UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. ___)*
BioScrip, Inc.
Common Stock, $.0001 par value
(Title of Class of Securities)
09069N108
Barry A. Posner
Executive Vice President, Secretary and General Counsel
BioScrip, Inc.
100 Clearbrook Road,
Elmsford NY 10523
914-460-1600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Cc:
E. William Bates, II
King & Spalding LLP
1185 Avenue of the Americas
New York, NY 10036
(212) 556-2100
January 24, 2010
(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.
(Continued on following pages)
(Page 1
of 15 Pages)
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*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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 (the 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.
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09069N108
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13D
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Page
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2
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of
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15
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1
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NAMES OF REPORTING PERSONS
Richard H. Friedman
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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)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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00
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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2,411,944
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,329,499*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,411,944
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,329,499*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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þ
**
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.9%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*
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See discussion in Items 4 and 5 of this Statement on Schedule 13D. As more fully described in the responses to Items 4 and 5 of this Statement on Schedule 13D, beneficial ownership of the above referenced shares of Common Stock is being reported hereunder solely because the Reporting Persons and certain other beneficial owners of Common Stock named herein may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described below.
Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as set forth herein, it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.
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See footnotes 1 - 4 in Item 5 (a) - (b).
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CUSIP No.
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09069N108
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13D
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Page
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3
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of
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15
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1
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NAMES OF REPORTING PERSONS
Richard M. Smith
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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)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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00
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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155,000
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,329,499*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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155,000
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,329,499*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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þ
**
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.9%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*
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See discussion in Items 4 and 5 of this Statement on Schedule 13D. As more fully described in the responses to Items 4 and 5 of this Statement on Schedule 13D, beneficial ownership of the above referenced shares of Common Stock is being reported hereunder solely because the Reporting Persons and certain other beneficial owners of Common Stock named herein may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described below.
Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as set forth herein, it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.
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**
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See footnotes 1 - 4 in Item 5 (a) - (b).
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CUSIP No.
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09069N108
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13D
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Page
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4
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of
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15
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1
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NAMES OF REPORTING PERSONS
Barry A. Posner
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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)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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00
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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384,388
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,329,499*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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384,388
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,329,499*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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þ
**
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.9%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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See discussion in Items 4 and 5 of this Statement on Schedule 13D. As more fully described in the responses to Items 4 and 5 of this Statement on Schedule 13D, beneficial ownership of the above referenced shares of Common Stock is being reported hereunder solely because the Reporting Persons and certain other beneficial owners of Common Stock named herein may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described below.
Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as set forth herein, it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.
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**
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See footnotes 1 - 4 in Item 5 (a) - (b).
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CUSIP No.
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09069N108
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13D
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Page
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5
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of
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15
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1
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NAMES OF REPORTING PERSONS
Stanley G. Rosenbaum
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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)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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00
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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378,167
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,329,499*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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378,167
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,329,499*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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þ
**
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.9%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*
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See discussion in Items 4 and 5 of this Statement on Schedule 13D. As more fully described in the responses to Items 4 and 5 of this Statement on Schedule 13D, beneficial ownership of the above referenced shares of Common Stock is being reported hereunder solely because the Reporting Persons and certain other beneficial owners of Common Stock named herein may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described below.
Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as set forth herein, it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.
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**
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See footnotes 1 - 4 in Item 5 (a) - (b).
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CUSIP No. 09069N108
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13D
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Page 6 of 15
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Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the Common Stock, par value
$.0001 per share (the Common Stock) of BioScrip, Inc., a Delaware corporation (the Issuer).
The address of the Issuers principal executive offices is 100 Clearbrook Road, Elmsford NY 10523.
Item 2. Identity and Background.
(a) - (c) and (f) This Schedule 13D is being filed on behalf of Richard H. Friedman, Richard M.
Smith, Barry A. Posner and Stanley G. Rosenbaum (together, the Reporting Persons).
