SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(A)
and Amendments Thereto Filed Pursuant to Rule 13d-2(A)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CRDENTIA CORP.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
225235209
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(CUSIP Number)
Ann E. Carey, Business Legal Assistant
Howard Rice Nemerovski Canady Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 2004
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of this 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 the disclosures provided in a prior cover page.
CUSIP No. 225235209 Page 2 of 13
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. 225235209 Page 3 of 13
1 Name of Reporting Person MEDCAP MANAGEMENT & RESEARCH LLC
IRS Identification No. of Above Person 94-3411543
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power 34,164,837
NUMBER OF
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 34,164,837
PERSON WITH
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Reporting 34,164,837
Person
12 Check Box if the Aggregate Amount in Row 11 Excludes [ ]
Certain Shares
13 Percent of Class Represented by Amount in Row 11 81.2%
14 Type of Reporting Person IA
CUSIP No. 225235209 Page 4 of 13
1 Name of Reporting Persons MEDCAP PARTNERS L.P.
IRS Identification Nos. of Above Persons 94-3412423
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power 34,164,837
NUMBER OF
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 34,164,837
PERSON WITH
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Reporting 34,164,837
Person
12 Check Box if the Aggregate Amount in Row 11 Excludes [ ]
Certain Shares
13 Percent of Class Represented by Amount in Row 11 81.2%
14 Type of Reporting Person PN
CUSIP No. 225235209 Page 5 of 13
1 Name of Reporting Persons C. FRED TONEY
IRS Identification Nos. of Above Persons
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization United States
7 Sole Voting Power 34,164,837
NUMBER OF
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 34,164,837
PERSON WITH
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Reporting 34,164,837
Person
12 Check Box if the Aggregate Amount in Row 11 Excludes [ ]
Certain Shares
13 Percent of Class Represented by Amount in Row 11 81.2%
14 Type of Reporting Person IN, HC
CUSIP No. 225235209 Page 6 of 13
Item 1. Security and Issuer
This Schedule 13D ("Schedule") relates to shares of common stock,
with par value $.0001 (the "Common Stock"), of Crdentia Corp. (the
"Issuer"). The principal executive office of the Issuer is 14114 Dallas
Parkway, Suite 600, Dallas, TX 75254.
Item 2. Identity and Background
This Schedule is filed on behalf of MedCap Partners L.P. ("MedCap"),
MedCap Management & Research LLC ("MMR") and C. Fred Toney ("Toney"), each
of whose principal business office address is 500 Third Street, Suite 535,
San Francisco, CA 94107.
MedCap is an investment limited partnership, whose general partner
is MMR. MMR is an investment adviser registered under the laws of the State
of California. Toney is MMR's sole managing member.
None of MedCap, MMR nor Toney has, during the past five years, been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of MedCap, MMR nor Toney has, during the past five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which any of them became or is 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.
MedCap is a Delaware limited partnership, MMR is a Delaware limited
liability company and Toney is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds to make the purchases described in Item 5(c) was
working capital of MedCap. The total amount of the funds to make the
purchases described in Item 5(c) was $814,620.
Item 4. Purpose of Transaction
The acquisitions of Series C Preferred Stock and warrants to purchase
Series C Preferred Stock described in Item 5(c) were made for investment
purposes.
Toney is a member of the Issuer's Board of Directors.
Except as described herein, the reporting persons do not currently
have any plans or proposals that relate to or would result in any of the
following:
(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;
CUSIP No. 225235209 Page 7 of 13
(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.
Depending upon market conditions and other factors, the reporting
persons may acquire additional securities of the Issuer, or alternatively,
may dispose of some or all of the securities of the Issuer beneficially owned
by them.
Item 5. Interest in Securities of the Issuer
(a) MedCap beneficially owns 4,959,937 shares of Issuer's Common Stock,
3,750,000 shares of Issuer's Series B Preferred Stock, which are
currently convertible into 1,250,000 shares of Common Stock, and 42,917
shares of Issuer's Series C Preferred Stock which are currently
convertible into 4,291,700 shares of Common Stock. MedCap also owns
warrants giving it the right to acquire 6,000 shares of Series B-1
Preferred Stock for $60.00 per share (6,000 shares of Series B-1
Preferred Stock, in turn, would currently be convertible into 600,000
shares of Common Stock) and 230,632 shares of Series C Preferred Stock
for $60.00 per share (230,632 shares of Series C Preferred Stock, in
turn, would currently be convertible into 23,063,200 shares of Common
Stock).
