Orion HealthCorp, Inc. SC 13D/A
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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)
Class A Common Stock, $.001 par value
(Title of Class of Securities)
(CUSIP Number)
Leslie
A Drockton, Benesch, Friedlander, Coplan & Aronoff LLP
2300 BP Tower
Cleveland, Ohio 44114
(216) 363-4500
(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
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 disclosures 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. |
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68627W109 |
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of |
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10 |
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NAMES OF REPORTING PERSONS:
Dennis Cain |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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NA |
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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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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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171,000 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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10,482,944* |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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171,000 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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10,482,944* |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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10,653,944 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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7.92%** |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
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Shares are held by the D/V Cain Family, LP.
Dennis Cain may be deemed to beneficially own the shares held by the D/V Cain
Family, LP as he is the manager of the general partner of the partnership. |
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On an as converted, fully-diluted basis. |
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CUSIP No. |
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68627W109 |
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Page |
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3 |
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of |
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10 |
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| 1 |
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NAMES OF REPORTING PERSONS:
Valerie Cain |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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| 3 |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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NA |
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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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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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None |
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| SHARES |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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10,482,944* |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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None |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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10,482,944* |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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10,482,944*** |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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þ**
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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7.8%** |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
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All shares previously reported as owned by
Valerie Cain were transferred into the D/V Cain Family, LP. |
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On an as converted, fully-diluted basis. |
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| *** |
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Excludes 21,000 shares of Class A Common
Stock held directly by Mr. Cain and 150,000 shares subject to an option held
directly by Mr. Cain. Valerie Cain disclaims beneficial ownership of such
shares. |
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CUSIP No. |
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68627W109 |
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Page |
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4 |
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of |
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10 |
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| 1 |
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NAMES OF REPORTING PERSONS:
D/V Cain Family, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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EIN No. 20-2379781 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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NA |
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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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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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None |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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10,482,944 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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None |
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| WITH |
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SHARED DISPOSITIVE POWER: |
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10,482,944 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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10,482,944* |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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þ
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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7.8%** |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
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| * |
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Excludes 21,000 shares held by Dennis Cain
directly and 150,000 shares subject to an option held directly by Mr. Cain.
D/V Cain Family, L.P. disclaims beneficial ownership of such shares. |
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| ** |
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On an as converted, fully-diluted basis. |
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) should be read in conjunction with
the Schedule 13D dated December 15, 2004 as filed with the Securities and Exchange Commission by
Dennis Cain and Valerie Cain. This Amendment No. 1 amends the Schedule 13D only with respect to
those items listed below.
This Schedule 13D relates to the Class A Common Stock, par value $.001 per share (the “Class A
Common Stock”), of Orion HealthCorp, Inc., a Delaware corporation (the “Company”). The address of
the Company’s principal executive office is 1805 Old Alabama Road, Suite 350, Roswell, Georgia
30076.
Item 2. Identity and Background.
This Statement on Schedule 13D was originally filed by Mr. Dennis Cain, an individual, and his
spouse, Mrs. Valerie Cain, an individual, both U.S. citizens. The address of Mr. and Mrs. Cain is
36333 High Chaparral, Magnolia, Texas 77355. In August, 2005 the
shares of Class C Common Stock
originally reported and certain of shares of Class A Common Stock issued on conversion of the Class
Common Stock were transferred into the D/V Cain Family, L.P. for estate planning purposes (the
“Cain Partnership”). Dennis Cain is the manager of the general partner of the Cain Partnership, as
well as a limited partner. The Cain Partnership is a Texas limited partnership whose principal
address is 36333 High Chaparral, Magnolia, Texas 77355.
Mr. Cain entered into an employment agreement with the Company pursuant to which he serves as
the Chief Executive Officer of Medical Billing Services, Inc. (“MBS”), a wholly-owned subsidiary of
the Company. Mrs. Cain is not currently employed outside the home.
During the last five years, none of the reporting persons have been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a
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civil proceeding of a judicial or administrative body of competent jurisdiction, and as a
result of such proceeding, 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.
Item 4. Purpose of Transaction.
