|
1.
|
Names
of Reporting Persons.
|
Medcap
Management & Research LLC
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)£
(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
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
18,565,331
|
||
|
8.
|
Shared
Voting Power
|
0
|
|||
|
9.
|
Sole
Dispositive Power
|
18,565,331
|
|||
|
10.
|
Shared
Dispositive Power
|
0
|
|||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
18,565,331
|
|||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
34.7%
|
|||
|
14.
|
Type
of Reporting Person (See Instructions)
|
IA
|
|||
|
1.
|
Names
of Reporting Persons.
|
Medcap
Partners L.P.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)£
(b)£
|
|||
|
3.
|
SEC
Use Only
|
||||
|
4.
|
Source
of Funds (See Instructions)
|
WC
|
|||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
£
|
|||
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
15,086,837
|
||
|
8.
|
Shared
Voting Power
|
0
|
|||
|
9.
|
Sole
Dispositive Power
|
15,086,837
|
|||
|
10.
|
Shared
Dispositive Power
|
0
|
|||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
15,086,837
|
|||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
28.8%
|
|||
|
14.
|
Type
of Reporting Person (See Instructions)
|
PN
|
|||
|
1.
|
Names
of Reporting Persons.
|
Medcap
Master Fund, L.P.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)£
(b)£
|
|||
|
3.
|
SEC
Use Only
|
||||
|
4.
|
Source
of Funds (See Instructions)
|
WC
|
|||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
£
|
|||
|
6.
|
Citizenship
or Place of Organization
|
Cayman
Islands
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power
|
3,478,494
|
||
|
8.
|
Shared
Voting Power
|
0
|
|||
|
9.
|
Sole
Dispositive Power
|
3,478,494
|
|||
|
10.
|
Shared
Dispositive Power
|
0
|
|||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,478,494
|
|||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
6.7%
|
|||
|
14.
|
Type
of Reporting Person (See Instructions)
|
PN
|
|||
|
1.
|
Names
of Reporting Persons.
|
C.
Fred Toney
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)£
(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
|
24,065,331
|
||
|
8.
|
Shared
Voting Power
|
0
|
|||
|
9.
|
Sole
Dispositive Power
|
24,065,331
|
|||
|
10.
|
Shared
Dispositive Power
|
0
|
|||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
24,065,331
|
|||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
£
|
|||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
44.3%
|
|||
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN,
HC
|
|||
|
Item
1.
|
Security
and Issuer
|
|
Item
2.
|
Identity
and Background
|
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
|
Item
4.
|
Purpose
of Transaction
|
|
Item
5.
|
Interest
in Securities of the
Issuer
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
|
Item
7.
|
Material
to Be Filed as Exhibits
|
|
No.
|
Exhibit
|
|
1.
|
Agreement
Regarding Joint Filing of Statement on Schedule 13D or 13G.
|
|
2.
|
Amended
and Restated Registration Rights Agreement between the Issuer and
MedCap
dated August 30, 2004, as amended by the Letter Agreement listed
as
Exhibit 3 below (included as Exhibit 2 to MedCap’s, MMR’s and Toney’s
Schedule 13D/A No. 1 filed with the Commission on September 3, 2004
and
incorporated herein by reference).
|
|
3.
|
Letter
Agreement dated March 29, 2005, between the Issuer and MedCap (the
“Letter
Agreement”) (included as Exhibit 3 to MedCap’s, MMR’s and Toney’s Schedule
13D/A No. 5 filed with the Commission on April 11, 2005 and incorporated
herein by reference).
|
|
4.
|
Amendment
to Letter Agreement, dated May 2, 2005, between the Issuer and MedCap
(included as Exhibit 4 to MedCap’s, MMR’s and Toney’s Schedule 13D/A No. 6
filed with the Commission on May 10, 2005 and incorporated herein
by
reference).
|
|
5.
|
Secured
Promissory Note, dated November 15, 2005, issued by the Issuer, Baker
Anderson Christie, Inc., Nurses Network, Inc., New Age Staffing,
Inc., PSR
Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR Nurses Holdings Corp.,
CRDE
Corp., Arizona Home Health Care/Private Duty, Inc., Care Pros Staffing,
Inc., HIP Holding, Inc., Health Industry Professionals, L.L.C., Travmed
USA, Inc., Prime Staff, LP, Mint Medical Staffing Odessa LP, and
GHS
Acquisition Corporation to MedCap (included as Exhibit 10.1 to the
Issuer’s Form 8-K filed with the Commission on November 21, 2005, and
incorporated herein by reference).
|
|
6.
