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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
Kate Inman
4400 Biscayne Blvd.
Miami, FL 33137
(305) 575-4138
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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.
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).
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1. |
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NAMES OF REPORTING PERSONS
The Frost Group, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS |
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N/A |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Florida
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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0 shares |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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20,286,704 shares* |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 shares |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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20,286,704 shares* |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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20,286,704 shares* |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.0% |
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14. |
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TYPE OF REPORTING PERSON |
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OO |
* Includes vested warrants to purchase 4,796,158 shares of Common Stock.
Page 2 of 8 Pages
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1. |
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NAMES OF REPORTING PERSONS
Frost Gamma Investments Trust |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS |
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WC |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Florida
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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117,333,383 shares* |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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20,286,704 shares** |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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117,333,383 shares* |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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20,286,704 shares** |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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137,620,087 shares*** |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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45.4% |
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14. |
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TYPE OF REPORTING PERSON |
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OO |
* Includes vested warrants to purchase 10,831,141 shares of Common Stock. Also includes 2,520,190 shares of Common Stock issuable upon conversion of 252,019 shares of 8.0% Series D Cumulative Convertible Preferred Stock (prior to giving effect to accrued but unpaid dividends), which is convertible at any time. Does not include options to acquire 1,512,500 shares of Common Stock held individually by Dr. Frost, which are exercisable within the next 60 days.
** Includes vested warrants to purchase 4,796,158 shares of Common Stock held by Frost Group.
*** Includes vested warrants to purchase 15,627,299 shares of Common Stock. Also includes 2,520,190 shares of Common Stock issuable upon conversion of 252,019 shares of 8.0% Series D Cumulative Convertible Preferred Stock (prior to giving effect to accrued but unpaid dividends), which is convertible at any time. Does not include options to acquire 1,512,500 shares of Common Stock held individually by Dr. Frost, which are exercisable within the next 60 days.
Page 3 of 8 Pages
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1. |
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NAMES OF REPORTING PERSONS
Phillip Frost, M.D. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS |
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N/A |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7. |
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SOLE VOTING POWER |
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NUMBER OF |
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118,845,883 shares* |
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SHARES |
8. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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20,286,704 shares** |
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EACH |
9. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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118,845,883 shares* |
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WITH |
10. |
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SHARED DISPOSITIVE POWER |
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20,286,704 shares** |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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139,132,587 shares*** |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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45.7% |
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14. |
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TYPE OF REPORTING PERSON |
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IN |
* Includes vested warrants to purchase 10,831,141 shares of Common Stock. Also includes (a) 2,520,190 shares of Common Stock issuable upon conversion of 252,019 shares of 8.0% Series D Cumulative Convertible Preferred Stock (prior to giving effect to accrued but unpaid dividends), which is convertible at any time, and (b) options to acquire 1,512,500 shares of Common Stock, which are exercisable within the next 60 days.
** Includes vested warrants to purchase 4,796,158 shares of Common Stock held by Frost Group.
*** Includes vested warrants to purchase 15,627,299 shares of Common Stock. Also includes (a) 2,520,190 shares of Common Stock issuable upon conversion of 252,019 shares of 8.0% Series D Cumulative Convertible Preferred Stock (prior to giving effect to accrued but unpaid dividends), which is convertible at any time, and (b) options to acquire 1,512,500 shares of Common Stock, which are exercisable within 60 days.
Page 4 of 8 Pages
This Amendment No. 8 (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, as amended by Amendment No. 6 to the Schedule 13D filed on March 19, 2009, as amended by
Amendment No. 7 to the Schedule 13D filed on October 1, 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.)
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Item 3. |
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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 7,193,671 shares of Common Stock, for investment purposes, in a
series of transactions from October 2, 2009 to March 23, 2011, at prices ranging from $1.60
to $4.49 per share for an aggregate of $24,488,298.42, including without limitation 3,200,000
shares of Common Stock in a public offering from the Issuer at the public offering price of
$3.75 per share. The source of funds used in all transactions from October 2, 2009 to March
23, 2011 was working capital of Gamma Trust.
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Item 4. |
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Purpose of Transaction |
Item 4 is amended by adding the following paragraphs to the end of the item:
Gamma Trust acquired 7,193,671 shares of Common Stock, for investment purposes, in a
series of transactions from October 2, 2009 to March 23, 2011, at prices ranging from $1.60
to $4.49, of which 3,993,671 shares were purchased on the open market and 3,200,000 shares
were purchased on March 9, 2011 in a public offering from the Issuer, which closed on March
14, 2011, at the public offering price of $3.75 per share.
