0000950142-13-001861.txt : 20130820
0000950142-13-001861.hdr.sgml : 20130820
20130820164009
ACCESSION NUMBER: 0000950142-13-001861
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130819
FILED AS OF DATE: 20130820
DATE AS OF CHANGE: 20130820
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BioScrip, Inc.
CENTRAL INDEX KEY: 0001014739
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
IRS NUMBER: 050489664
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0427
BUSINESS ADDRESS:
STREET 1: 100 CLEARBROOK ROAD
CITY: ELMSFORD
STATE: NY
ZIP: 10523
BUSINESS PHONE: 914 460 1600
MAIL ADDRESS:
STREET 1: 100 CLEARBROOK ROAD
CITY: ELMSFORD
STATE: NY
ZIP: 10523
FORMER COMPANY:
FORMER CONFORMED NAME: MIM CORP
DATE OF NAME CHANGE: 19960516
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KOCO Investors V, L.P.
CENTRAL INDEX KEY: 0001423072
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28740
FILM NUMBER: 131051145
BUSINESS ADDRESS:
STREET 1: C/O KOHLBERG & CO., L.L.C.
STREET 2: 111 RADIO CIRCLE DRIVE
CITY: MT. KISCO
STATE: NY
ZIP: 10549
BUSINESS PHONE: 914-241-7430
MAIL ADDRESS:
STREET 1: C/O KOHLBERG & CO., L.L.C.
STREET 2: 111 RADIO CIRCLE DRIVE
CITY: MT. KISCO
STATE: NY
ZIP: 10549
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kohlberg Partners V, L.P.
CENTRAL INDEX KEY: 0001355081
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28740
FILM NUMBER: 131051146
BUSINESS ADDRESS:
STREET 1: C/O KOHLBERG & COMPANY
STREET 2: 111 RADIO CIRCLE
CITY: MOUNT KISCO
STATE: NY
ZIP: 10549
BUSINESS PHONE: 914-241-7430
MAIL ADDRESS:
STREET 1: C/O KOHLBERG & COMPANY
STREET 2: 111 RADIO CIRCLE
CITY: MOUNT KISCO
STATE: NY
ZIP: 10549
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kohlberg Investors V L P
CENTRAL INDEX KEY: 0001299880
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28740
FILM NUMBER: 131051147
BUSINESS ADDRESS:
STREET 1: 111 RADIO CIRCLE
CITY: NEW YORK
STATE: NY
ZIP: 10549
BUSINESS PHONE: 914-241-7430
MAIL ADDRESS:
STREET 1: 111 RADIO CIRCLE
CITY: NEW YORK
STATE: NY
ZIP: 10549
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kohlberg TE Investors V L P
CENTRAL INDEX KEY: 0001299826
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28740
FILM NUMBER: 131051148
BUSINESS ADDRESS:
STREET 1: 111 RADIO CIRCLE
CITY: MT KISCO
STATE: NY
ZIP: 10549
BUSINESS PHONE: 914-241-7430
MAIL ADDRESS:
STREET 1: 111 RADIO CIRCLE
CITY: MT KISCO
STATE: NY
ZIP: 10549
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KOHLBERG OFFSHORE INVESTORS V L P
CENTRAL INDEX KEY: 0001299793
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28740
FILM NUMBER: 131051149
BUSINESS ADDRESS:
STREET 1: 111 RADIO CIRCLE
CITY: MT KISCO
STATE: NY
ZIP: 10549
BUSINESS PHONE: 914-241-7430
MAIL ADDRESS:
STREET 1: 111 RADIO CIRCLE
CITY: MT KISCO
STATE: NY
ZIP: 10549
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kohlberg Management V, LLC
CENTRAL INDEX KEY: 0001355075
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28740
FILM NUMBER: 131051150
BUSINESS ADDRESS:
STREET 1: C/O KOHLBERG & COMPANY
STREET 2: 111 RADIO CIRCLE
CITY: MOUNT KISCO
STATE: NY
ZIP: 10549
BUSINESS PHONE: 914-241-7430
MAIL ADDRESS:
STREET 1: C/O KOHLBERG & COMPANY
STREET 2: 111 RADIO CIRCLE
CITY: MOUNT KISCO
STATE: NY
ZIP: 10549
4
1
es1301052_4-bio.xml
OWNERSHIP DOCUMENT
X0306
4
2013-08-19
1
0001014739
BioScrip, Inc.
BIOS
0001355075
Kohlberg Management V, LLC
C/O KOHLBERG & CO., L.L.C.
111 RADIO CIRCLE
MOUNT KISCO
NY
10549
0
0
1
1
* See remarks below
0001299793
KOHLBERG OFFSHORE INVESTORS V L P
C/O KOHLBERG & CO., L.L.C.
111 RADIO CIRCLE
MT KISCO
NY
10549
0
0
1
0
0001299826
Kohlberg TE Investors V L P
C/O KOHLBERG & CO., L.L.C.
