SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on February 14, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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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CUSIP NO. 301610101 13D Page 2 of 9
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1. NAMES OF REPORTING PERSONS
Dr. Jane Hsiao, Ph.D.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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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 of America
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NUMBER OF 7. SOLE VOTING POWER 21,616,811 shares*
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0 shares
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 21,616,811 shares*
REPORTING --------------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER 0 shares
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,616,811 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)
12.1 %
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14. TYPE OF REPORTING PERSON
IN
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*Includes vested warrants to purchase 2,936,580 Shares of Common Stock.
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CUSIP NO. 301610101 13D Page 3 of 9
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1. NAMES OF REPORTING PERSONS
The Chiin Hsiung Hsiao Family Trust A
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(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 1,000,000 shares
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0 shares
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,000,000 shares
REPORTING --------------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER 0 shares
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 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)
.57 %
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14. TYPE OF REPORTING PERSON
OO
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CUSIP NO. 301610101 13D Page 4 of 9
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1. NAMES OF REPORTING PERSONS
The Chiin Hsiung Hsiao Family Trust B
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(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 1,000,000 shares
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0 shares
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,000,000 shares
REPORTING --------------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER 0 shares
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 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)
.57 %
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14. TYPE OF REPORTING PERSON
OO
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CUSIP NO. 301610101 13D Page 5 of 9
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Item 1. Security and Issuer
This Statement on Schedule 13D relates to the Common Stock,
$0.01 par value per share (the "Shares"), of Opko Health, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices
of the Issuer are located at 4400 Biscayne Boulevard, Suite 1180,
Miami, Florida 33137.
Item 2. Identity and Background
This Schedule 13D is being filed jointly by Dr. Jane Hsiao,
Ph.D., an individual residing in the State of Florida ("Dr. Hsiao"),
The Chiin Hsiung Hsiao Family Trust A, a trust formed under the laws
of the State of Florida ("Trust A"), and The Chiin Hsiung Hsiao
Family Trust B, a trust formed under the laws of the State of
Florida ("Trust B"). Dr. Hsiao, Trust A and Trust B are collectively
referred to herein as the "Reporting Persons." The principal
business address of the Reporting Persons is 4400 Biscayne
Boulevard, Suite 1180, Miami, Florida 33137.
Dr. Hsiao is a United States citizen whose principal
occupation is Chief Technical Officer of the Issuer. Each of Trust A
and Trust B is an entity formed for the purpose of making and
holding investments.
During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was 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.
Item 3. Source and Amount of Funds or Other Consideration
On March 27, 2007, Dr. Hsiao acquired 11,604,144 Shares of
Common Stock, in connection with the merger of Froptix Corporation
into a wholly-owned subsidiary of the issuer in exchange for
securities of Froptix held by Dr. Hsiao immediately before the
merger. On July 13, 2007, Dr. Hsiao acquired 1,000,000 Shares of
Common Stock in a private transaction with OZ Master Fund, Ltd. for
an aggregate purchase price of $1,800,000, or $1.80 per share. On
December 4, 2007, Dr. Hsiao acquired 4,076,087 Shares of Common
Stock in a private placement from the Issuer for an aggregate
purchase price of $7,500,000, or $1.84 per share.
On February 11, 2008, each of Trust A and Trust B acquired
1,000,000 Shares of Common Stock in a private transaction with
Psilos Group Partners II-S L.P. for an aggregate purchase price of
$1,800,000, or $1.80 per share.
Dr. Hsiao's personal funds were used to acquire the Shares of
Common Stock.
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CUSIP NO. 301610101 13D Page 6 of 9
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Item 4. Purpose of Transaction
On March 27, 2007, Dr. Hsiao acquired 11,604,144 Shares of
Common Stock, in connection with the merger of Froptix Corporation
into a wholly-owned subsidiary of the issuer in exchange for
securities of Froptix held by Dr. Hsiao immediately before the
merger.
On December 4, 2007, pursuant to a private placement
transaction, Dr. Hsiao acquired 4,076,087 Shares of Common Stock
pursuant to a Stock Purchase Agreement (the "Stock Purchase
Agreement") from the Issuer for an aggregate purchase price of
$7,500,000, or $1.84 per share. The Shares 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 Stock Purchase Agreement includes a lock-up provision in
which Dr. Hsiao 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.