MMR as general partner and investment manager of MedCap and Toney as the
sole managing member of MMR may be deemed to beneficially own the shares
owned by MedCap 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 13D 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 to which this Schedule relates,
and MMR and Toney disclaim beneficial ownership as to the Common Stock
except to the extent of their respective pecuniary interests therein.
CUSIP No. 225235209 Page 8 of 13
Based on the number of shares outstanding reported in the Issuer's most
recent quarterly report on Form 10-QSB and shares reported in filings
with the SEC as being issued to various insiders of the Issuer the
percentage of Common Stock beneficially owned by MedCap, MMR and Toney
for the purposes of this Schedule 13D is 81.2%.
(b) Reference is made hereby to Items 7 to 10 of pages 2, 3 and 4 of this
Schedule, which Items are incorporated herein by reference.
(c) As described in MedCap's, MMR's and Toney's Schedule 13D/A No. 2 filed
with the Commission on September 24, 2004, on August 30, 2004, MedCap
entered into a Makewell Agreement (the "Makewell Agreement") with
certain lenders of the Issuer and the Issuer pursuant to which MedCap
agreed to acquire up to 16,667 shares of Series C Preferred Stock for
$60.00 per share in the event that the Issuer did not meet certain
financial goals. Series C Preferred Stock currently would be
convertible into 100 shares of Common Stock for each share of Series C
Preferred Stock acquired. If MedCap was required to acquire Series C
Preferred Stock pursuant to the Makewell Agreement, the Issuer agreed to
issue additional warrants to MedCap which would be exercisable for
shares of Series C Preferred Stock at $60.00 per share. Additionally,
the Issuer agreed that for every share of Series C Preferred Stock over
4,333 shares purchased by MedCap under the Makewell Agreement, the
Issuer would grant MedCap an extraordinary warrant to purchase 10 shares
of Series C Preferred Stock. On September 23, 2004, MedCap, in
connection with its obligation under the Makewell Agreement, purchased
from the Issuer in a private placement, 3,090 shares of Series C
Preferred Stock which are currently convertible into 309,000 shares of
Common Stock. As part of the acquisition of the Series C Preferred
Stock, MedCap received a warrant giving it the right to acquire 7,725
shares of Series C Preferred Stock for $60.00 per share. The Series C
Preferred Stock is currently convertible at the option of the holder
into 100 shares of Common Stock per share of Series C Preferred Stock.
Thus, the warrant for the Series C Preferred Stock is indirectly
convertible into 772,500 shares of Common Stock at $0.60 per share.
On October 12, 2004, MedCap, in connection with its obligation under the
Makewell Agreement, purchased from the Issuer in a private placement,
1,250 shares of Series C Preferred Stock which are currently convertible
into 125,000 shares of Common Stock with the aggregate amount of
MedCap's investment in the private placement being $75,000. As part of
the acquisition of the Series C Preferred Stock, MedCap received a
warrant giving it the right to acquire 3,125 shares of Series C
Preferred Stock for $60.00 per share. The Series C Preferred Stock is
currently convertible at the option of the holder into 100 shares of
Common Stock per share of Series C Preferred Stock. Thus, the warrant
for the Series C Preferred Stock is indirectly convertible into 312,500
shares of Common Stock at $0.60 per share.
On October 18, 2004, MedCap, in connection with its obligation under the
Makewell Agreement, purchased from the Issuer in a private placement,
5,000 shares of Series C Preferred Stock which are currently convertible
into 500,000 shares of Common Stock with the aggregate amount of
MedCap's investment in the private placement being $300,000. As part of
the acquisition of the Series C Preferred Stock, MedCap received a
warrant giving it the right to acquire 62,570 shares of Series C
Preferred Stock for $60.00 per share. The Series C Preferred Stock is
CUSIP No. 225235209 Page 9 of 13
currently convertible at the option of the holder into 100 shares of
Common Stock per share of Series C Preferred Stock. Thus, the warrant
for the Series C Preferred Stock is indirectly convertible into
6,257,000 shares of Common Stock at $0.60 per share.
On October 25, 2004, MedCap, in connection with its obligation under the
Makewell Agreement, purchased from the Issuer in a private placement,
1,417 shares of Series C Preferred Stock which are currently convertible
into 141,700 shares of Common Stock with the aggregate amount of
MedCap's investment in the private placement being $85,020. As part of
the acquisition of the Series C Preferred Stock, MedCap received a
warrant giving it the right to acquire 17,712 shares of Series C
Preferred Stock for $60.00 per share. The Series C Preferred Stock is
currently convertible at the option of the holder into 100 shares of
Common Stock per share of Series C Preferred Stock. Thus, the warrant
for the Series C Preferred Stock is indirectly convertible into
1,771,200 shares of Common Stock at $0.60 per share.
