UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Opko Health, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
301610101
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(CUSIP Number)
Steven D. Rubin
4400 Biscayne Blvd.
Suite 1500
Miami, FL 33137
(305) 575-6015
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 4, 2007
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-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 disclosure
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).
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1. NAMES OF REPORTING PERSONS
The Frost Group, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF 7. SOLE VOTING POWER 0 shares
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 20,286,704 shares*
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0 shares
REPORTING --------------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER 20,286,704 shares*
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,286,704 shares*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14. TYPE OF REPORTING PERSON
OO
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*Includes vested warrants to purchase 4,796,158 Shares of Common Stock.
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1. NAMES OF REPORTING PERSONS
Frost Gamma Investments Trust
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF 7. SOLE VOTING POWER 63,955,885 shares*
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 20,286,704 shares**
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 63,955,885 shares*
REPORTING --------------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER 20,286,704 shares**
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,242,589 shares***
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.3%
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14. TYPE OF REPORTING PERSON
OO
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*Includes vested warrants to purchase 9,241,589 Shares of Common Stock.
**Includes vested warrants to purchase 4,796,158 Shares of Common Stock.
***Includes vested warrants to purchase 14,037,747 Shares of Common Stock.
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1. NAMES OF REPORTING PERSONS
Phillip Frost, M.D.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER 63,955,885 shares*
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 20,286,704 shares**
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 63,955,885 shares*
REPORTING --------------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER 20,286,704 shares**
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,242,589 shares***
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.3 %
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14. TYPE OF REPORTING PERSON
IN
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*Includes vested warrants to purchase 9,241,589 Shares of Common Stock.
**Includes vested warrants to purchase 4,796,158 Shares of Common Stock.
***Includes vested warrants to purchase 14,037,747 Shares of Common Stock.
This Amendment No. 3 (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 (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 14,096,913 Shares of Common Stock, for
investment purposes, in a series of transactions from August 3, 2007 to
February 13, 2008 at prices ranging from $1.80 to $4.33 per share,
including (i) 6,766,304 Shares of Common Stock in a private placement from
the Issuer, (ii) 2,948,139 Shares of Common Stock in a private transaction
with Psilos Group Partners II-S L.P. ("Psilos") and (iii) 3,814,000 Shares
of Common Stock in a private transaction with Dale and Gertrude Pfost
("Pfost").
Item 4. Purpose of Transaction
Item 4 is amended by adding the following paragraph to the end of
the item:
Gamma Trust acquired 14,096,913 Shares of Common Stock, for
investment purposes, in a series of transactions from August 3, 2007 to
February 13, 2008. These include a private placement transaction on
December 4, 2007 in which Gamma Trust acquired 6,766,304 Shares of Common
Stock pursuant to a stock purchase agreement ("Second Stock Purchase
Agreement") from the Issuer for an aggregate purchase price of
$12,450,000, or $1.84 per share. The Shares acquired were offered and sold
in reliance upon an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act") for
"transactions by an issuer not involving a public offering" and 506 of
Regulation D of the Securities Act.
The Second Stock Purchase agreement includes a lock-up provision in
which Gamma Trust agrees not to dispose of or enter into a derivative swap
arrangement involving the Shares of Common Stock underlying the agreement
until December 4, 2009 without the prior written consent of the Issuer.
The 14,096,913 shares acquired by Gamma Trust also include 2,948,139
Shares of Common Stock acquired from Psilos, pursuant to a securities
purchase agreement, dated January 18, 2008, as amended by that certain
Amendment to Securities Purchase Agreement, dated as of February 11, 2008
("Psilos Securities Purchase Agreement"), in which Frost Gamma agreed to
acquire 2,948,139 of the shares of outstanding stock of the Issuer
currently held by Psilos for $1.80 per share.
The Psilos Securities Purchase Agreement includes a lock-up
provision in which Gamma Trust agrees not to dispose of or enter into a
derivative swap arrangement involving the Shares of Common Stock
underlying the agreement until March 27, 2009.
The 14,096,913 shares acquired by Gamma Trust also include 3,814,000
Shares of Common Stock acquired from Pfost, pursuant to a securities
purchase agreement, dated February 13, 2008 ("Pfost Securities Purchase
Agreement"), in which Frost Gamma agreed to acquire 3,814,000 of the
shares of outstanding stock of the Issuer currently held by Pfost for
$1.80 per share.
The Pfost Securities Purchase Agreement includes a lock-up provision
in which Gamma Trust agrees not to sell, transfer or dispose of the Shares
of Common Stock underlying the agreement until March 27, 2009 without the
prior written consent of the Issuer. This agreement also provides Gamma
Trust with a right of first refusal until March 27, 2010 if Pfost has a
bona fide, good faith intention to sell, transfer or dispose of all or any
portion of the shares of outstanding stock of the Issuer which Pfost
retained as of the date of the agreement.
Item 5. Interest in Securities of the Issuer
Item 5 is deleted in its entirety and replaced with the following
text:
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 11.2% of the Issuer's outstanding Shares of Common
Stock, based upon 176,143,564 Shares of Common Stock as of February 12,
2008 and calculated in accordance with Rule 13d-3(d). Frost Group shares
the power to vote and the power to dispose such Shares with Gamma Trust
and Dr. Frost.
Gamma Trust beneficially owns 63,955,885 Shares of Common Stock. The
63,955,885 Shares include vested warrants to purchase 9,241,589 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 84,242,589 Shares of Common Stock
beneficially owned by Gamma Trust constitute 44.3% of the Issuer's
outstanding Shares of Common Stock, based upon 176,143,564 Shares of
Common Stock as of February 12, 2008 and calculated in accordance with
Rule 13d-3(d).
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 63,955,885 Shares of Common Stock beneficially owned by Gamma Trust.
The 84,242,589 Shares of Common Stock beneficially owned by Dr. Frost
constitute 44.3% of the Issuer's outstanding Shares of Common Stock, based
upon 176,143,564 Shares of Common Stock as of February 12, 2008 and
calculated in accordance with Rule 13d-3(d).
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.
Item 6. 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 and
Pfost Securities Purchase Agreement.
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,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, or the division of profits or losses.
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.
February 14, 2008 The Frost Group, LLC
By: /s/ Steven D. Rubin
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Name: Steven D. Rubin
Title: Vice President
February 14, 2008 Frost Gamma Investments Trust
By: /s/ Phillip Frost, M.D.
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Name: Phillip Frost, M.D.
Title: Sole Trustee
February 14, 2008 /s/ Phillip Frost, M.D.
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Phillip Frost, M.D., Individually