UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Dynacq Healthcare, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
26779V105
(CUSIP Number)
Bert Chan
3836 Oberlin St.
Houston, Texas 77005
(713) 875-3795
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 2012
(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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 26779V105 |
| (1) | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)
Eric K. Chan | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x
(b) ¨ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power
199,811 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
199,811 | |||||
| (10) | Shared dispositive power
0 | |||||
(11) | Aggregate amount beneficially owned by each reporting person
199,811 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
1.4% | |||||
(14) | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 26779V105 |
| (1) | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)
Bert Chan | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x
(b) ¨ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power
218,962 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
218,962 | |||||
| (10) | Shared dispositive power
0 | |||||
(11) | Aggregate amount beneficially owned by each reporting person
218,962 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
1.5% | |||||
(14) | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 26779V105 |
| (1) | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)
Philip S. Chan | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x
(b) ¨ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
PF | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power
420,744 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
420,744 | |||||
| (10) | Shared dispositive power
0 | |||||
(11) | Aggregate amount beneficially owned by each reporting person
420,744 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
2.9% | |||||
(14) | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 26779V105 |
| (1) | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)
Chan Chang Chin Ying | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x
(b) ¨ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
PF | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Hong Kong | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power
719,643 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
719,643 | |||||
| (10) | Shared dispositive power
0 | |||||
(11) | Aggregate amount beneficially owned by each reporting person
719,643 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
4.9% | |||||
(14) | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 26779V105 |
| (1) | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)
Edward K.Chiu | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) x
(b) ¨ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
PF | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power
190,000 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
190,000 | |||||
| (10) | Shared dispositive power
0 | |||||
(11) | Aggregate amount beneficially owned by each reporting person
190,000 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
1.3% | |||||
(14) | Type of reporting person (see instructions)
IN | |||||
This Amendment No. 1 to Schedule 13D (this “Amendment”) is filed as the first amendment to the statement on Schedule 13D filed on September 12, 2012 (the “Statement”) by Eric K. Chan, Bert Chan, Philip S. Chan, Chan Chang Chin Ying and Edward K. Chiu (collectively, the “Reporting Persons”). This Amendment is being filed to update and amend and restate the disclosure in Items 4, 5 and 6 of the Statement . This Amendment and the Statement relate to the common stock, par value $0.001 per share (“Common Stock”), of Dynacq Healthcare, Inc., a Nevada corporation (the “Company”).
Item 4. Purpose of Transaction.
Eric K. Chan acquired his 199,811 shares of Common Stock in July 1992 for investment purposes.
Bert Chan acquired his 218,962 shares of Common Stock in July 1992 for investment purposes.
Philip S. Chan acquired 320,744 shares of Common Stock in July 1992 for investment purposes. In June 2007, Philip S. Chan acquired options to acquire 100,000 shares of Common Stock, which are currently exercisable as an award under a Company equity incentive plan.
Chan Chang Chin Ying acquired her 719,643 shares of Common Stock in July 1992 for investment purposes.
Edward K. Chiu acquired his 190,000 shares of Common Stock in November 1999 for investment purposes.
The Reporting Persons together with Ella Y. T. C. Chan and the Estate of Chiu M. Chan (collectively, the “Other Group Members”) may constitute a group under the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. On September 24, 2012, each of the Reporting Persons and the Other Group Members delivered to the Company a written consent voting certain shares of Common Stock held by such Reporting Person or Group Member in favor of the removal of Ping S. Chu, James G. Gerace and Stephen L. Huber as directors of the Company. On September 24, 2012, the Company filed a preliminary information statement on Schedule 14C relating to this stockholder action.
Nothing contained in this Schedule 13D shall be construed as an admission that any of the Reporting Persons is the beneficial owner of any other Reporting Persons’ or Other Group Members’ Common Stock and each Reporting Person expressly disclaims the beneficial ownership of the Common Stock owned by the other Reporting Persons and the Other Group Members.
Except as disclosed in this Item 4, none of the Reporting Persons have any other current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to its investments in the Company as deemed appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Company, or to formulate other purposes, plans or proposals in the future depending on market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
All information relating to percentage ownership of the Company’s Common Stock set forth in this Statement is as of the date hereof, based upon the 14,543,626 shares of Common Stock reported by the Company to be issued and outstanding as of July 13, 2012 in its Form 10-Q filed with the Securities and Exchange Commission on July 13, 2012.
(a) As of the date of this Schedule 13D, the Reporting Persons own an aggregate of 1,749,160 shares of Common Stock, which constitutes 11.9% of the Common Stock. Such shares include options to acquire 100,000 shares of Common Stock, which are currently exercisable, held by Philip S. Chan. As of the date of this Schedule 13D, the Reporting Persons and the Other Group Members own an aggregate of 10,247,480 shares of Common Stock, which constitutes 69.5% of the Common Stock. Such shares include (i) options to acquire 100,000 shares of Common Stock, which are currently exercisable, held by the Estate of Chiu M. Chan and (ii) options to acquire 100,000 shares of Common Stock, which are currently exercisable, held by Philip S. Chan.
(b) Each of the Reporting Persons and the Other Group Members has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of, all the shares of Common Stock beneficially owned by such Reporting Person or Other Group Member.
(c) None of the Reporting Persons or Other Group Members effected any transactions in Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
As described in Item 4, the Reporting Persons and the Other Group Members have taken action by written consent without a meeting to remove certain directors of the Company. No written agreement has been entered into with respect to this matter.
Item 7. Material to Be Filed as Exhibits
| Exhibit A: | Joint Filing Agreement, dated September 12, 2012* |
| * | Previously filed as an exhibit to the Schedule 13D filed on September 12, 2012. |
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: September 24, 2012
| By: | /s/ Eric K. Chan | |
| Name: | Eric K. Chan | |
| By: | /s/ Eric K. Chan | |
| Name: | Bert Chan | |
| By: | /s/ Eric K. Chan | |
| Name: | Philip S. Chan | |
| By: | /s/ Chan Chang Chin Ying | |
| Name: | Chan Chang Chin Ying | |
| By: | /s/ Edward K. Chiu | |
| Name: | Edward K. Chiu | |