SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 10)*
MEDPRO SAFETY PRODUCTS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
58504M100
(CUSIP Number)
Vision Capital Advisors, LLC
20 West 55th Street, 5th Floor
New York, NY 10019
Attention: James Murray
Tel: 212.849.8237
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 2013
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SeeRule 13d-7(b) 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 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 theNotes.)
CUSIP No.: 58504M100
NAME OF REPORTING PERSON
| 1. | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
Adam Benowitz
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)o
(b)o
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - 32,291,594*
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 32,291,594* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
32,291,594*
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
74.7%*
| 14 | TYPE OF REPORTING PERSON |
IN
* As of May 21, 2013 (the date of filing of this Schedule 13D/A).
CUSIP No.: 58504M100
NAME OF REPORTING PERSON
| 1. | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
Carl Kleidman
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)o
(b)o
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER - 100,000*
8 SHARED VOTING POWER - 0
9 SOLE DISPOSITIVE POWER - 100,000*
10 SHARED DISPOSITIVE POWER - 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
100,000*
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0.3%*
| 14 | TYPE OF REPORTING PERSON |
IN
* As of May 21, 2013 (the date of filing of this Schedule 13D/A).
CUSIP No.: 58504M100
NAME OF REPORTING PERSON
| 1. | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
Andrew Merkatz
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)o
(b)o
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
N/A
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - 0
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0.0%*
| 14 | TYPE OF REPORTING PERSON |
IN
* All numbers are as of May 21, 2013 (the date of filing of this Schedule 13D/A).
CUSIP No.: 58504M100
| 1 | NAME OF REPORTING PERSON |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vision Capital Advisors, LLC
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)o
(b)o
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - 32,291,594*
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 32,291,594* |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
32,291,594*
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
74.7 %*
| 14 | TYPE OF REPORTING PERSON |
IA
* As of May 21, 2013 (the date of filing of this Schedule 13D/A).
CUSIP No.: 58504M100
| 1 | NAME OF REPORTING PERSON |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vision Opportunity Master Fund, Ltd.
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)o
(b)o
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Cayman Islands
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - See Item 5
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - See Item 5 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
See Item 5
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
See Item 5
| 14 | TYPE OF REPORTING PERSON |
CO
CUSIP No.: 58504M100
NAME OF REPORTING PERSON
| 1. | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
Vision Capital Advantage Fund, L.P.
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)o
(b)o
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - See Item 5
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - See Item 5 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
See Item 5
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
See Item 5
| 14 | TYPE OF REPORTING PERSON |
PN
CUSIP No.: 58504M100
NAME OF REPORTING PERSON
| 1. | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
VCAF GP, LLC
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)o
(b)o
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - See Item 5
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - See Item 5 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
See Item 5
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
See Item 5
| 14 | TYPE OF REPORTING PERSON |
OO
EXPLANATORY NOTE
This Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) is being filed with respect to the beneficial ownership of common stock, par value $0.001 per share (the “Common Stock”), of MedPro Safety Products, Inc., a Delaware corporation (the “Company” or the “Issuer”). This Amendment No. 10 supplements Items 3 and 4, and amends and restates in its entirety Item 5, of the Schedule 13D originally filed on August 13, 2010 (as amended to date).
ITEM 3. Source and Amount of Funds or Other Consideration
The funds used to acquire the securities described in Item 4 of this Amendment No. 10 were from working capital of the Master Fund, and the amount of funds totaled in the aggregate $100,000.
ITEM 4. Purpose of Transaction.
May 8, 2013 Drawdown of Series D Senior Secured Promissory Note
On May 8, 2013, the Issuer drew down $100,000 from the Series D Note with the Master Fund. The Master Fund received 2,250 shares of Series D Preferred Stock in connection with this drawdown (currently convertible into 37,500 shares of Common Stock).
ITEM 5. Interest in Securities of the Issuer.
(a) As of May 21, 2013 (the date of filing of this Schedule 13D/A), the Master Fund and VCAF, collectively, (i) own 23,630,016 shares of Common Stock, (ii) have the ability to acquire an additional 8,661,578 shares of Common Stock through the exercise or conversion of derivative securities and (iii) thus beneficially own 32,291,594 shares of Common Stock, representing 74.7% of all of the Issuer’s outstanding Common Stock. The Investment Manager and Mr. Benowitz (and the General Partner with respect to the shares of Common Stock owned by VCAF) may each be deemed to beneficially own the shares of Common Stock beneficially owned by the Master Fund and VCAF. Each disclaims beneficial ownership of such shares.
As of May 21, 2013 (the date of filing of this Schedule 13D/A), Mr. Kleidman has the ability to acquire 100,000 shares of Common Stock through the exercise or conversion of derivative securities and thus beneficially owns 100,000 shares of Common Stock, representing 0.3% of all of the Issuer’s outstanding Common Stock.
As of May 21, 2013 (the date of filing of this Schedule 13D/A), Mr. Merkatz does not beneficially own any shares of Common Stock.
The foregoing is based on 34,540,878 shares of Common Stock outstanding as of May 14, 2013, as reported on the Issuer’s Form 10-Q for the fiscal quarter ended March 31, 2013, filed with the SEC on May 15, 2013.
(b) The Reporting Persons (other than Messrs. Kleidman and Merkatz) have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 32,291,594 shares of Common Stock reported herein.
Mr. Kleidman has sole power to vote or direct the vote of and to dispose or direct the disposition of the 100,000shares of Common Stock reported herein.
(c) Other than as described in Item 4 (as supplemented by this Amendment No. 10), no transactions in the Common Stock have been effected by the Reporting Persons in the last sixty (60) days.
(d) Not applicable.
(e) Not applicable.
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.
Dated: May 21, 2013
ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. VISION CAPITAL ADVANTAGE FUND, L.P. VCAF GP, LLC
| |
| By: /s/ Adam Benowitz | |
| Adam Benowitz, for himself, as Managing Member of the Investment Manager, as a Director of the Master Fund, and as authorized signatory of the General Partner (for itself and VCAF) | |
| /s/ Carl Kleidman | |
| Carl Kleidman | |
| /s/Andrew Merkatz | |
| Andrew Merkatz |