In the last 60 days prior to the filing of this Amendment No. 8, Gamma Trust has
acquired a total of 1,395,000 shares of Common Stock purchased on the open market at prices
ranging from $3.45 to $4.49 per share. The Reporting Persons undertake to provide upon
request by the staff of the Securities and Exchange Commission full information regarding the
number of shares purchased or sold at each separate price.
In the last 60 days prior to the filing of this Amendment No. 8, Gamma Trust also
acquired 3,200,000 shares of Common Stock in a public offering with the Issuer, which closed
on March 14, 2011, whereby Gamma Trust acquired the shares of Common Stock at the public
offering price of $3.75 per share. In connection with this acquisition, Frost Group, Gamma
Trust and Dr. Frost entered into a Lock-up Agreement, dated March 2, 2011 (the Lockup
Agreement).
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Item 5. |
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Interest in Securities of the Issuer |
Item 5 is deleted in its entirety and replaced with the following text:
Page 5 of 8 Pages
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 approximately 7% of the Issuers
outstanding shares of Common Stock, based upon 284,970,816 shares of Common Stock outstanding
as of March 23, 2011, 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 directly beneficially owns 117,333,383 shares of Common Stock. The
117,333,383 shares include vested warrants to purchase 10,831,141 shares of Common Stock and 2,520,190 shares of Common Stock
issuable upon conversion of 252,019 shares of 8.0% Series D Cumulative Convertible Preferred Stock (prior to giving effect to accrued but unpaid dividends), which is convertible at any time.
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 137,620,087
total shares of Common Stock beneficially owned by Gamma Trust constitute 45.4% of the
Issuers outstanding shares of Common Stock, based upon 284,970,816 shares of Common Stock
outstanding as of March 23, 2011, and calculated in accordance with Rule 13d-3. Dr. Frost is
the sole trustee of Gamma Trust and holds sole voting and dispositive power with respect to
117,333,383 shares of Common Stock. Gamma Trust has shared voting and dispositive power with
respect to the 20,286,704 shares of Common Stock owned by Frost Group.
In addition, Dr. Frost has 1,512,500 options to purchase the Companys Common Stock,
which are exercisable within 60 days of March 23, 2011. 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
117,333,383 shares of Common Stock beneficially owned by Gamma Trust. The 139,132,587 shares
of Common Stock beneficially owned by Dr. Frost constitute 45.7% of the Issuers outstanding shares of Common Stock, based upon 284,970,816 shares of Common Stock outstanding as of March
23, 2011, and calculated in accordance with Rule 13d-3. Dr. Frost, as sole trustee of Gamma
Trust, has sole voting and dispositive power over 117,333,383 shares of Common Stock. Dr.
Frost has shared voting and dispositive power with respect to 20,286,704 shares of Common
Stock owned by Frost Group.
For information regarding transactions effected in the last 60 days prior to the filing
of this Amendment No. 8, 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 of the Issuer beneficially owned by them.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer. |
Item 6 is amended in its entirety and replaced with the following text:
See Item 4 regarding Stock Purchase Agreement, Voting Agreement, Second Stock Purchase
Agreement, Psilos Securities Purchase Agreement, Pfost Securities Purchase Agreement, Third
Stock Purchase Agreement, U Penn Agreement, V-Sciences Agreement, CRG Agreement, Fourth Stock
Purchase Agreement, Pfost Second Securities Purchase Agreement, the Kennedy Agreement, the
Fifth Stock Purchase Agreement, the Warrant Agreement, and the Lock-up Agreement.
Page 6 of 8 Pages
Except as identified herein, the Reporting Persons do not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, finders fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, or the division of profits or losses.
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Item 7. |
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Material to be Filed as Exhibits |
Item 7 is amended by adding the following paragraphs to the end of the item:
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Exhibit 13 |
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Lock-up Agreement, dated as of March 2, 2011, of The Frost Group, LLC.,
Frost Gamma Investments Trust, and Phillip Frost, M.D. |
Page 7 of 8 Pages
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.
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March 25, 2011 |
The Frost Group, LLC
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By: |
/s/ Steven D. Rubin
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Name: |
Steven D. Rubin |
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Title: |
Vice President |
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March 25, 2011 |
Frost Gamma Investments Trust
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By: |
/s/ Phillip Frost, M.D.
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Name: |
Phillip Frost, M.D. |
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Title: |
Sole Trustee |
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March 25, 2011 |
By: |
/s/ Phillip Frost, M.D.
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Name: |
Phillip Frost, M.D., |
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Individually |
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Page 8 of 8 Pages