SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(b), (c) AND (d)
PAINCARE HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
69562E104
(CUSIP Number)
October 2, 2007
(Date of event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
(Page 1 of 7 Pages)
Page 2 of 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer Investment, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
Bermuda
--------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 7,087,008
OWNED BY --------------------------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING
PERSON None.
|
WITH --------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
7,087,008
8. SHARED DISPOSITIVE POWER
None.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,087,008
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.01% (1)
12. TYPE OF REPORTING PERSON:
OO
(1) The ownership percentage of the Reporting Person is based on 78,643,162
shares of Common Stock issued and outstanding as of November 9, 2007 which
includes (a) 67,532,050 shares of Common Stock issued and outstanding as
of August 23, 2007 as stated in the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2007 and filed on August 28, 2007 and
(b) an additional 11,111,112 shares of Common Stock issued by the Company
on October 2, 2007 as stated in the Company's Form 8-K filed on October 4,
2007.
Page 3 of 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer Capital, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
Bermuda
--------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 7,087,008
OWNED BY --------------------------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING
PERSON None.
|
WITH --------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
7,087,008
8. SHARED DISPOSITIVE POWER
None.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,087,008
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.01% (1)
12. TYPE OF REPORTING PERSON:
OO
(1) The ownership percentage of the Reporting Person is based on 78,643,162
shares of Common Stock issued and outstanding as of November 9, 2007 which
includes (a) 67,532,050 shares of Common Stock issued and outstanding as
of August 23, 2007 as stated in the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2007 and filed on August 28, 2007 and
(b) an additional 11,111,112 shares of Common Stock issued by the Company
on October 2, 2007 as stated in the Company's Form 8-K filed on October 4,
2007.
Page 4 of 7
Item 1(a). Name of Issuer.
Paincare Holdings, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices.
22 SHELTER ROCK LANE
DANBURY CT 06810
Item 2(a). Names of Persons Filing.
Midsummer Investment, Ltd. ("Midsummer Investment")
Midsummer Capital, LLC ("Midsummer Capital")
Item 2(b). Address of Principal Business Office, or if none, Residence.
As to Midsummer Investment:
Midsummer Investment, Ltd
c/o Midsummer Capital, LLC
295 Madison Avenue, 38th Floor
New York, New York 10017
As to Midsummer Capital:
295 Madison Avenue, 38th Floor
New York, NY 10017
Item 2(c). Citizenship.
As to Midsummer Investment: Bermuda
As to Midsummer Capital: New York
Item 2(d). Title of Class of Securities.
Common stock, par value $0.0001 per share (the "Common Stock")
Item 2(e). CUSIP Number.
69562E104
Page 5 of 7
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
Midsummer Investment beneficially owns 7,087,008 shares of
Common Stock as of the date hereof. The 7,087,008 shares of Common
Stock beneficially owned by Midsummer Investment include only actual
shares of Common Stock. Additionally, Midsummer Investment holds a
Common Stock Purchase Warrant issued on October 2, 2007 originally
exercisable after April 2, 2008, the six month anniversary of the
issuance date of such warrant, into 5,555,556 shares of Common
Stock. However, the aggregate number of shares of Common Stock into
which such warrants are exercisable, and which Midsummer Investment
has the right to acquire beneficial ownership, is limited to the
number of shares of Common Stock that, together with all other
shares of Common Stock beneficially owned by Midsummer Investment,
including the shares of Common Stock subject to this Schedule 13G,
does not exceed 4.99% of the total outstanding shares of Common
Stock. Accordingly, such warrants are not currently exercisable into
Common Stock unless and until the actual shares of Common Stock held
by any of Midsummer Investment or Midsummer Capital is less than
4.99% of the total outstanding shares of Common Stock.
Midsummer Capital serves as general partner and principal
investment manager to Midsummer Investment, and as such has been
granted investment discretion over Midsummer Investment's
investments, including the investment in the Common Stock. As a
result of its role as general partner and principal investment
manager to Midsummer Investment, Midsummer Capital may be deemed to
be the beneficial owner, as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of
the Common Stock held by Midsummer Investment. However, Midsummer
Capital does not have the right to receive dividends from, or the
proceeds from the sale of, the Common Stock held by Midsummer
Investment and disclaims any beneficial ownership of the shares of
Common Stock.
Accordingly, for the purpose of this Statement:
(a) Amount beneficially owned by Midsummer Investment: 7,087,008
shares of Common Stock of the Issuer.
(b) Percent of Class: Midsummer Investment beneficially owns 9.01%
of the Issuer's issued and outstanding Common Stock (based on
78,643,162 shares of Common Stock issued and outstanding as of
November 9, 2007 which includes (a) 67,532,050 shares of
Common Stock issued and outstanding as of August 23, 2007 as
stated in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2007 and filed on August 28, 2007 and
(b) an additional 11,111,112 shares of Common Stock issued by
the Company on October 2, 2007 as stated in the Company's Form
8-K filed on October 4, 2007).
Page 6 of 7
(c) Number of shares as to which Midsummer Investment has:
(i) Sole power to direct the vote: 7,087,008 shares of
Common Stock of the Issuer.
(ii) Shared power to vote or to direct the vote: None.
(iii) Sole power to dispose or direct the disposition of the
Common Stock: 7,087,008 shares of Common Stock of the
Issuer.
(iv) Shared power to dispose or direct the disposition of the
Common Stock: None.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction which
could have that purpose or effect.
Page 7 of 7
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.
Date: November 9, 2007
MIDSUMMER INVESTMENT, LTD.
By: MIDSUMMER CAPITAL, LLC, its investment manager
By: /s/ Scott D. Kaufman
------------------------------
Name: Scott D. Kaufman
Title:
|
MIDSUMMER CAPITAL, LLC
By: /s/ Scott D. Kaufman
------------------------------
Name: Scott D. Kaufman
Title:
|
Exhibit Index
99.1 Joint Filing Agreement
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