Richard H. Friedman is Chief Executive Officer and Chairman of the Board of Directors of the
Issuer. His business address is 100 Clearbrook Road, Elmsford NY 10523. He is a citizen of the
United States of America.
Richard M. Smith is President and Chief Operating Officer of the Issuer. His business address is
100 Clearbrook Road, Elmsford NY 10523. He is a citizen of the United States of America.
Barry A. Posner is Executive Vice President, Secretary and General Counsel of the Issuer. His
business address is 100 Clearbrook Road, Elmsford NY 10523. He is a citizen of the United States of
America.
Stanley G. Rosenbaum is Executive Vice President, Chief Financial Officer and Treasurer of the
Issuer. His business address is 100 Clearbrook Road, Elmsford NY 10523. He is a citizen of the
United States of America.
(d) - (e) During the last five years, none of the Reporting Persons (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)
been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining the
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CUSIP No. 09069N108
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13D
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Page 7 of 15
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person from future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On January 24, 2010, the Reporting Persons, Critical Homecare Solutions Holdings, Inc., a
Delaware corporation (CHS), and Kohlberg Investors V, L.P., a Delaware limited partnership (the
Stockholders Representative), entered into a common stock voting agreement (the Voting
Agreement) with respect to the shares of Common Stock beneficially owned by the Reporting Persons.
The Reporting Persons did not pay any monetary consideration to the Issuer in connection with
the execution and delivery of the Voting Agreement. For a description of the Voting Agreement, see
Item 4 below, which description is incorporated by reference in the response to this Item 3.
The Voting Agreement is filed as Exhibit 99.2 and is incorporated herein by reference.
Item 4. Purpose of Transaction.
(a) - (j)
Voting Agreement
The Voting Agreement was entered into as a condition to the willingness of CHS and the
Stockholders Representative to enter into the agreement and plan of merger (the Merger
Agreement) by and among the Issuer, Camelot Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of the Issuer (the Merger Sub), CHS, the Stockholders Representative, Kohlberg
Partners V, L.P., a Delaware limited partnership, Kohlberg Offshore Investors V, L.P., a Delaware
limited partnership, Kohlberg TE Investors V, L.P., a Delaware limited partnership, KOCO Investors
V, L.P., a Delaware limited partnership, Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan,
Blackstone Mezzanine Partners II L.P., a Delaware limited partnership, Blackstone Mezzanine
Holdings II L.P., a Delaware limited partnership, and S.A.C. Domestic Capital Funding, Ltd., a
Cayman Islands limited company (collectively, including the Stockholders Representative, the
Target Stockholders). Pursuant to the Voting Agreement, each of the Reporting Persons agreed
that:
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at any time that the Issuer conducts a meeting of, or otherwise seeks a vote or consent of,
the holders of the Common Stock for the purpose of approving and adopting the Merger (as
defined below), the other transactions contemplated by the Merger Agreement and the actions
required in furtherance thereof, such Reporting Person will vote, or provide a consent with
respect to, the shares of Common Stock owned by such Reporting Person:
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o
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in favor of the Merger, the other transactions contemplated by the
Merger Agreement and the actions required in furtherance thereof, which includes
the
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CUSIP No. 09069N108
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13D
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Page 8 of 15
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issuance of Common Stock and Warrants (as defined below) in connection with the
Merger; and
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o
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against any action or agreement that would compete with, impede, delay
or interfere with the approval of the Merger and the other transactions
contemplated by the Merger Agreement; and
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that at the first annual meeting of the holders of Common Stock following the closing of
the Merger for the purpose of the election of directors to the Board of Directors of the
Issuer, such Reporting Person will vote the shares of Common Stock owned by such Reporting
Person in favor of each of the two individuals designated by the Stockholders Representative
pursuant to the terms of the stockholders agreement, dated as of January 24, 2010, by and
among the Issuer, the Target Stockholders and Colleen Lederer.
