-----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, UayUl33G7vdIxcny/joHHjVcvaKlPZuD+sdWTYOayphKlB3dlopugxG/hz5z/bek rFXkHjBhB+qI1xoHyEMArA== 0001144204-07-033046.txt : 20070621 0001144204-07-033046.hdr.sgml : 20070621 20070621171705 ACCESSION NUMBER: 0001144204-07-033046 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070621 DATE AS OF CHANGE: 20070621 GROUP MEMBERS: FROST GAMMA INVESTMENTS TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FROST PHILLIP MD ET AL CENTRAL INDEX KEY: 0000898860 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 3055756001 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Modigene Inc. CENTRAL INDEX KEY: 0001268659 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82936 FILM NUMBER: 07934592 BUSINESS ADDRESS: STREET 1: 8000 TOWERS CRESCENT DRIVE, STREET 2: SUITE 1300 CITY: VIENNA, STATE: VA ZIP: 22182 BUSINESS PHONE: (866) 644-7811 MAIL ADDRESS: STREET 1: 8000 TOWERS CRESCENT DRIVE, STREET 2: SUITE 1300 CITY: VIENNA, STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: LDG INC DATE OF NAME CHANGE: 20031030 SC 13D 1 v079053_sc13d.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. ____)*

Modigene Inc. 

(Name of Issuer)

Common Stock, par value $0.00001 per share

 (Title of Class of Securities)

607826104

(CUSIP Number)

Shai Novik
8000 Towers Crescent Drive, Suite 1300
Vienna, Virginia 22182
(866) 644-7811

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 19, 2007

(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. 607826104
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
Phillip Frost, M.D.
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 x
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)  N/A
 
 
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 of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power        -0-
 
8.
Shared Voting Power   4,693,332 (1)
 
9.
Sole Dispositive Power        -0-
 
10.
Shared Dispositive Power   4,693,332(1)
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 4,693,332 (1)
 
 
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) 13.26%
 
 
14.
Type of Reporting Person (See Instructions) IN
 
(1) Consists of 4,426,666 shares of Common Stock and vested and exercisable warrants to purchase 266,666 shares of Common Stock held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary.   The Reporting Person is one of two limited partners of Frost Gamma Limited Partnership.  The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation.  The Reporting Person is also the sole shareholder of Frost-Nevada Corporation.
 
 
 

 

CUSIP No. 607826104
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
 
Frost Gamma Investments Trust
IRS I.D. #46-0464745
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 x
   
(b)
 o
 
 
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) o
 
 
6.
Citizenship or Place of Organization         State of Florida
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power        -0-
 
8.
Shared Voting Power   4,693,332(1)
 
9.
Sole Dispositive Power        -0-
 
10.
Shared Dispositive Power   4,693,332(1)
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 4,693,332(1)
 
 
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) 13.26%
 
 
14.
Type of Reporting Person (See Instructions) OO
 
(1) Consists of 4,426,666 shares of Common Stock and vested and exercisable warrants to purchase 266,666 shares of Common Stock held by Frost Gamma Investments Trust, of which Phillip Frost, M.D. is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary.   Phillip Frost, M.D. is one of two limited partners of Frost Gamma Limited Partnership.  The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation.  Phillip Frost, M.D. is also the sole shareholder of Frost-Nevada Corporation

 
 

 

Item 1.
Security and Issuer
   
 
This Schedule 13D is filed by Phillip Frost, M.D. and Frost Gamma Investments Trust (the “Gamma Trust”) (collectively, the “Reporting Persons”), with respect to common stock, $.00001 par value (the “Common Stock”) of Modigene Inc. (the “Company”). The Company’s principal executive offices are located at 8000 Towers Crescent Drive, Suite 1300, Vienna, Virginia 22182. Information regarding each of the Reporting Persons is set forth below.
 
Item 2.
Identity and Background
   
 
Dr. Frost’s principal occupation is Chairman and Chief Executive Officer of Opko Health, Inc., a Delaware corporation, focused on the commercialization and development of proprietary pharmaceuticals, therapeutic devices, drug delivery technology, diagnostic systems and instruments for the treatment and prevention of ophthalmic disease. Dr. Frost’s principal business address is 4400 Biscayne Boulevard, Miami, Florida 33137.
 
The Gamma Trust is a trust organized under the laws of the State of Florida. The trust’s principal business address is 4400 Biscayne Boulevard, Miami, Florida 33137.
 
To the best knowledge of each of the Reporting Persons, neither such Reporting Person has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors), or was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was subject to a judgment, decree or final order enjoining future violations of, or prohibiting activity subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.
 
Dr. Frost is a citizen of the United States.
   
Item 3.
Source and Amount of Funds or Other Consideration
   
 
The source of funds for the acquisition of 4,426,666 shares of Common Stock and the warrants to purchase 266,666 shares of Common Stock from the Issuer was from the working capital of Gamma Trust.
   
Item 4.
Purpose of Transaction
   
 
The Reporting Persons acquired the securities of the Issuer for investment purposes only. None of the Reporting Persons has any present plans or proposals which relate or would result in any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
   
Item 5.
Interest in Securities of the Issuer
   
 
Each of the Reporting Persons is the beneficial owner of 4,693,332 shares of the Common Stock of the Issuer. This amount represents (i) 4,426,666 shares of Common Stock held by the Gamma Trust and (ii) 266,666 shares of Common Stock issuable upon exercise of currently exercisable warrants held by the Gamma Trust. Each of the Reporting Persons is the beneficial owner of 13.26% of the Issuer’s Common Stock. The percentage of beneficial ownership is based upon 35,121,893 shares of Common Stock outstanding as of June 20, 2007.
 
The securities discussed above are owned of record by the Gamma Trust. As the sole trustee of the Gamma Trust, Dr. Frost may be deemed the beneficial owner of all shares owned by the Gamma Trust by virtue of his power to vote or direct the vote of such shares or to dispose or direct the disposition of such shares owned by such trust. Accordingly, solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons will be deemed to be the beneficial owner of the shares held by any other Reporting Person. Except as described herein, neither of the Reporting Persons has engaged in any transaction involving any of the securities of the Issuer during the past sixty days.
   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   
 
None
   
Item 7.
Material to Be Filed as Exhibits
   
 
None.

 
 

 
 
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: June 21, 2007
 
/s/ Phillip Frost, by Steven D. Rubin, attorney in fact pursuant to a power of attorney
 
 
Phillip Frost, M.D.
   
Dated: June 21, 2007
 
FROST GAMMA INVESTMENTS TRUST
     
 
 
By:
 
/s/ Phillip Frost, Trustee, by Steven D. Rubin, attorney in fact pursuant to a power of attorney
 
 
 
 
Phillip Frost, M.D. Trustee

 
 

 


-----END PRIVACY-ENHANCED MESSAGE-----