SC 13D/A 1 d737539dsc13da.htm AMENDMENT NO. 11 FOR SCHEDULE 13D Amendment No. 11 for Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

 

CATASYS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

44919F104

(CUSIP Number)

David E. Smith

c/o Coast Asset Management, LLC

11150 Santa Monica Boulevard, Suite 1400

Los Angeles, California 90025

(310) 576-3502

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

May 27, 2014

(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 Rule 13d-1(e), 13d-1(f) or 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 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. 44919F104

  

SCHEDULE 13D/A

  

PAGE 2 OF 9 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

David E. Smith

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

PF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

1,392,459 shares (See Item 5)

     8   

SHARED VOTING POWER

 

7,776,020 shares (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

1,392,459 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

7,776,020 shares (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,168,479 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

32.8% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

IN – Individual

 

* See Instructions


CUSIP No. 44919F104

  

SCHEDULE 13D/A

  

PAGE 3 OF 9 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Shamus, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

WC, AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

0 shares (See Item 5)

     8   

SHARED VOTING POWER

 

7,776,020 shares (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

0 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

7,776,020 shares (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,776,020 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

27.8% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions


CUSIP No. 44919F104

  

SCHEDULE 13D/A

  

PAGE 4 OF 9 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Coast Fund L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

WC, AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

0 shares (See Item 5)

     8   

SHARED VOTING POWER

 

7,776,020 shares (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

0 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

7,776,020 shares (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,776,020 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

27.8% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

PN – Partnership

 

* See Instructions


CUSIP No. 44919F104

  

SCHEDULE 13D/A

  

PAGE 5 OF 9 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Coast Offshore Management (Cayman), Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

WC, AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

0 shares (See Item 5)

     8   

SHARED VOTING POWER

 

7,776,020 shares (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

0 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

7,776,020 shares (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,776,020 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

27.8% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

CO – Corporation

 

* See Instructions


CUSIP No. 44919F104

  

SCHEDULE 13D/A

  

PAGE 6 OF 9 PAGES

 

This Amendment No. 11 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2010, as amended by (i) Amendment No. 1 thereto, filed with the SEC on October 21, 2011, (ii) Amendment No. 2 thereto, filed with the SEC on November 3, 2011, (iii) Amendment No. 3 thereto, filed with the SEC on November 17, 2011, (iv) Amendment No. 4 thereto, filed with the SEC on December 12, 2011, (v) Amendment No. 5 thereto, filed with the SEC on February 2, 2012, (vi) Amendment No. 6 thereto, filed with the SEC on April 23, 2012, (vii) Amendment No. 7 thereto, filed with the SEC on September 20, 2012, (viii) Amendment No. 8 thereto, filed with the SEC on December 10, 2012, (ix) Amendment No. 9 thereto filed with the SEC on April 16, 2013, and (x) Amendment No. 10 thereto filed with the SEC on October 17, 2013 (collectively, this “Schedule 13D”), by David E. Smith (“Mr. Smith”) and certain other reporting persons, with respect to the common stock, par value $0.0001 per share, of Catasys, Inc. (“Common Stock”), a Delaware corporation (“Catasys”). The filing of any amendment to this Schedule 13D shall not be construed to be an admission that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of this Schedule 13D is hereby amended to add the following information:

On May 27, 2014, Shamus purchased 344,828 shares of Common Stock from Catasys in a private placement at $0.58 per share (the “May 2014 Shares”). The source of funds used by Shamus for such purchase was working capital, including from funds provided by Mr. Smith. The securities purchase agreement executed by Catasys and Shamus in connection with the purchase of the May 2014 Shares (the “May 2014 Purchase Agreement”) contemplates that Shamus would be eligible to receive certain additional shares if a reverse stock split of the Common Stock occurs on or before May 27, 2016 and the volume weighted average price of the Common Stock during the 20 trading days after such reverse stock split is lower than the closing price of the Common Stock on the trading day immediately prior to the effective date of such reverse stock split (the “Reverse Stock Split Adjustment”), as described in further detail in the Current Report on Form 8-K filed by Catasys with the SEC on May 30, 2014 (the “Most Recent 8-K”). A copy of the form of securities purchase agreement upon which the May 2014 Purchase Agreement was based is included as exhibit 10.1 to the Most Recent 8-K and is hereby incorporated by reference into this Schedule 13D as Exhibit M hereto. The foregoing summary of the terms and conditions of the May 2014 Purchase Agreement, including the Reverse Stock Split Adjustment, is qualified by reference to the actual text of such form, which is hereby incorporated by reference in response to this Item 3.

