As filed with the Securities and Exchange Commission on December 29, 2014

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

BioScrip, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

09069N108

(CUSIP Number)

Michael L. Zuppone, Esq.

Paul Hastings LLP

75 East 55th Street

New York, New York 10022

(212) 318-6906

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

December 17, 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  ¨.

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).

 

 

 

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SCHEDULE 13D

 

CUSIP No. 09069N108		Page 2 of 11 Pages

 

1		NAME OF REPORTING PERSON  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Delaware Street Capital Master Fund, L.P. 66-0613158
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   2,848,189
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   2,848,189
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,848,189
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.1%
14		TYPE OF REPORTING PERSON   IV

 

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CUSIP No. 09069N108		Page 3 of 11 Pages

 

1		NAME OF REPORTING PERSON  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   DSC Advisors, L.P. 38-3662495
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
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   2,848,189
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   2,848,189
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,848,189
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.1%
14		TYPE OF REPORTING PERSON   IA

 

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CUSIP No. 09069N108		Page 4 of 11 Pages

 

1		NAME OF REPORTING PERSON  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   DSC Managers, L.L.C. 36-4425033
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
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   2,848,189
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   2,848,189
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,848,189
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.1%
14		TYPE OF REPORTING PERSON   OO

 

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CUSIP No. 09069N108		Page 5 of 11 Pages

 

1		NAME OF REPORTING PERSON  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   DSC Advisors, L.L.C. 36-4425033
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
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   2,848,189
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   2,848,189
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,848,189
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.1%
14		TYPE OF REPORTING PERSON   OO

 

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CUSIP No. 09069N108		Page 6 of 11 Pages

 

1		NAME OF REPORTING PERSON  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Andrew G. Bluhm
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   2,848,189
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   2,848,189
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,848,189
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.1%
14		TYPE OF REPORTING PERSON   IN

 

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CUSIP No. 09069N108		Page 7 of 11 Pages

 

Item 1. Security and Issuer.

The title of the class of equity securities to which this statement relates is Common Stock, par value $0.0001 per share (“Shares”) of BioScrip, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 100 Clearbrook Road, Elmsford, NY 10523.

Item 2. Identity and Background.

This Schedule 13D is filed by the Reporting Persons (as defined below) pursuant to Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.

The Reporting Persons are:

 

(i)

Delaware Street Capital Master Fund, L.P., a Cayman Islands limited partnership (“DSC MF”);

 

(ii)

DSC Managers, L.L.C., a Delaware limited liability company and general partner of DSC MF (“DSCM”);

 

(iii)

DSC Advisors, L.P., a Delaware limited partnership and investment manager of DSC MF (“DSCA LP”);

 

(iv)

DSC Advisors, L.L.C., a Delaware limited liability company and general partner of DSCA LP (“DSCA LLC”); and

 

(v)

Andrew G. Bluhm, a citizen of United States, and a managing member of DSCA LLC.

Each of the Reporting Persons has a business address at 900 North Michigan Avenue, Suite 1600, Chicago, IL 60611.

DSC MF is engaged primarily in the business of investing in securities. DSCA LP is engaged primarily in the business of serving as investment manager of DSC MF. DSCM is engaged primarily in the business of serving as general partner of DSC MF. DSCA LLC is engaged primarily in the business of serving as the general partner of DSCA LP. DSCM is engaged primarily in the business of serving as the general partner of DSC MF. Mr. Bluhm’s present principal occupation or employment is serving as the managing member of DSCA LP, and as such, managing the investment activities of DSC MF.

None of the Reporting Persons, during the past five years, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

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CUSIP No. 09069N108		Page 8 of 11 Pages

 

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 2,848,189 Shares owned by DSC MF is $17,864,641 including brokerage commissions. The Shares owned by DSC MF were acquired with DSC MF’s available funds.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon various factors, including overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may or may not endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons, if they so elect, may from time to time engage in transactions for the purpose of hedging some or all of their positions in the Shares.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis and depending on various factors the Reporting Persons may deem relevant to their investment decision, including, without limitation, the Issuer’s financial position and strategic direction, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may decide to sell some or all of their Shares, or to continue to hold their existing position in the Shares for investment.

