-----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, N4oO49lg4U4f7boav3/zqyDMUOarfMr2QgjFjQpZZ4Dl+X9SnQu+ajLuk46XLqdx fFbcUD4Y0naWhQ58sJWxzg== 0000899140-03-000223.txt : 20030303 0000899140-03-000223.hdr.sgml : 20030303 20030303160317 ACCESSION NUMBER: 0000899140-03-000223 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030225 FILED AS OF DATE: 20030303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALSEY DRUG CO INC/NEW CENTRAL INDEX KEY: 0000786947 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 110853640 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10113 FILM NUMBER: 03589476 BUSINESS ADDRESS: STREET 1: 1827 PACIFIC ST CITY: BROOKLYN STATE: NY ZIP: 11233 BUSINESS PHONE: 7184677500 MAIL ADDRESS: STREET 2: 695 N. PERRYVILLE ROAD CITY: ROCKFORD STATE: IL ZIP: 61107 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 RELATIONSHIP: OWNER STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125741286 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 hd1172352.txt STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ________________________________________________________________________________ 1. Name and Address of Reporting Person* Feinberg, Larry N. - -------------------------------------------------------------------------------- (Last) (First) (Middle) c/o Oracle Strategic Partners, L.P. 200 Greenwich Avenue, 3rd Floor - -------------------------------------------------------------------------------- (Street) Greenwich, CT 06830 - -------------------------------------------------------------------------------- (City) (State) (Zip) ________________________________________________________________________________ 2. Issuer Name and Ticker or Trading Symbol Halsey Drug Co., Inc. ("HDGC") ________________________________________________________________________________ 3. IRS Identification Number of Reporting Person, if an entity (Voluntary) ________________________________________________________________________________ 4. Statement for Month/Day/Year February 25, 2003 ________________________________________________________________________________ 5. If Amendment, Date of Original (Month/Day/Year) ________________________________________________________________________________ 6. Relationship of Reporting Person to Issuer (Check all applicable) [ ] Director [X] 10% Owner [ ] Officer (give title below) [ ] Other (specify below) ------------------------ ________________________________________________________________________________ 7. Individual or Joint/Group Filing (Check applicable line) [X] Form filed by one Reporting Person [ ] Form filed by more than one Reporting Person ________________________________________________________________________________ ================================================================================ Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned ================================================================================
5. Amount of 6. 4. Securities Owner- 2. 2A. 3. Securities Acquired (A) or Beneficially ship Trans- Deemed Trans- Disposed of (D) Owned Form: 7. action Execution action (Instr. 3, 4 and 5) Following Direct Nature of Date Date, if any Code ----------------------------- Reported (D) or Indirect 1. (Month/ (Month/ (Instr. 8) (A) Transaction(s) Indirect Beneficial Title of Security Day/ Day/ ---------- Amount or Price (Instr. 3 (I) Ownership (Instr. 3) Year) Year) Code V (D) and 4) (Instr.4) (Instr. 4) - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock 2/25/03 P(2) 3,649,461 A 22,605,245 I (1) - ------------------------------------------------------------------------------------------------------------------------------------ ==================================================================================================================================== Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. *If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v). Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 2
FORM 4 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================
5. 7. Number of Title and Amount Derivative 6. of Underlying 4. Securities Date Securities 2. 3A. Trans- Acquired (A) Exercisable and (Instr. 3 and 4) Conver- Deemed action or Disposed Expiration Date ---------------- 1. sion or 3. Execution Code of(D) (Month/Day/Year) Amount Title of Exercise Trans- Date, (Instr. (Instr. 3, ---------------- or Derivative Price of action Date if any 8) 4 and 5) Date Expira- Number Security Derivative (Month/ (Month/ ------ ------------ Exer- tion of (Instr. 3) Security Day/Year) Day/Year) Code V (A) (D) cisable Date Title Shares - ----------------------------------------------------------------------------------------------------------------------------------- Warrants to purchase $0.59 02/25/03 X(2) 2,393,478 Immed. 7/27/06 Common 1,895,824 Common Stock Stock - ----------------------------------------------------------------------------------------------------------------------------------- Warrants to purchase $0.96 02/25/03 X(2) 2,393,478 Immed. 7/27/06 Common 1,753,637 Common Stock Stock - ----------------------------------------------------------------------------------------------------------------------------------- 5% Convertible See Note 02/25/03 J(3) 13 Immed. 3/31/06 Common 18,925,784 Senior Secured (3) under Stock Debentures Explana- tion of Responses below. =================================================================================================================================== [TABLE CONTINUED BELOW]