On November 3, 2004, MedCap, in connection with its obligation under the
Makewell Agreement, purchased from the Issuer in a private placement,
5,910 shares of Series C Preferred Stock which are currently convertible
into 591,000 shares of Common Stock with the aggregate amount of
MedCap's investment in the private placement being $354,600. As part of
the acquisition of the Series C Preferred Stock, MedCap received a
warrant giving it the right to acquire 73,875 shares of Series C
Preferred Stock for $60.00 per share. The Series C Preferred Stock is
currently convertible at the option of the holder into 100 shares of
Common Stock per share of Series C Preferred Stock. Thus, the warrant
for the Series C Preferred Stock is indirectly convertible into
7,387,500 shares of Common Stock at $0.60 per share.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
MedCap is a party to an Amended and Restated Registration Rights
Agreement entitling it to registration rights with respect to Common Stock
issuable upon conversion of its shares of Series A Preferred Stock, Series B
Preferred Stock, Series B-1 Preferred Stock, and Series C Preferred Stock,
including any Series B-1 Preferred or Series C Preferred issued upon exercise
of the Warrants.
Item 7. Material to be Filed as Exhibits
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 (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)
CUSIP No. 225235209 Page 10 of 13
3. Makewell Agreement between certain lenders of the Issuer, the Issuer
and MedCap dated as of August 30, 2004 (included as Exhibit 3 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)
4. Warrant to Purchase Shares of Series C Preferred Stock of the Issuer
issued to MedCap dated August 30, 2004 (included as Exhibit 4 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)
5. Warrant to Purchase Shares of Series B-1 Preferred Stock of the Issuer
issued to MedCap dated August 31, 2004 (included as Exhibit 5 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)
6. Warrant to Purchase Shares of Series C Preferred Stock of the Issuer
issued to MedCap dated September 25, 2004 (included as Exhibit 6 to
MedCap's, MMR's and Toney's Schedule 13D/A No. 2 filed with the
Commission on September 24, 2004 and incorporated herein by reference)
7. Form of Warrant to Purchase Shares of Series C Convertible Preferred
Stock of the Issuer (included as Exhibit 4.1 to the Issuer's Form 8-K
filed with the Commission on October 25, 2004 and incorporated herein
by reference)
CUSIP No. 225235209 Page 11 of 13
Signatures
After reasonable inquiry and to the best of each of the undersigned's
respective knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
DATED: November 9, 2004
MEDCAP PARTNERS L.P.
By its general partner
MedCap Management & Research LLC
/s/ C. Fred Toney
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By: C. Fred Toney
Its: Managing Member
MEDCAP MANAGEMENT & RESEARCH LLC
/s/ C. Fred Toney
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By: C. Fred Toney
Its: Managing Member
C. FRED TONEY
/s/ C. Fred Toney
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CUSIP No. 225235209 Page 12 of 13
Exhibit Index
Exhibit 1 Agreement Regarding Joint Filing of Statement on Schedule 13D
or 13G
CUSIP No. 225235209 Page 13 of 13
Exhibit 1
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON
SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and
Exchange Commission (the "SEC") any and all statements on Schedule 13D or
Schedule 13G (and any amendments or supplements thereto) required under
section 13(d) of the Securities Exchange Act of 1934, as amended, in
connection with purchases by the undersigned of the common stock of
Crdentia Corp. For that purpose, the undersigned hereby constitute and
appoint C. Fred Toney as their true and lawful agent and attorney-in-fact,
with full power and authority for and on behalf of the undersigned to
prepare or cause to be prepared, sign, file with the SEC and furnish to any
other person all certificates, instruments, agreements and documents
necessary to comply with section 13(d) and section 16(a) of the Securities
Exchange Act of 1934, as amended, in connection with said purchases, and to
do and perform every act necessary and proper to be done incident to the
exercise of the foregoing power, as fully as the undersigned might or could
do if personally present.
DATED: November 9, 2004
MEDCAP PARTNERS L.P.
By its general partner
MedCap Management & Research LLC
/s/ C. Fred Toney
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By: C. Fred Toney
Its: Managing Member
MEDCAP MANAGEMENT & RESEARCH LLC
/s/ C. Fred Toney
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By: C. Fred Toney
Its: Managing Member
C. FRED TONEY
/s/ C. Fred Toney
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