-----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, HQgpYoHSnL7ZLQWNJu+4yztQ7NkYm9GdbNdFLcqo2t69kJ3ONh62KmkKpeqVUzkA F//vxsac43QbAdiIdgTuNQ== 0000921530-98-000021.txt : 19980218 0000921530-98-000021.hdr.sgml : 19980218 ACCESSION NUMBER: 0000921530-98-000021 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980217 SROS: NASD GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLINICOR INC CENTRAL INDEX KEY: 0000941818 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 880309093 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-50419 FILM NUMBER: 98542944 BUSINESS ADDRESS: STREET 1: 1717 WEST SIXTH STREET SUITE 400 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123443300 MAIL ADDRESS: STREET 1: 1717 WEST SIXTH STREET SUITE 400 CITY: AUSTIN STATE: TX ZIP: 78703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SCHEDULE 13G RE CLINICOR, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CLINICOR, INC. ---------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value ---------------------------------- (Title of Class of Securities) 18726M106 --------------------- (CUSIP Number) * 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 disclosure 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). Continued on following page(s) Page 1 of 12 Pages Exhibit Index: Page 9 SCHEDULE 13G CUSIP No. 18726M106 Page 2 of 12 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 261,335 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 261,335 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 261,335 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 6.01% 12 Type of Reporting Person* OO; IA SCHEDULE 13G CUSIP No. 18726M106 Page 3 of 12 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 261,335 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 261,335 9 Aggregate Amount Beneficially Owned by Each Reporting Person 261,335 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 6.01% 12 Type of Reporting Person* IA SCHEDULE 13G CUSIP No. 18726M106 Page 4 of 12 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 261,335 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 261,335 9 Aggregate Amount Beneficially Owned by Each Reporting Person 261,335 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 6.01% 12 Type of Reporting Person* IA Page 5 of 12 Pages Item 1(a) Name of Issuer: Clinicor, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 1717 West Sixth Street, Suite 400, Austin, TX 78703 Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Fund Management LLC ("SFM LLC"); ii) Mr. George Soros ("Mr. Soros"); and iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"). This statement is filed on behalf of SFM LLC, a Delaware limited liability company, Mr. Soros, and Mr. Druckenmiller. This statement relates to shares of common stock of the Issuer (the "Shares") held for the account of Quasar International Partners C.V., a Netherlands Antilles limited partnership ("Quasar Partners"). SFM LLC acts as principal investment advisor to Quasar Partners. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of SFM LLC, Mr. Soros, and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. Quasar Partners has its principal business office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Item 2(c) Citizenship: i) SFM LLC is a Delaware limited liability company; ii) Mr. Soros is a citizen of the United States; and iii) Mr. Druckenmiller is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, $0.001 par value. Item 2(e) CUSIP Number: 18726M106 Page 6 of 12 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 1997, the number of Shares which may be deemed to have been beneficially owned by each of the Reporting Persons was as follows: i) SFM LLC may be deemed to have been the beneficial owner of 261,335 Shares held for the account of Quasar Partners (this number assumes the conversion of 392 Class B Convertible Preferred Shares, no par value, to 261,335 Shares). ii) Mr. Soros, as Chairman of SFM LLC, may be deemed to have had shared beneficial ownership of 261,335 Shares held for the account of Quasar Partners. iii) Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, may be deemed to have had shared beneficial ownership of 261,335 Shares held for the account of Quasar Partners. Item 4(b) Percent of Class: The number of Shares which may be deemed to have been beneficially owned by each of the Reporting Persons constitutes approximately 6.01% of the total number of Shares which would have been outstanding assuming conversion of all derivative securities of the Issuer held for the account of Quasar Partners. Item 4(c) Number of shares as to which such person had: SFM LLC - ------- (i) Sole power to vote or to direct the vote: 261,335 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 261,335 (iv) Shared power to dispose or to direct the disposition of: 0 Page 7 of 12 Pages Mr. Soros and Mr. Druckenmiller - ------------------------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 261,335 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 261,335 Item 5. Ownership of Five Percent or Less of a Class: [_] This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: This Item 10 is not applicable. Page 8 of 12 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 13, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Assistant General Counsel Date: February 13, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Date: February 13, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Page 9 of 12 Pages EXHIBITS Page ---- A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus............................................. 10 B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.................................. 11 C. Joint Filing Agreement dated as of February 13, 1998 by and among Soros Fund Management LLC, Mr. George Soros, and Mr. Stanley F. Druckenmiller................................ 12 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 10 of 12 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of this 1st day of January, 1997. /s/George Soros ----------------------------- GEORGE SOROS EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 11 of 12 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of this 1st day of January, 1997. /s/Stanley F. Druckenmiller --------------------------------------- STANLEY F. DRUCKENMILLER EX-99.C 4 EXHIBIT C - JOINT FILING AGREEMENT Page 12 of 12 Pages JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Clinicor, Inc. dated as of February 13, 1998 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: February 13, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Assistant General Counsel Date: February 13, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Date: February 13, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----