[CONTINUATION OF TABLE FROM ABOVE]
9. Number of 10. Derivative Ownership Securities Form of 11. 8. Beneficially Derivative Nature Price of Owned Follow- Security of Indirect Derivative ing Reported Direct (D) or Beneficial Security Transaction(s) Indirect (I) Ownership (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4) - -------------------------------------------------------------- See Note (2) 0 I See Note (1) under under Explanation Explanation of Responses of Responses below. below. - -------------------------------------------------------------- See Note (2) 0 I See Note (1) under under Explanation Explanation of Responses of Responses below. below. - -------------------------------------------------------------- See Note (3) 13 I See Note (1) under under Explanation Explanation of Responses of Responses below. below. ============================================================== Explanation of Responses: (1) The securities of Halsey Drug Co., Inc. (the "Company") to which this note relates are held directly by Oracle Strategic Partners, L.P. ("Strategic Partners"). Strategic Partners holds, as of the date of this Form 4, 3,649,461 shares of Common Stock of the Company ("Common Stock") as well as Options for Common Stock ("Options") and 5% Convertible Senior Secured Debentures ("Debentures") of the Company, presently convertible into 30,000 shares and 18,925,784 shares of Common Stock, respectively. Oracle Strategic Capital, L.L.C. ("Strategic Capital") serves as the general partner of Strategic Partners. The undersigned is the managing member of Strategic Capital. The undersigned does not directly own any warrants for Common Stock ("Warrants"), Debentures, Options or Common Stock of the Company. In accordance with Instruction 4(b)(iv), the entire number of such Debentures, Warrants, Options and shares of Common Stock, held by Strategic Partners, related to the transactions reported on this Form 4, is reported herein. The undersigned disclaims any beneficial ownership of the securities to which this Form 4 relates for purposes of Section 16 of the Securities Exchange Act of 1934, except as such securities representing the undersigned's pro rata interest in, and interest in the profits of, Strategic Partners. (2) A series of transactions involving the Company were described in the Company's Current Report on Form 8-K, filed on December 27, 2002 (the "Form 8-K") In connection with these transactions, Strategic Partners received certain anti-dilution adjustments with respect to Warrants that it directly owned. Specifically, Warrants for 1,010,100 shares of Common Stock, with an exercise price of $1.404, were adjusted to represent Warrants for 2,393,478 shares of Common Stock with an exercise price of $0.59. In addition, Warrants for 1,010,100 shares of Common Stock, with an exercise price of $2.285 were adjusted to represent Warrants for 2,393,478 shares of Common Stock with an exercise price of $0.96. These two sets of Warrants were then exchanged, in a cashless exercise (as valued pursuant to a Black-Scholes model), for 1,895,824 and 1,753,637 shares of Common Stock, respectively, or 3,649,461 shares in the aggregate. Strategic Partners received the documentation formalizing these transactions on February 25, 2003. As per Rule 16a-4(b) of the Securities Exchange Act of 1934, the exercise of the Warrants reported herein is set forth as a purchase of the underlying Common Stock and a closing of a derivative security position. (3) In connection with the transaction described in the Form 8-K, existing Debentures held by Strategic Partners were amended to extend their maturity date until March 31, 2006 and their applicable conversion prices for conversion into Common Stock were revised in accordance with their anti-dilution provisions. Strategic Partners holds Debentures in the principal amounts of: $10,000,000; $125,000; $126,562; $128,144; $129,746; $131,368; $133,010; $134,672; $136,356; $138,060; $139,786; $141,534; and $143,302. The conversion prices for such Debentures per share of Common Stock are, respectively, $0.6135, $0.7525, $0.4862, $0.3964, $0.2735, $0.4501; $0.9701, $0.9701; $0.8128; $0.8827; $0.7516; $0.7667; and $1.0200. The Debentures are therefore convertible, respectively, into the following amounts of Common Stock: 16,298,644; 166,110; 260,238; 323,268; 474,436; 291,858; 137,104; 138,818; 167,756; 156,400; 185,974; 184,598; and 140,492. The foregoing Debentures, except for the $10,000,000 initial Debenture, were received by Strategic Partners as interest payments. Interest on all the Debentures held by Strategic Partners is paid quarterly on each January 1, April 1, July 1 and October 1. /s/ Larry N. Feinberg March 3, 2003 - --------------------------------------------- ----------------------- **Signature of Reporting Person Date Larry N. Feinberg, as managing member of Oracle Strategic Capital, L.L. C., the general partner of Oracle Strategic Partners, L.P. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Page 2 of 2
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