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The Reporting Persons have agreed not to transfer any shares of Common Stock so long as the Voting
Agreement is in effect, except as permitted under the Voting Agreement. The Voting Agreement will
terminate upon the earliest to occur of (a) the completion of the first annual meeting of the
holders of Common Stock following the closing of the Merger and (b) the termination of the Merger
Agreement in accordance with its terms.
Merger Agreement
The Merger Agreement provides that, upon the terms and subject to the conditions set forth in
the Merger Agreement, at the effective time of the Merger (the Effective Time), CHS will be
merged with and into Merger Sub (the Merger). As a result of the Merger, the separate corporate
existence of the CHS will cease and Merger Sub will continue as the surviving corporation of the
Merger and a wholly owned subsidiary of the Issuer. In connection with the Merger, pursuant to the
terms of the Merger Agreement, the Issuer is paying a total purchase price of $343,200,000 for the
acquisition of CHS as follows:
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Cash of $110,000,000 (which will be subject to increase if net indebtedness of CHS at the
Effective Time is less than $132,000,000 and decrease if net indebtedness of CHS at the
Effective Time is greater than $132,000,000);
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the repayment of net indebtedness of CHS (approximately $132,000,000 at December 31, 2009,
subject to adjustment as described above);
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approximately 12,655,600 shares of Common Stock having an aggregate value of $98,966,792
based on the Issuers closing stock price of $7.82 on January 22, 2010, the last trading day
prior to execution of the Merger Agreement (which will be subject to increase if net indebtedness of CHS at the Effective
Time is less than $132,000,000), and assuming that no Options have been exercised
between the date of the Merger Agreement and the closing of the Merger and that CHSs expenses
in connection with the Merger are $10,000,000 and the net indebtedness
is $132,000,0000; and
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CUSIP No. 09069N108
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13D
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Page 9 of 15
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warrants representing the right to purchase, in the aggregate, 3,400,945 shares of Common
Stock, having a $10.00 per share strike price and a five year term (the Warrants).
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The Issuer will assume and adopt the Critical Homecare Solutions Holdings, Inc. 2006 Equity
Incentive Plan, as amended (the Stock Option Plan), at the closing of the Merger. With respect to
the right to purchase the shares of common stock, $0.001 par value, of CHS under the Stock Option
Plan (the Options) held by the top five executives of CHS, approximately 35% of such Options will
convert into options exercisable for Common Stock under the Stock Option Plan assumed by the Issuer
at the closing of the Merger, and all remaining Options will be cashed out at the Effective Time.
The Merger and the other transactions contemplated by the Merger Agreement are subject to
various closing conditions, including approval by the Issuers stockholders of the issuance of
Common Stock and Warrants in connection with the Merger Agreement, the accuracy of representations
and warranties and compliance with covenants, receipt of tax opinions with respect to the tax-free
nature of the transaction, receipt of regulatory approvals and receipt of financing and other
customary closing conditions. In addition, a condition to CHSs obligation to close is that the
closing sales price of Common Stock for the ten trading days immediately before the scheduled
closing date not be less than $5.2151. The Company has entered into a commitment letter with
Jefferies Finance LLC with respect to the financing of the transactions contemplated by the Merger
Agreement. The Merger is expected to close on or about March 31, 2010.
The Issuer will call and hold a special meeting of the stockholders as promptly as practicable
to approve and adopt the issuance of Common Stock and Warrants.
Shares of Common Stock totaling 2,696,516 will be deposited into escrow and will be available
to satisfy any indemnity to the Issuer (the Escrow Fund). The representations and warranties of
the Target Stockholders, CHS and the Issuer will survive for 18 months following the closing date
of the Merger, except that specified representations and warranties, including organization, due
authority, capitalization and broker fees (the Specified Representations), will survive for their
applicable statute of limitations. The tax indemnity (which includes CHSs and its subsidiaries
taxes due for any taxable period ending on or before the closing date of the Merger (the
Pre-Closing Taxes)) will also survive for the applicable statute of limitations. The Issuer will
be indemnified for losses related to, among other things, (i) breaches of the representations and
warranties of CHS and Target Stockholders; (ii) breaches of covenants and agreements of CHS and
Target Stockholders; and (iii) the Pre-Closing Taxes. Except with respect to the Specified
Representations and the tax indemnity, among other things, the indemnity is subject to a deductible
of $1,500,000 for aggregate losses. Except for the Specified Representations, Pre-Closing Taxes,
intentional or willful breaches by CHS, and any breaches by
the Target Stockholders of any covenants made by CHS or Target Stockholders in the Merger
Agreement, the indemnity losses will be recoverable solely from the Escrow Fund.