Mr. Bluhm and other individuals associated with the Reporting Persons and the Associated Persons (as defined below) have had direct communications with the Issuer’s chief executive officer and with its chairman of the Board of Directors and in connection therewith, they have expressed their interest in the Issuer effecting a change in its Board of Directors and conveyed their intention to recommend candidates for the Board to nominate for election as director at the 2015 annual meeting shareholders. In addition, depending upon the factors mentioned above and other factors the Reporting Persons may deem relevant, the Reporting Persons may in the future take such other actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in discussions with management and/or the Board of Directors of the Issuer concerning the business, operations and strategic direction of the Issuer, communicating with other shareholders of the Issuer, or changing their intention with respect to any and all matters referred to in this Item 4.

Except as set forth herein or such as would occur upon completion of any of the actions discussed above, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

As a result of their association with each other and the circumstances relating to their respective investment in the Issuer under which they have coordinated their purchases of Shares and developed their investment strategy with respect to such investment, the Reporting Persons and Cloud Gate Capital Master Fund LP and certain persons affiliated or associated with it (the “Associated Persons”) may be deemed to constitute a group within the meaning of section 13(d)(3) of the Act. The Associated Persons have concurrently filed a Schedule 13D reporting aggregate beneficial ownership of 1,339,993 shares of Common Stock, representing 2.0% of the outstanding shares of Common Stock. The Reporting Persons and the Associated Persons as a group beneficially own 4,188,182 shares of Common Stock, which represent approximately 6.1% of the outstanding shares of Common Stock (calculated in accordance with Rule 13d-3). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is, for any other purpose, the beneficial owner of any of the shares of Common Stock and each of the Reporting Persons disclaims beneficial ownership as to the shares of Common Stock reported herein or held by any other person for purposes of Section 13(d) of the Act, except to the extent of his or its pecuniary interests therein.

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CUSIP No. 09069N108		Page 9 of 11 Pages

 

Item 5. Interest in Securities of the Issuer.

(a) and (b) The aggregate percentage of Common Stock reported beneficially owned by the Reporting Persons as of the date of filing of this Schedule 13D is based upon 68,636,465 shares of Common Stock issued and outstanding as of November 5, 2014, as reported in the Issuer’s Quarterly Report for the quarterly period ended September 30, 2014 on Form 10-Q, as filed with the Securities and Exchange Commission on November 7, 2014.

DSC MF, as the entity that legally owns the securities, is deemed the direct beneficial owner of 2,848,189 shares of Common Stock. DSCM, as the general partner of DSC MF, is deemed the indirect beneficial owner of 2,848,189 shares of Common Stock. DSCA LP, as the investment manager of DSC MF, is deemed the indirect beneficial owner of 2,848,189 shares of Common Stock. DSCA LLC, as the general partner of the investment manager, is deemed the indirect beneficial owner of 2,848,189 shares of Common Stock. Andrew Bluhm, as the managing member of DSCA LLC, is deemed the indirect beneficial owner of 2,848,189 shares of Common Stock.

(c) During the sixty (60) days through the date of this report, DSC MF purchased the following shares of Common Stock in the open market:

 

Trade Date		# of Shares				Net USD Price/Shr.
11/14/2014			100,000				5.64
11/14/2014			48,059				5.72
11/14/2014			700				5.54
11/17/2014			35,700				5.74
11/18/2014			14,300				5.75
11/18/2014			25,000				5.73
11/19/2014			275,000				5.89
11/19/2014			4,900				5.73
11/20/2014			100,000				5.77
11/21/2014			65,952				5.77
11/24/2014			25,000				5.79
11/24/2014			72,439				5.78
11/25/2014			25,000				6.05
12/2/2014			25,000				6.40

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.

(e) Not applicable.

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CUSIP No. 09069N108		Page 10 of 11 Pages

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

Except as set forth in Item 4 of this Schedule 13D, to the best knowledge of the Reporting Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the Reporting Persons and any other person with respect to the securities of the Issuer.

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CUSIP No. 09069N108		Page 11 of 11 Pages

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit No.		Description
1.		Joint Filing Agreement, dated December 29, 2014

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 29, 2014

 

Exhibit 1

CONSENT AND AGREEMENT TO JOINT FILING

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned persons does hereby consent to and agree to jointly file with the Securities and Exchange Commission a Schedule 13D on behalf of each of them with respect to their beneficial ownership of common stock, par value $0.0001 per share, of BioScrip, Inc., and any future amendments thereto as may be required from time to time.

Dated: December 29, 2014