Background
On December 15, 2004, Orion HealthCorp, Inc. (formerly SurgiCare, Inc.) (the “Company”)
consummated a restructuring which included issuances of new equity securities for cash and
contribution of outstanding debt, the acquisition of three new businesses and the restructuring of
its debt facilities (the “Restructuring Transaction”). In connection with the Restructuring
Transaction, Mr. and Mrs. Cain were issued 787,880 shares of the Company’s Class C Common Stock
(which were convertible into the Company’s Class A Common Stock), and Dennis Cain was issued
21,000 shares of the Company’s Class A Common Stock.
In August, 2005, 777,568 of the shares of the Class C Common Stock (representing all of the
shares of Class C Common Stock owned y Mr. and Mrs. Cain at the time of transfer) and 35,094 shares
of the Class A Common Stock were transferred into the Cain Partnership for estate planning purposes
and 21,000 shares of Class A Common Stock continued to be held directly by Mr. Cain.
During the period commencing on January 1, 2005 through December 31, 2005, the Cain
Partnership converted 69,091 shares of the Class C Common Stock held by it into 330,266 shares of
Class A Common Stock at various times and at various conversion rates pursuant to the terms of the
Class C Common Stock.
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On June 17, 2005, Mr. Cain was issued options to purchase 150,000 shares of the Company’s
Class A Common Stock, at an exercise price of $.84 a share. These options vest in 1/4 increments on
an annual basis commencing on the first anniversary of the date of grant, June 17, 2006, and expire
on June 17, 2015.
In addition, on May 9, 2006, an additional 142,867 shares of the Company’s Class A Common
Stock were issued to the Cain Partnership in connection with a purchase price adjustment from the
merger of Dennis Cain Physicians Solutions, Ltd. and MBS into the Company in December 2004 as part
of the Restructuring Transaction.
Current Transaction
On December 1, 2006, in connection with the Company’s closing of certain acquisitions and the
private placement as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on
December 7, 2006, the Cain Partnership converted all of its remaining 719,789 shares of Class C
Common Stock into 10,009,811 shares of Class A Common Stock. The Class C Common Stock was
converted on an approximately 13.923937 to 1 basis.
Item 5. Interest in Securities of the Issuer.
(a) As of December 1, 2006, Dennis Cain owned 21,000 shares of Class A Common Stock directly
and has options to acquire an additional 150,000 shares (of which 37,500 shares are currently
exercisable). In addition, Mr. Cain owns, indirectly through the Cain Partnership, 10,482,944
shares of Class A Common Stock. Mr. Cain is the manager of the general partnership of the Cain
Partnership, as well as a limited partner. The 10,653,944 shares held by Mr. Cain represent
approximately 7.92% of the outstanding shares of Class A Common Stock on an as converted,
fully-diluted basis. This is based on 134,507,820 shares of Class A
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Common Stock being issued and outstanding as of December 1, 2006, on an as converted,
fully-diluted basis.
As of December 1, 2006, Valerie Cain may be deemed to beneficially own 10,482,944 shares of
Class A Common Stock held by the Cain Partnership representing approximately 7.8% of the
outstanding Class A Common Stock on an as converted, fully-diluted basis. Mrs. Cain is a manager
of the general partner of the Cain Partnership, as well as a limited partner. Mrs. Cain disclaims
beneficial ownership of 171,000 shares held directly by Mr. Cain.
As of December 1, 2006, the Cain Partnership owns 10,482,944 shares of Class A Common Stock,
representing approximately 7.8% of the outstanding Class A Common Stock on an as converted,
fully-diluted basis. D/V Cain Family, LP disclaims beneficial ownership of the 171,000 shared held
directly by Mr. Cain.
(b) Items 7 through 10 of each of the cover pages of this Amendment No. 1 to Schedule 13D
which relate to Mr. and Mrs. Cain’s and the Cain Partnership’s voting and dispositive power with
respect to the shares of the Class A Common Stock which are beneficially owned by each of the
reporting persons are hereby incorporated by reference in this response.
(c) No transactions were effected during the last sixty days by any of the reporting persons
except as disclosed in Item 4 above.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
99.1 Joint Filing Agreement between the Reporting Persons.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and correct.
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| Dated: December 11, 2006 |
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/s/ Dennis Cain |
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DENNIS CAIN |
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| Dated: December 11, 2006 |
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/s/ Valerie Cain |
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VALERIE CAIN |
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| Dated: December 11, 2006 |
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D/V CAIN FAMILY, L.P. |
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By:
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D/V Cain Management, L.L.C.,
General Partner |
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By:
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/s/ Dennis Cain |
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Dennis Cain, Manager |
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