UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule (13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
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BIOSCRIP, INC.
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(Name of Issuer)
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COMMON STOCK (PAR VALUE $0.0001 PER SHARE)
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(Title of Class of Securities)
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| 09069N108 |
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(CUSIP Number)
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GORDON WOODWARD
Kohlberg & Company
111 Radio Circle
Mt. Kisco, New York 10549
(914) 241-7430
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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With a copy to:
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ANGELO BONVINO, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019 6064
(212) 757-3990
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October 5, 2011
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(Date of Event Which Requires Filing of this Statement)
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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: o
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 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).
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CUSIP No. 09069N108
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SC 13D |
Page 2 of 14
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1
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NAME OF REPORTING PERSON
Kohlberg Management V, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
15,686,149
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
14,889,510
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,686,149
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.18%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 09069N108
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SC 13D |
Page 3 of 14
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1
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NAME OF REPORTING PERSON
Kohlberg Investors V, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
8,654,951
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9
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SOLE DISPOSITIVE POWER
-0-
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|
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10
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SHARED DISPOSITIVE POWER
7,858,312
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,654,951
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.00%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 09069N108
|
SC 13D |
Page 4 of 14
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1
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NAME OF REPORTING PERSON
Kohlberg Partners V, L.P.
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|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) þ
|
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3
|
SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
|
SOLE VOTING POWER
-0-
|
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8
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SHARED VOTING POWER
442,499
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9
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SOLE DISPOSITIVE POWER
-0-
|
|
|
10
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SHARED DISPOSITIVE POWER
442,499
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,499
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|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.77%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 09069N108
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SC 13D |
Page 5 of 14
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1
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NAME OF REPORTING PERSON
Kohlberg Offshore Investors V, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) þ
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
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SHARED VOTING POWER
526,390
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9
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SOLE DISPOSITIVE POWER
-0-
|
|
|
10
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SHARED DISPOSITIVE POWER
526,390
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,390
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|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.91%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 09069N108
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SC 13D |
Page 6 of 14
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1
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NAME OF REPORTING PERSON
Kohlberg TE Investors V, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) þ
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3
|
SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
5,715,246
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9
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SOLE DISPOSITIVE POWER
-0-
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|
|
10
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SHARED DISPOSITIVE POWER
5,715,246
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,715,246
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|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.90%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 09069N108
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SC 13D |
Page 7 of 14
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1
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NAME OF REPORTING PERSON
KOCO Investors V, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) þ
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
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SHARED VOTING POWER
347,063
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|
9
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SOLE DISPOSITIVE POWER
-0-
|
|
|
10
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SHARED DISPOSITIVE POWER
347,063
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,063
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|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.60%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 09069N108
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SC 13D |
Page 8 of 14
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Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed by the undersigned to amend the Schedule 13D filed by the undersigned on April 2, 2010 (the “Schedule 13D”) with respect to the shares of Common Stock, par value $0.0001 per share of BioScrip, Inc. (the “Shares”), a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 100 Clearbrook Road, Elmsford NY 10523.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by deleting the words “on September 25, 2011” at the end of the paragraph and adding the following to the end of the paragraph:
“On October 5, 2011, pursuant to a joint instruction letter from the Issuer and Investors to the Escrow Agent, 1,899,877 Shares were distributed from the Escrow Fund to the CHS Stockholders, of which 1,832,873 were distributed to the Funds.”
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by deleting the paragraph under the heading “Escrow Agreement” and replacing it with the following paragraph:
“On the Closing Date, the Issuer and Investors, as the representative of the CHS Stockholders, entered into an Escrow Agreement (the “Escrow Agreement”), with U.S. Bank National Association, as escrow agent (the “Escrow Agent”), pursuant to which the 2,696,516 Shares were deposited into the Escrow Fund. On October 5, 2011, pursuant to a joint instruction letter from the Issuer and Investors to the Escrow Agent, 1,899,877 Shares were distributed from the Escrow Fund to the CHS Stockholders, of which 1,832,873 were distributed to the Funds. 796,639 Shares remain in the Escrow Fund pending the resolution of certain disputes between the Issuer and the CHS Stockholders and will be released from the Escrow Fund in accordance with the terms of the Agreement and Plan of Merger and the Escrow Agreement. In accordance with the terms of the Escrow Agreement, Investors, as the representative of the CHS Stockholders, may direct the Escrow Agent to exercise voting or consent authority with respect to the 796,639 Shares until such Shares are released from the Escrow Fund to the CHS Stockholders or the Issuer, as applicable. As a result, Investors may be deemed to beneficially own such Shares until they are released from the Escrow Fund.”
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by deleting it in its entirety and replacing it with the following:
“(a and b) The aggregate number of Shares and the percentage of total outstanding Shares beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Shares in this Schedule 13D are based upon the 54,708,017 Shares stated to be outstanding as of August 4, 2011 by the Issuer in the Issuer’s Quarterly Report for the quarterly period ended June 30, 2011 on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011, plus (i) the 3,004,887 Shares issuable to the Reporting Persons upon the exercise of the Warrants.