|
Secured
Promissory Note, dated November 18, 2005, issued by the Issuer, Baker
Anderson Christie, Inc., Nurses Network, Inc., New Age Staffing,
Inc., PSR
Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR Nurses Holdings Corp.,
CRDE
Corp., Arizona Home Health Care/Private Duty, Inc., Care Pros Staffing,
Inc., HIP Holding, Inc., Health Industry Professionals, L.L.C., Travmed
USA, Inc., Prime Staff, LP, Mint Medical Staffing Odessa LP, and
GHS
Acquisition Corporation to MedCap (included as Exhibit 10.2 to the
Issuer’s Form 8-K filed with the Commission on November 21, 2005, and
incorporated herein by reference).
|
|
7.
|
Amended
and Restated Security Agreement, dated November 18, 2005, by and
among the
Issuer, Baker Anderson Christie, Inc., Nurses Network, Inc., New
Age
Staffing, Inc., PSR Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR
Nurses
Holdings Corp., CRDE Corp., Arizona Home Health Care/Private Duty,
Inc.,
Care Pros Staffing, Inc., HIP Holding, Inc., Health Industry
Professionals, L.L.C., Travmed USA, Inc., Prime Staff, LP, Mint Medical
Staffing Odessa LP, GHS Acquisition Corporation and MedCap (included
as
Exhibit 10.3 to the Issuer’s Form 8-K filed with the Commission on
November 21, 2005, and incorporated herein by reference).
|
|
8.
|
Securities
Purchase Agreement dated as of December 30, 2005 by and between the
Issuer
and MedCap (included as Exhibit 10.1 to the Issuer’s Form 8-K filed with
the Commission on January 6, 2006 and incorporated herein by
reference).
|
|
9.
|
Registration
Rights Agreement dated as of January 6, 2006 by and between the Issuer
and
certain investors listed on the signature pages thereto (included
as
Exhibit 10.5 to the Issuer’s Form 8-K filed with the Commission on January
10, 2006 and incorporated herein by reference).
|
|
10.
|
Subscription
Agreement dated March 3, 2006 by and between the Issuer and MedCap
(included as Exhibit 10.1 to the Issuer’s Form 8-K filed with the
Commission on March 7, 2006 and incorporated herein by
reference).
|
|
11.
|
Subscription
Agreement dated March 13, 2006 by and between the Issuer and MedCap
(included as Exhibit 11 to MedCap’s, MMR’s and Toney’s Schedule 13D/A No.
7 filed with the Commission on April 13, 2006 and incorporated herein
by
reference).
|
|
12.
|
Subscription
Agreement dated March 13, 2006 by and between the Issuer and MedCap
Master
(included as Exhibit 12 to MedCap’s, MMR’s and Toney’s Schedule 13D/A No.
7 filed with the Commission on April 13, 2006 and incorporated herein
by
reference).
|
|
13.
|
Letter
dated March 13, 2006, from the Board of Directors of the Issuer to
Holders
of Series C and Warrants to Purchase Series B-1 and Series C Preferred
Stock of the Issuer, in connection with the Offer to Exchange Series
C
Preferred Stock and Warrants to Purchase Series B-1 and Series C
Preferred
Stock in which the Issuer has agreed to register the shares of Common
Stock issued pursuant to the Exchange on a suitable form and substantially
in compliance with the existing registration rights agreement covering
the
Series C Stock and Series C Warrants within 60 days of the completion
of
the Exchange Offer and to reimburse MedCap for certain legal expenses
incurred in connection with the Exchange Offer (included as Exhibit
13 to
MedCap’s, MMR’s and Toney’s Schedule 13D/A No. 7 filed with the Commission
on April 13, 2006 and incorporated herein by reference).
|
|
14.
|
Subscription
Agreement dated April 3, 2006 by and between the Issuer and MedCap
(included as Exhibit 14 to MedCap’s, MMR’s and Toney’s Schedule 13D/A No.
7 filed with the Commission on April 13, 2006 and incorporated herein
by
reference).
|
|
15.
|
Securities
Purchase Agreement dated as of January 25, 2007 by and among the
Issuer
and the investors identified on the signature pages thereto (including
Toney, MedCap and MedCap Master) for the private placement of up
to
8,333,333 shares of the Issuer’s Common Stock at a purchase price of $0.60
per share (included as Exhibit 10.1 to the Issuer’s Form 8-K filed with
the Commission on January 29, 2007 and incorporated herein by reference)
and subsequently amended as of February 22, 2007 to allow for multiple
closings through March 15, 2007, on March 6, 2007 to allow for multiple
closings through April 6, 2007, on April 5, 2007 to allow for multiple
closings through April 30, 2007, and on May 3, 2007 to allow for
multiple
closings through May 25, 2007, (as previously reported on Current
Reports
on Forms 8-K filed with the Commission on January 29, 2007, February
8,
2007, March 6, 2007, March 30, 2007, April 18, 2007, April 30, 2007,
May
9, 2007 and May 25, 2007, each incorporated herein by
reference).