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CUSIP No. 09069N108
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13D
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Page 10 of 15
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The Merger Agreement may be terminated on or prior to the Effective Time by, among other
things: (i) mutual written consent of the Issuer and Kohlberg; (ii) either the Issuer or Kohlberg
if the closing date has not occurred on or before June 30, 2010; or (iii) the Stockholders
Representative or the Issuer if the Common Stock and Warrants issuance proposal has been submitted
to the Issuer stockholders for adoption by written consent or at a duly convened special meeting of
stockholders (or adjournment or postponement thereof) and the approval of the Issuer stockholders
was not obtained.
Item 5. Interest in Securities of the Issuer.
(a) - (b) As of the filing date of this Statement on Schedule 13D, as a result of the Voting
Agreement, each Reporting Person may be deemed to have beneficial ownership (within the meaning of
Rule 13d-3 under the Act) and shared power to vote or direct the vote of up to the following:
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Shared
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Sole
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power to
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Percent of shares of
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Sole
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Shared
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power to
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dispose of
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Common
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power to
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power to
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dispose or
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or
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Shares of
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Stock outstanding
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vote or
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vote or
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direct the
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direct the
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Reporting
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Common
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pursuant to Rule
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direct
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direct
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disposition
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disposition
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Person
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Stock
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13d-3(d)(1)
(5)
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the vote
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the vote
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of
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of
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Richard H. Friedman
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2,411,944
(1)
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5.8%
(1)
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2,411,944
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3,329,499
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2,411,941
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0
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Richard M. Smith
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155,000
(2)
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0.4%
(2)
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155,000
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3,329,499
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155,000
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0
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Barry A. Posner
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384,388
(3)
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0.9%
(3)
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384,388
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3,329,499
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384,388
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0
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Stanley G. Rosenbaum
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378,167
(4)
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0.9%
(4)
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378,167
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3,329,499
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378,167
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0
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(1)
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Includes 1,395,865 shares issuable upon exercise of the vested portion of options held by
Mr. Friedman. Excludes 225,000 shares subject to the unvested portion of options held by Mr.
Friedman. Includes 250,000 shares of Common Stock owned by the Richard H. Friedman Grantor
Retained Annuity Trust, of which Mr. Friedman is the trustee.
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(2)
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Includes 35,000 shares issuable upon exercise of the vested portion of options held by Mr.
Smith. Excludes 70,000 shares subject to the unvested portion of options held by Mr. Smith.
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(3)
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Includes 334,262 shares issuable upon exercise of the vested portion of options held by
Mr. Posner. Excludes 133,750 shares subject to the unvested portion of options held by Mr. Posner.
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(4)
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Includes 193,410 shares issuable upon exercise of the vested portion of options held by
Mr. Rosenbaum. Excludes 146,874 shares subject to the unvested portion of options held by Mr.
Rosenbaum.
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(5)
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Based on 40,420,776 shares of Common Stock outstanding as of January 29, 2010.
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CUSIP No. 09069N108
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13D
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Page 11 of 15
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In addition to the beneficial ownership of the Reporting Persons described herein, the Target
Stockholders, as a result of the Voting Agreement, may be deemed to have beneficial ownership
(within the meaning of Rule 13d-3 under the Act) and shared power to vote or direct the vote of
3,329,499 shares of Company Stock.