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CUSIP No. 09069N108
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SC 13D |
Page 9 of 14
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Reporting Person
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Aggregate Number of
Shares and Percentage of the Total Outstanding Shares |
Number of Shares: Sole Power to Vote
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Number of Shares: Shared Power to Vote
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Number of Shares: Sole Power to Dispose
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Number of Shares: Shared Power to Dispose
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Kohlberg Management V, LLC (1) (2)
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15,686,149
27.18%
|
0
|
15,686,149
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0
|
14,889,510
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Kohlberg Investors V, L.P. (2)
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8,654,951
15.00%
|
0
|
8,654,951
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0
|
7,858,312
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Kohlberg Partners V, L.P. (3)
|
442,499
0.77%
|
0
|
442,499
|
0
|
442,499
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Kohlberg Offshore Investors V, L.P. (3)
|
526,390
0.91%
|
0
|
526,390
|
0
|
526,390
|
|
Kohlberg TE Investors V, L.P. (3)
|
5,715,246
9.90%
|
0
|
5,715,246
|
0
|
5,715,246
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KOCO Investors V, L.P. (3)
|
347,063
0.60%
|
0
|
347,063
|
0
|
347,063
|
|
(1)
|
Includes all Shares owned by the Funds. Fund V is the general partner of each Fund and, as a result, may be deemed to beneficially own all of the Shares owned by the Funds. Fund V does not directly own any Shares.
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(2)
|
Includes the remaining 796,639 Shares held in the Escrow Fund. Investors, as the representative of the CHS Stockholders, may direct the Escrow Agent to exercise voting or consent authority with respect to all of the Shares held in the Escrow Fund until the release of such Shares to the CHS Stockholders or the Issuer, as applicable. As a result, Investors may be deemed to beneficially own such Shares until they are released from the Escrow Fund. Investors is no longer deemed to beneficially own the Shares that were released from the Escrow Fund on October 5, 2011 to the other CHS Stockholders.
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(3)
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Such amount does not include such Fund’s pro rata portion of the remaining 796,639 Shares held in the Escrow Fund, which may be released to such Fund in accordance with the Escrow Agreement.
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Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(c) The Reporting Persons have not effected any transactions in the Shares during the past 60 days.
(d and e) Not applicable.”
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No material change.
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CUSIP No. 09069N108
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SC 13D |
Page 10 of 14
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Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the following to the end of Item 7 of the Schedule 13D:
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Exhibit G:
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Agreement relating to the filing of joint acquisition statements, dated as of the date hereof, by and among the Reporting Persons as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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CUSIP No. 09069N108
|
SC 13D |
Page 11 of 14
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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.
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KOHLBERG MANAGEMENT V, L.L.C.
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By:
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/s/ Gordon Woodward
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Name: Gordon Woodward
Title: Vice President
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||||
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KOHLBERG INVESTORS V, L.P.
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||||
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By:
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Kohlberg Management V, L.L.C., its General Partner
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|||
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By:
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/s/ Gordon Woodward
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Name: Gordon Woodward
Title: Vice President
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||||
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KOHLBERG PARTNERS V, L.P.
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||||
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By:
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Kohlberg Management V, L.L.C., its General Partner
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|||
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By:
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/s/ Gordon Woodward
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Name: Gordon Woodward
Title: Vice President
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KOHLBERG OFFSHORE INVESTORS V, L.P.
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||||
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By:
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Kohlberg Management V, L.L.C., its General Partner
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|||
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By:
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/s/ Gordon Woodward
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Name: Gordon Woodward
Title: Vice President
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||||
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KOHLBERG TE INVESTORS V, L.P.
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||||
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By:
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Kohlberg Management V, L.L.C., its General Partner
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|||
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By:
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/s/ Gordon Woodward
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Name: Gordon Woodward
Title: Vice President
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CUSIP No. 09069N108
|
SC 13D |
Page 12 of 14
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KOCO INVESTORS V, L.P.
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||||
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By:
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Kohlberg Management V, L.L.C., its General Partner
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|||
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By:
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/s/ Gordon Woodward
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||
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Name: Gordon Woodward
Title: Vice President
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||||
October 14, 2011
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
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CUSIP No. 09069N108
|
SC 13D |
Page 13 of 14
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Exhibit G
JOINT FILING AGREEMENT
The undersigned agree that this Amendment No. 1 to Schedule 13D dated October 14, 2011 relating to the shares of Common Stock, par value $0.0001 per share, of BioScrip, Inc. shall be filed on behalf of the undersigned.
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KOHLBERG MANAGEMENT V, L.L.C.
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||||
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By:
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/s/ Gordon Woodward
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Name: Gordon Woodward
Title: Vice President
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||||
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KOHLBERG INVESTORS V, L.P.
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||||
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By:
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Kohlberg Management V, L.L.C., its General Partner
|
|||
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By:
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/s/ Gordon Woodward
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|
||
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Name: Gordon Woodward
Title: Vice President
|
||||
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KOHLBERG PARTNERS V, L.P.
|
||||
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By:
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Kohlberg Management V, L.L.C., its General Partner
|
|||
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By:
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/s/ Gordon Woodward
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|
||
|
Name: Gordon Woodward
Title: Vice President
|
||||
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KOHLBERG OFFSHORE INVESTORS V, L.P.
|
||||
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By:
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Kohlberg Management V, L.L.C., its General Partner
|
|||
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By:
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/s/ Gordon Woodward
|
|
||
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Name: Gordon Woodward
Title: Vice President
|
||||
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CUSIP No. 09069N108
|
SC 13D |
Page 14 of 14
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KOHLBERG TE INVESTORS V, L.P.
|
||||
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By:
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Kohlberg Management V, L.L.C., its General Partner
|
|||
|
By:
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/s/ Gordon Woodward
|
|
||
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Name: Gordon Woodward
Title: Vice President
|
||||
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KOCO INVESTORS V, L.P.
|
||||
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By:
|
Kohlberg Management V, L.L.C., its General Partner
|
|||
|
By:
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/s/ Gordon Woodward
|
|
||
|
Name: Gordon Woodward
Title: Vice President
|
||||
October 14, 2011