|
17.
|
Securities
Purchase Agreement dated as of October 26, 2007 by and among the Issuer
and the investors identified on the signature pages thereto (including
MedCap, MedCap Master and Toney) for the private placement of up to
15,666,667 shares of the Issuer’s Common Stock at a purchase price of
$0.30 per share and warrants to purchase up to 7,833,333 shares of the
Issuer’s Common Stock at an exercise price of $0.35 per share (included as
Exhibit 10.1 to the Issuer’s Form 8-K filed with the Commission on October
29, 2007 and incorporated herein by reference).
|
|
18.
|
Registration
Rights Agreement, by and among the Issuer and the investors identified on
the signature pages thereto (including MedCap, MedCap Master and Toney),
dated as of October 26, 2007 (included as Exhibit 10.2 to the Issuer’s
Form 8-K filed with the Commission on October 29, 2007 and incorporated
herein by reference).
|
|
19.
|
Amendment
to Registration Rights Agreement, by and among the Issuer and the
investors identified on the signature pages thereto (including MedCap,
MedCap Master and Toney), dated as of December 5, 2007 and effective
November 30, 2007 (included as Exhibit 10.1 to the Issuer’s Form 8-K filed
with the Commission on December 7, 2007 and incorporated herein by
reference).
|
|
20.
|
Waiver
of Registration Rights, by and among the Issuer and the investors
identified on the signature pages thereto (including MedCap, MedCap Master
and Toney), dated as of December 5, 2007 and effective November 30, 2007
(included as Exhibit 10.2 to the Issuer’s Form 8-K filed with the
Commission on December 7, 2007 and incorporated herein by
reference).
|
|
21.
|
Securities
Purchase Agreement dated as of July 2, 2008 by and among the Issuer and
the investors identified on the signature pages thereto (including MedCap
and , MedCap Master) for the private placement of up to 3,333,333 shares
of the Issuer’s Common Stock at a purchase price of $0.30 per share and
warrants to purchase up to 1,666,667 shares of the Issuer’s Common Stock
at an exercise price of $0.35 per share (included as Exhibit 10.1 to the
Issuer’s Form 8-K filed with the Commission on July 10, 2008 and
incorporated herein by reference)
|
|
Date
|
July
18, 2008
|
|||||||
|
/s/
C. Fred
Toney
|
||||||
|
Signature
|
||||||
|
Print
Name
|
C.
FRED TONEY
|
|||||
|
MEDCAP
PARTNERS L.P.
By
its general partner MedCap Management & Research LLC
|
MEDCAP
MANAGEMENT & RESEARCH LLC
|
||||
| By: /s/ C. Fred Toney | By: /s/ C. Fred Toney | ||||
|
Print
Name
|
C.
Fred Toney
|
Print
Name
|
C.
Fred Toney
|
||
|
Title
|
Managing
Member
|
Title
|
Managing
Member
|
||
|
MEDCAP
MASTER FUND, L.P.
By
its general partner MedCap Management & Research LLC
|
|||
| By: /s/ C. Fred Toney | |||
|
Print
Name
|
C.
Fred Toney
|
||
|
Title
|
Managing
Member
|
||
|
Date July
18, 2008
|
|
||
|
/s/
C. Fred
Toney
|
|||
|
Signature
|
|||
| Print Name C. FRED TONEY | |||
|
MEDCAP
PARTNERS L.P.
By
its general partner MedCap Management & Research LLC
|
MEDCAP
MANAGEMENT & RESEARCH LLC
|
|
| By: /s/ C. Fred Toney | By: /s/ C. Fred Toney | |
| Print Name C. Fred Toney | Print Name C. Fred Toney | |
| Title Managing Member | Title Managing Member | |
|
MEDCAP
MASTER FUND, L.P.
By
its general partner MedCap Management & Research LLC
|
|||
| By: /s/ C. Fred Toney | |||
|
Print
Name
|
C.
Fred Toney
|
||
|
Title
|
Managing
Member
|
||