-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pf1yP+gpzPy6bzmqm+6FGYuCJIZPSWtXhvPlmt6y6KxD5Xe76Ez909frIy+TxsKu C5v1eW4FmdNmOR9waoYseA== 0000950144-08-001054.txt : 20080214 0000950144-08-001054.hdr.sgml : 20080214 20080214150611 ACCESSION NUMBER: 0000950144-08-001054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: MICHAEL GUSKY GROUP MEMBERS: ROBIN GUSKY GROUP MEMBERS: VIAURA HOLDINGS, LTD. GROUP MEMBERS: VIAURA, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NationsHealth, Inc. CENTRAL INDEX KEY: 0001233426 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 061688360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79247 FILM NUMBER: 08614046 BUSINESS ADDRESS: STREET 1: 13650 N.W. 8TH STREET STREET 2: SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 6102932511 MAIL ADDRESS: STREET 1: 13650 N.W. 8TH STREET STREET 2: SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 FORMER COMPANY: FORMER CONFORMED NAME: MILLSTREAM ACQUISITION CORP DATE OF NAME CHANGE: 20030516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRH Holdings, L.L.C. CENTRAL INDEX KEY: 0001302788 IRS NUMBER: 800095013 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6701 NOB HILL ROAD CITY: TAMARAC STATE: FL ZIP: 33321 BUSINESS PHONE: 954-718-3200 MAIL ADDRESS: STREET 1: 6701 NOB HILL ROAD CITY: TAMARAC STATE: FL ZIP: 33321 SC 13D/A 1 g11757sc13dza.htm NATIONSHEALTH, INC. Nationshealth, Inc.
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
NATIONSHEALTH, INC.
 
(Name of Issuer)
Common Stock, par value $0.0001 per share
 
(Title of Class of Securities)
63860C100
 
(CUSIP Number)
GRH Holdings, L.L.C.
2696 Boot Lane
Weston , FL 33331
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 2008
 
(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 Rule 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.
 
63860C100 
 

 

           
1   NAME OF REPORTING PERSON.

GRH Holdings, L.L.C.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Florida
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   4,254,953 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    4,254,953 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  4,254,953 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  14.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

Page 2 of 9 Pages


 

                     
CUSIP No.
 
63860C100 
 

 

           
1   NAME OF REPORTING PERSON.

Viaura Holdings, Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Florida
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   4,254,953 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    4,254,953 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  4,254,953 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  14.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

Page 3 of 9 Pages


 

                     
CUSIP No.
 
63860C100 
 

 

           
1   NAME OF REPORTING PERSON:

Viaura, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Florida
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   4,254,953 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    4,254,953 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  4,254,953 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  14.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO

Page 4 of 9 Pages


 

                     
CUSIP No.
 
63860C100 
 

 

           
1   NAME OF REPORTING PERSON.

Michael Gusky
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   4,254,953 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    4,254,953 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  4,254,953 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  14.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

Page 5 of 9 Pages


 

                     
CUSIP No.
 
63860C100 
 

 

           
1   NAME OF REPORTING PERSON.

Robin Gusky
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   4,254,953 shares
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    4,254,953 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  4,254,953 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  14.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

Page 6 of 9 Pages


 

This Schedule 13D/A is filed by GRH Holdings, L.L.C. (“GRH”), Viaura Holdings, Ltd. (“Viaura Holdings”), Viaura, Inc. (“Viaura”), Michael Gusky, and Robin Gusky (collectively, the “Reporting Persons”). This filing shall serve to further amend the Schedule 13D filed by the Reporting Person on September 10, 2004 and amended on January 11, 2005, March 14, 2005, April 11, 2007 and October 4, 2007.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety to read as follows:
(a)-(c), (f).
GRH is a limited liability company organized under the laws of the State of Florida. The principal executive offices of GRH are located at 2696 Boot Lane, Weston , FL 33331. GRH is indirectly controlled by Michael Gusky.
Viaura Holdings is a limited partnership organized under the laws of the State of Florida and the managing member of GRH. The principal executive offices of Viaura Holdings are located at 2696 Boot Lane, Weston , FL 33331.
Viaura is a corporation organized under the laws of the State of Florida and the general partner of Viaura Holdings. The principal executive offices of Viaura are located at 2696 Boot Lane, Weston , FL 33331.
Michael Gusky and Robin Gusky, his spouse, each are an individual and a United States citizen. Mr. and Mrs. Gusky’s business address is 2696 Boot Lane, Weston , FL 33331. Mr. and Mrs. Gusky are the sole directors of Viaura and the holders of a majority of the issued and outstanding shares of stock of Viaura. Mr. Gusky is also the president of Viaura, and Mrs. Gusky is the vice president and secretary of Viaura.
(d)-(e).
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons has been a 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 future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following information:
Between December 6, 2007 and January 17, 2008, GRH sold 293,459 shares of Common Stock in open market transactions. GRH also intends to make, from time to time hereafter for investment-related purposes, additional open-market sales of shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) and (b).
GRH is the owner, with shared dispositive and voting power, of 4,254,953 shares of Common Stock, which represents 14.5% of the shares of Common Stock outstanding as of November 9, 2007.

 


 

Viaura Holdings is currently the beneficial owner, with shared dispositive and voting power, of 4,254,953 shares of Common Stock, which represents 14.5% of the shares of Common Stock outstanding as of November 9, 2007.
Viaura is currently the beneficial owner, with shared dispositive and voting power, of 4,254,953 shares of Common Stock, which represents 14.5% of the shares of Common Stock outstanding as of November 9, 2007.
Michael Gusky and Robin Gusky, husband and wife, are currently the beneficial owners, with shared dispositive and voting power, of 4,254,953 shares of Common Stock, which represents 14.5% of the shares of Common Stock outstanding as of November 9, 2007.
The calculation of the foregoing percentages is based on the fact that there are 29,345,947 shares of Common Stock issued and outstanding as of November 9, 2007.
(c). Between December 6, 2007 and January 17, 2008, GRH sold an aggregate of 293,459 shares of Common Stock in open market broker-executed transactions. These shares were sold at prices ranging from $0.28 per share to $0.50 per share, with an average price per share of $0.36.
(d). None.
(e). Not applicable.
Item 7. Material to be Filed as Exhibits.
     
Exhibit 1
  Joint Filing Agreement among the Reporting Persons, dated as of September 10, 2004, filed as Exhibit 1 to the Reporting Persons’ Schedule 13D filed September 10, 2004 and incorporated herein by reference.

 


 

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: February 12, 2008
                 
    GRH HOLDINGS, L.L.C.
 
               
    By:   Viaura Holdings, Ltd., its managing member
 
               
        By:   Viaura, Inc., its general partner
 
               
 
          By:   /s/ Michael Gusky
 
               
 
              Name: Michael Gusky
 
              Title: President
 
               
    VIAURA HOLDINGS, LTD.
 
               
    By:   Viaura, Inc., its general partner
 
               
 
          By:   /s/ Michael Gusky
 
               
 
              Name: Michael Gusky
Title: President
 
               
    VIAURA, INC.
 
               
    By:   /s/ Michael Gusky
         
        Name: Michael Gusky
        Title: President
 
               
    /s/ Michael Gusky
     
    Michael Gusky
 
               
    /s/ Robin Gusky
     
    Robin Gusky

 

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