(c) On December 8, 2009, Mr. Friedman, pursuant to a Rule 10b5-1 trading plan, exercised an
option for 20,000 shares of Common Stock and sold those shares in the open market. The exercise
price for this option was $5.80 and the sale price of the shares of
Common Stock that were subject to this option was $8.0454. Except as set forth
in this Item 5, the Reporting Persons have not effected any transactions in the Common Stock during
the past 60 days.
(d) - (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth, or incorporated by reference in, Items 3 through 5 is hereby
incorporated by reference.
Below is a table setting forth the options grants to purchase Common Stock held by each of the
Reporting Persons.
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Shares
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Exercisable
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within 60
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Shares
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days of
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Exercise
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Name
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Option Date
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Plan
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Outstanding
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2/2/2010
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Price
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Friedman, Richard
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11/28/2001
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2001 Incentive Stock Plan
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200,000
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200,000
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$12.20
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1/2/2002
|
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2001 Incentive Stock Plan
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200,000
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200,000
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$17.80
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1/2/2003
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2001 Incentive Stock Plan
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91,698
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91,698
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$ 5.80
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1/2/2004
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2001 Incentive Stock Plan
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200,000
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200,000
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$ 7.03
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1/3/2005
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2001 Incentive Stock Plan
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200,000
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200,000
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$ 6.36
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1/3/2006
|
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2001 Incentive Stock Plan
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200,000
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200,000
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$ 7.54
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1/2/2007
|
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2001 Incentive Stock Plan
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66,667
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66,667
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$ 3.46
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CUSIP No. 09069N108
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13D
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Page 12 of 15
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Shares
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Exercisable
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within 60
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Shares
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days of
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Exercise
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Name
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Option Date
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Plan
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Outstanding
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2/2/2010
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Price
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1/2/2008
|
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2001 Incentive Stock Plan
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130,000
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130,000
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$ 7.70
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1/2/2008
|
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2001 Incentive Stock Plan
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70,000
|
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70,000
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$ 7.70
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4/29/2008
|
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2008 Equity Incentive Plan
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112,500
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37,500
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$ 6.52
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4/28/2009
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2008 Equity Incentive Plan
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150,000
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0
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$ 2.73
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Smith, Richard M.
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1/2/2009
|
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2008 Equity Incentive Plan
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105,000
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35,000
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$ 2.27
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Posner, Barry A.
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11/28/2001
|
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2001 Incentive Stock Plan
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70,000
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70,000
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$12.20
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9/24/2003
|
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2001 Incentive Stock Plan
|
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75,000
|
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75,000
|
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$ 7.95
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7/1/2005
|
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2001 Incentive Stock Plan
|
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13,800
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13,800
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$ 6.00
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11/1/2006
|
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2001 Incentive Stock Plan
|
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158,587
|
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158,587
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$ 2.47
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4/29/2008
|
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2008 Equity Incentive Plan
|
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50,625
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16,875
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$ 6.52
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4/28/2009
|
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2008 Equity Incentive Plan
|
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100,000
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0
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$ 2.73
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Rosenbaum, Stanley
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11/1/2006
|
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2001 Incentive Stock Plan
|
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169,972
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169,972
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$ 2.47
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4/29/2008
|
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2008 Equity Incentive Plan
|
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70,312
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23,438
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$ 6.52
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4/30/2008
|
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2008 Equity Incentive Plan
|
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100,000
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0
|
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$ 2.73
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CUSIP No. 09069N108
|
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13D
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Page 13 of 15
|
Item 7. Material to be filed as Exhibits.
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Exhibit No.
|
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Description
|
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|
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99.1
|
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Agreement and Plan of Merger, dated as of January 24, 2010, by and among
BioScrip, Inc., Camelot Acquisition Corp., Critical Homecare Solutions
Holdings, Inc., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg
Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V,
L.P., Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer,
Blackstone Mezzanine Partners II L.P., Blackstone Mezzanine Holdings II L.P.,
and S.A.C. Domestic Capital Funding, Ltd. (incorporated herein by reference to
Exhibit 2.1 of BioScrip Inc.s Current Report on Form 8-K filed January 27,
2010).