111 RADIO CIRCLE
MT KISCO
NY
10549
0
0
1
0
0001299880
Kohlberg Investors V L P
C/O KOHLBERG & CO., L.L.C.
111 RADIO CIRCLE
NEW YORK
NY
10549
0
0
1
0
0001355081
Kohlberg Partners V, L.P.
C/O KOHLBERG & CO., L.L.C.
111 RADIO CIRCLE
MOUNT KISCO
NY
10549
0
0
1
0
0001423072
KOCO Investors V, L.P.
C/O KOHLBERG & CO., L.L.C.
111 RADIO CIRCLE DRIVE
MT. KISCO
NY
10549
0
0
1
0
Common Stock (par value $0.0001 per share)
2013-08-19
4
S
0
6895873
13
D
1788542
I
See Footnotes
Common Stock Warrants (right to buy)
10.00
2010-03-25
2015-03-25
Common Stock
3004887
3004887
I
See Footnotes
On August 19, 2013, 6,895,873 shares of common stock were sold by the Funds (as defined below) for $13.00 per share pursuant to an underwritten public offering.
The 6,895,873 shares of common stock sold by the Funds consisted of: (i) 3,639,470 shares sold by Kohlberg Investors V, L.P. ("Investors"), (ii) 204,937 shares sold by Kohlberg Partners V, L.P. ("Partners"), (iii) 243,790 shares sold by Kohlberg Offshore Investors V, L.P. ("Offshore"), (iv) 2,646,938 shares sold by Kohlberg TE Investors, V. L.P. ("TE") and (v) 160,738 shares sold by KOCO Investors V, L.P. ("KOCO" and collectively with Investors, Partners, Offshore and TE, the "Funds").
The price reflects the proceeds before expenses, consisting of the public offering price of $13.65 minus the underwriting discount of $0.65.
The 1,788,542 shares of common stock of the Issuer, par value $0.0001 per share (the "Shares"), reported herein are directly beneficially owned as follows: (i) 943,949 Shares are owned by Investors, (ii) 53,153 Shares are owned by Partners, (iii) 63,230 Shares are owned by Offshore, (iv) 686,521 Shares are owned by TE and (v) 41,689 Shares are owned by KOCO.
Pursuant to a Warrant Agreement with the Issuer, each of Investors, Partners, Offshore, TE and KOCO directly own warrants (collectively, the "Warrants") representing the right to purchase 1,585,904 Shares, 89,302 Shares, 106,232 Shares, 1,153,407 Shares and 70,042 Shares, respectively. The Warrants may be exercised at any time prior to March 25, 2015. The initial exercise price of the Warrants is equal to $10.00 per Share, subject to certain adjustments in accordance with the terms of the Warrant Agreement.
The securities reported as directly beneficially owned by the Funds in footnotes 4 and 5 hereof may be deemed to be indirectly beneficially owned by Kohlberg Management V, L.L.C., which is the general partner of each of the Funds.
The Funds acquired the Shares, the Warrants and other consideration from the Issuer in consideration for their interest in Critical Homecare Solutions Holdings, Inc. ("CHS"), pursuant to a merger of CHS into a wholly owned subsidiary of the Issuer on March 25, 2010. The merger agreement, which was entered into on January 24, 2010, valued the Shares and the Shares to be acquired upon the exercise of the Warrants at $8.3441 per Share, which was calculated based on the volume weighted trading average price of the Shares over the 10-day period ended January 22, 2010. Of the 12,653,165 Shares issued to the Funds pursuant to the merger agreement, 768,542 Shares are currently being held in escrow and are subject to forfeiture to satisfy any indemnity or purchase price adjustment payments to be made to the Issuer.
Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Prior to the consummation of the transactions described herein, each Reporting Person may have been be deemed to be a member of a Section 13(d) "group" that owned more than 10% of the outstanding common stock of the Issuer. However, each Reporting Person disclaims such group membership and this report shall not be deemed an admission that such Reporting Person is a member of a Section 13(d) group that owns or owned more than 10% of the Issuer's outstanding common stock for purposes of Section 16 or for any other purpose.
Kohlberg Management V, L.L.C., By: /s/ Gordon Woodward, Vice President
2013-08-20
Kohlberg Offshore Investors V, L.P., By: Kohlberg Management V, L.L.C., its general partner, By: /s/ Gordon Woodward, Vice President
2013-08-20
Kohlberg TE Investors V, L.P., By: Kohlberg Management V, L.L.C., its general partner, By: /s/ Gordon Woodward, Vice President
2013-08-20
Kohlberg Investors V, L.P., By: Kohlberg Management V, L.L.C., its general partner, By: /s/ Gordon Woodward, Vice President
2013-08-20
Kohlberg Partners V, L.P., By: Kohlberg Management V, L.L.C., its general partner, By: /s/ Gordon Woodward, Vice President
2013-08-20
KOCO Investors V, L.P., By: Kohlberg Management V, L.L.C., its general partner, By: /s/ Gordon Woodward, Vice President
2013-08-20