|
|
16.
|
Registration
Rights Agreement dated as of January 25, 2007 by and among the Issuer
and
the investors identified on the signature pages thereto (including
Toney,
MedCap and MedCap Master) (included as Exhibit 10.2 to the Issuer’s Form
8-K filed with the Commission on January 29, 2007 and incorporated
herein
by reference) and subsequently amended as of February 22, 2007 to
allow
for multiple closings through March 15, 2007, on March 6, 2007 to
allow
for multiple closings through April 6, 2007, on April 5, 2007 to
allow for
multiple closings through April 30, 2007, and on May 3, 2007 to allow
for
multiple closings through May 25, 2007, (as previously reported on
the
Issuer’s Current Reports on Forms 8-K filed with the Commission on January
29, 2007, February 8, 2007, March 6, 2007, March 30, 2007, April
18, 2007,
April 30, 2007, May 9, 2007 and May 25, 2007, each incorporated herein
by
reference).
|
|
17.
|
Securities
Purchase Agreement dated as of October 26, 2007 by and among the
Issuer
and the investors identified on the signature pages thereto (including
MedCap, MedCap Master and Toney) for the private placement of up
to
15,666,667 shares of the Issuer’s Common Stock at a purchase price of
$0.30 per share and Warrants to purchase up to 7,833,333 shares of
the
Issuer’s Common Stock at an exercise price of $0.35 per share (included
as
Exhibit 10.1 to the Issuer’s Form 8-K filed with the Commission on October
29, 2007 and incorporated herein by reference).
|
|
18.
|
Registration
Rights Agreement, by and among the Issuer and the investors identified
on
the signature pages thereto (including MedCap, MedCap Master and
Toney),
dated as of October 26, 2007 (included as Exhibit 10.2 to the Issuer’s
Form 8-K filed with the Commission on October 29, 2007 and incorporated
herein by reference).
|
|
19.
|
Amendment
to Registration Rights Agreement, by and among the Issuer and the
investors identified on the signature pages thereto (including MedCap,
MedCap Master and Toney), dated as of December 5, 2007 and effective
November 30, 2007 (included as Exhibit 10.1 to the Issuer’s Form 8-K filed
with the Commission on December 7, 2007 and incorporated herein by
reference).
|
|
20.
|
Waiver
of Registration Rights, by and among the Issuer and the investors
identified on the signature pages thereto (including MedCap, MedCap
Master
and Toney), dated as of December 5, 2007 and effective November 30,
2007
(included as Exhibit 10.2 to the Issuer’s Form 8-K filed with the
Commission on December 7, 2007 and incorporated herein by
reference).
|
|
Date: March
7, 2008
|
/s/
C. Fred
Toney
Signature
Print
Name: C. FRED TONEY
|
|
MEDCAP
PARTNERS L.P.
BBy:
its
general partner
MedCap Management &
Research
LLC
By: /s/
C. Fred
Toney
Print
Name: C. Fred Toney
Title: Managing
Member
|
MEDCAP
MANAGEMENT & RESEARCH LLC
By: /s/
C. Fred
Toney
Print
Name: C. Fred Toney
Title: Managing
Member
|
|
MEDCAP
MASTER FUND, L.P.
BBy:
its general partner MedCap Management &
Research LLC
By: /s/
C. Fred
Toney
Print
Name: C. Fred Toney
Title: Managing
Member
|
|
Exhibit
1
|
Agreement
Regarding Joint Filing of Statement on Schedule 13D or
13G.
|
|
Date: March
7, 2008
|
/s/
C. Fred
Toney
Signature
Print
Name: C. FRED TONEY
|
|
MEDCAP
PARTNERS L.P.
BBy:
its
general partner
MedCap Management &
Research
LLC
By: /s/
C. Fred
Toney
Print
Name: C. Fred Toney
Title: Managing
Member
|
MEDCAP
MANAGEMENT & RESEARCH LLC
By: /s/
C. Fred
Toney
Print
Name: C. Fred Toney
Title: Managing
Member
|
|
MEDCAP
MASTER FUND, L.P.
BBy:
its general partner MedCap Management &
Research LLC
By: /s/
C. Fred
Toney
Print
Name: C. Fred Toney
Title: Managing
Member
|