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99.2
|
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Voting Agreement, dated as of January 24, 2010, by and among Critical Homecare
Solutions Holdings, Inc., Kohlberg Investors V, L.P., Richard H. Friedman,
Barry A. Posner, Richard M. Smith and Stanley G. Rosenbaum (incorporated herein
by reference to Exhibit 10.2 of BioScrip Inc.s Current Report on Form 8-K
filed January 27, 2010).
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99.3
|
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Amended and Restated 2001 Incentive Stock Plan (incorporated herein by
reference to BioScrip Inc.s definitive proxy statement for its 2003 annual
meeting of stockholders filed April 30, 2003).
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99.4
|
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2008 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of
BioScrip Inc.s Registration Statement on Form S-8 filed May 16, 2008).
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99.5
|
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Form of Option Agreement for the Amended and Restated 2001 Incentive Stock Plan.
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99.6
|
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Form of Stock Option Agreement under the 2008 Equity Incentive Plan
(incorporated herein by reference to Exhibit 99.2 of BioScrip Inc.s
Registration Statement on Form S-8 filed May 16, 2008).
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99.7
|
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Joint Filing Agreement, dated February 3, 2010, by and among Richard H.
Friedman, Richard M. Smith, Barry A. Posner and Stanley G. Rosenbaum.
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CUSIP No. 09069N108
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13D
|
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Page 14 of 15
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned parties
certify that the information set forth in this statement is true, complete and correct.
Dated: February 3, 2010
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/s/ Richard H. Friedman
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Richard H. Friedman
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/s/ Richard M. Smith
|
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Richard M. Smith
|
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|
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/s/ Barry A. Posner
|
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Barry A. Posner
|
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|
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/s/ Stanley G. Rosenbaum
|
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Stanley G. Rosenbaum
|
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CUSIP No. 09069N108
|
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13D
|
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Page 15 of 15
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EXHIBIT INDEX
|
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Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Agreement and Plan of Merger, dated as of January 24, 2010, by and among
BioScrip, Inc., Camelot Acquisition Corp., Critical Homecare Solutions
Holdings, Inc., Kohlberg Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg
Offshore Investors V, L.P., Kohlberg TE Investors V, L.P., KOCO Investors V,
L.P., Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer,
Blackstone Mezzanine Partners II L.P., Blackstone Mezzanine Holdings II L.P.,
and S.A.C. Domestic Capital Funding, Ltd. (incorporated herein by reference to
Exhibit 2.1 of BioScrip Inc.s Current Report on Form 8-K filed January 27,
2010).
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99.2
|
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Voting Agreement, dated as of January 24, 2010, by and among Critical Homecare
Solutions Holdings, Inc., Kohlberg Investors V, L.P., Richard H. Friedman,
Barry A. Posner, Richard M. Smith and Stanley G. Rosenbaum (incorporated herein
by reference to Exhibit 10.2 of BioScrip Inc.s Current Report on Form 8-K
filed January 27, 2010).
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99.3
|
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Amended and Restated 2001 Incentive Stock Plan (incorporated herein by
reference to BioScrip Inc.s definitive proxy statement for its 2003 annual
meeting of stockholders filed April 30, 2003).
|
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99.4
|
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2008 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of
BioScrip Inc.s Registration Statement on Form S-8 filed May 16, 2008).
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99.5
|
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Form of Option Agreement for the Amended and Restated 2001 Incentive Stock Plan.
|
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99.6
|
|
Form of Stock Option Agreement under the 2008 Equity Incentive Plan
(incorporated herein by reference to Exhibit 99.2 of BioScrip Inc.s
Registration Statement on Form S-8 filed May 16, 2008).
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99.7
|
|
Joint Filing Agreement, dated February 3, 2010, by and among Richard H.
Friedman, Richard M. Smith, Barry A. Posner and Stanley G. Rosenbaum.
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