In connection with Shamus’s purchase of the May 2014 Shares, Catasys also issued to Shamus a warrant (the “May 2014 Warrant”) exercisable for 344,828 shares of Common Stock at the exercise price of $0.58 per share, subject to potential future adjustment pursuant to the provisions of the May 2014 Warrant. The May 2014 Warrant is exercisable immediately and expires on May 27, 2019. A copy of the form of warrant used for the May 2014 Warrant is included as exhibit 4.1 to the Most-Recent 8-K and is hereby incorporated by reference into this Schedule 13D as Exhibit N hereto. The foregoing summary of the May 2014 Warrant is qualified by reference to the actual text of such form, which is hereby incorporated by reference in response to this Item 3.

On January 3, 2014, Mr. Smith transferred all (except one) of the warrants exercisable for Catasys common stock that were held directly by him over to Shamus in a transaction that did not change his ultimate beneficial ownership of such warrants. On May 20, 2014, Mr. Smith transferred all (except 1,388,709) of the shares of Catasys common stock that were held directly by him directly over to Shamus in a transaction that did not change his ultimate beneficial ownership of such warrants.


CUSIP No. 44919F104

  

SCHEDULE 13D/A

  

PAGE 7 OF 9 PAGES

 

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of this Schedule 13D is hereby amended to add the following information:

The information set forth in Item 3 above is incorporated by reference into this Item 4.

Shamus acquired the May 2014 Shares and the May 2014 Warrant for investment purposes.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a), 5(b) and 5(c) of this Schedule 13D is hereby amended and restated as follows:

 

  (a)-(b) Shamus beneficially owns, in the aggregate, 7,776,020 shares of Common Stock (the “Shamus Shares”), representing approximately 27.8% of the outstanding Common Stock.(1) The Shamus Shares are comprised of (i) the 344,828 shares of Common Stock that constitute the May 2014 Shares, (ii) another 2,943,145 shares of Common Stock previously acquired by Shamus, (iii) 344,828 shares of Common Stock issuable upon exercise of the May 2014 Warrant, and (iv) another 4,143,219 shares of Common Stock issuable upon exercise of other warrants already owned by Shamus.

As the sole member of Shamus, the Coast Fund may be deemed to beneficially own all Common Stock beneficially owned by Shamus. Similarly, as the managing general partner of the Coast Fund, Coast Offshore Management may be deemed to beneficially own all Common Stock beneficially owned by the Coast Fund. Except to the extent it is deemed to beneficially own any Common Stock beneficially owned by Shamus, neither the Coast Fund nor Coast Offshore Management beneficially owns any Common Stock.

As the president of Coast Offshore Management, Mr. Smith may be deemed to beneficially own all Common Stock beneficially owned by Coast Offshore Management, Coast Fund and Shamus. In addition, Mr. Smith directly owns (i) 1,388,709 shares of Common Stock and (ii) a warrant exercisable for 3,750 shares of Common Stock. As a result, Mr. Smith may be deemed to beneficially own, in the aggregate, 9,168,479 shares of Common Stock, representing approximately 32.8% of the outstanding Common Stock.

 

  (c) The information set forth in Item 3 above is incorporated by reference into this Item 5(c).

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of this Schedule 13D is hereby amended to add the following information:

The information set forth in Item 3 above is incorporated by reference into this Item 6.

 

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.

Item 7 of this Schedule 13D is hereby amended to add the following information:

 

 

(1)  All calculations of percentage ownership in this Schedule 13D are based on (i) approximately 23,479,256 shares of Common Stock issued and outstanding as of May 27, 2014 after giving effect to all issuances of Common Stock by Catasys through May 27, 2014, according to information provided by Catasys to the Reporting Persons, and (ii) an estimated 4,491,797 shares of Common Stock issuable upon exercise of all warrants held by Mr. Smith and Shamus.


CUSIP No. 44919F104

  

SCHEDULE 13D/A

  

PAGE 8 OF 9 PAGES

 

Exhibit No.

  

Description of Exhibit

M    Form of Securities Purchase Agreement used for the May 2014 Purchase Agreement (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K filed by Catasys with the SEC on May 30, 2014).
N    Form of Warrant used for the May 2014 Warrant (incorporated by reference to exhibit 4.1 of the Current Report on Form 8-K filed by Catasys with the SEC on May 30, 2014).


CUSIP No. 44919F104

  

SCHEDULE 13D/A

  

PAGE 9 OF 9 PAGES

 

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 3, 2014

 

DAVID E. SMITH

/s/ David E. Smith

 

COAST OFFSHORE MANAGEMENT (CAYMAN), LTD.
By:  

/s/ David E. Smith

Name:   David E. Smith
Title:   President

 

THE COAST FUND L.P.
By:   COAST OFFSHORE MANAGEMENT
  (CAYMAN), LTD., its managing general partner
By:  

/s/ David E. Smith

Name:   David E. Smith
Title:   President

 

SHAMUS, LLC
By:   THE COAST FUND L.P., its sole member
By:   COAST OFFSHORE MANAGEMENT
  (CAYMAN), LTD., its managing general partner
By:  

/s/ David E. Smith

Name:   David E. Smith
Title:   President