On July 13, 2007, pursuant to a private transaction, Dr. Hsiao
acquired 1,000,000 Shares of Common Stock pursuant to a Stock
Purchase Agreement (the "Second Stock Purchase Agreement") in which
Dr. Hsiao agreed to acquire 1,000,000 of the shares of outstanding
stock of the Issuer held by the OZ Master Fund, Ltd. for an
aggregate purchase price of $1,800,000, or $1.80 per share.
The Second Stock Purchase Agreement includes a lock-up
provision in which Dr. Hsiao 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.
On February 11, 2008, pursuant to a private transaction, Trust
A and Trust B each acquired 1,000,000 Shares of Common Stock 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 Trust A and Trust B each
agreed to acquire 1,000,000 of the shares of outstanding stock of
the Issuer currently held by Psilos for an aggregate purchase price
of $1,800,000, or $1.80 per share.
The Psilos Securities Purchase Agreement includes a lock-up
provision in which each of Trust A and Trust B 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.
Item 5. Interest in Securities of the Issuer
Dr. Hsiao may be deemed to beneficially own 21,616,811 Shares
of Common Stock which consist of (i) 1,000,000 Shares of Common
Stock beneficially owned by Trust A, (ii) 1,000,000 Shares of Common
Stock beneficially owned by Trust B and (iii) 19,616,811 Shares of
Common Stock held by her individually. The 19,616,811 Shares of
Common Stock held by Dr. Hsiao individually include vested warrants
to purchase 2,936,580 Shares of Common Stock. The 21,616,811 Shares
of Common Stock beneficially owned by Dr. Hsiao constitute 12.1 % 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).
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CUSIP NO. 301610101 13D Page 7 of 9
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Trust A beneficially owns 1,000,000 Shares of Common Stock
which constitute .57% of the Issuer's outstanding Shares of Common
Stock, based on 176,143,564 Shares of Common Stock as of February
12, 2008 and calculated in accordance with Rule 13d-3(d). Dr. Hsiao
is the sole trustee of Trust A and holds sole voting power with
respect to the 1,000,000 Shares of Common Stock held by Trust A.
Trust B beneficially owns 1,000,000 Shares of Common Stock
which constitute .57% of the Issuer's outstanding Shares of Common
Stock, based on 176,143,564 Shares of Common Stock as of February
12, 2008 and calculated in accordance with Rule 13d-3(d). Dr. Hsiao
is the sole trustee of Trust B and holds sole voting power with
respect to the 1,000,000 Shares of Common Stock held by Trust B.
Dr. Hsiao is a member of The Frost Group, LLC, which holds
15,490,546 Shares of Common Stock and vested warrants to purchase
4,796,158 Shares of Common Stock. Dr. Hsiao disclaims beneficial
ownership of the Shares of Common Stock and warrants held by The
Frost Group, LLC, except to the extent of any pecuniary interest
therein.
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.
See Item 4 regarding the Stock Purchase Agreement, Second
Stock Purchase Agreement and the Psilos 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.
Item 7. Materials to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement, dated as of February 14, 2008, by and
among the Reporting Persons
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CUSIP NO. 301610101 13D Page 8 of 9
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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
/s/ Jane Hsiao, Ph.D.
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Dr. Jane Hsiao, Ph.D.
February 14, 2008 The Chiin Hsiung Hsiao Family Trust A
/s/ Jane Hsiao, Ph.D.
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Dr. Jane Hsiao, Ph.D., as trustee
February 14, 2008 The Chiin Hsiung Hsiao Family Trust B
/s/ Jane Hsiao, Ph.D.
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Dr. Jane Hsiao, Ph.D., as trustee
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CUSIP NO. 301610101 13D Page 9 of 9
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JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on Schedule 13D with respect to
the Common Stock of Opko Health, Inc. of even date herewith is, and any
amendments thereto signed by each of the undersigned shall be, filed on behalf
of each the undersigned pursuant to and in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
February 14, 2008
/s/ Jane Hsiao, Ph.D.
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Dr. Jane Hsiao, Ph.D.
February 14, 2008 The Chiin Hsiung Hsiao Family Trust A
/s/ Jane Hsiao, Ph.D.
-------------------------------------
Dr. Jane Hsiao, Ph.D., as trustee
February 14, 2008 The Chiin Hsiung Hsiao Family Trust B
/s/ Jane Hsiao, Ph.D.
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Dr. Jane Hsiao, Ph.D., as trustee