SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D/A
(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)
Under the Securities Exchange Act of
1934
(Amendment No. 5)*
ADCARE
HEALTH SYSTEMS, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
000650W300
(CUSIP Number)
Michael J. Fox
Park City Capital, LLC
200 Crescent Court, Suite 1575
Dallas, Texas 75201
(214) 855-0800
With a Copy to:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
February 20, 2015
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 §
240.13d-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. 000650W300 |
13D/A |
Page 2 of 9
Pages
|
1 |
NAME OF REPORTING PERSON
PARK CITY CAPITAL OFFSHORE MASTER, LTD. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b) ¨ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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
|
0 |
8 |
SHARED VOTING POWER
|
1,198,390* |
9 |
SOLE DISPOSITIVE POWER
|
0 |
10 |
SHARED DISPOSITIVE POWER
|
1,198,390* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,198,390* |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%** |
|
14 |
TYPE OF REPORTING PERSON
CO |
|
*Includes (1) 10% Subordinated Convertible
Notes due April 30, 2015 convertible at the option of the holder into 222,222 shares of Common Stock and (2) warrants to purchase
328,418 shares of Common Stock.
**Based on 19,220,903 shares of Common
Stock issued and outstanding as of January 2, 2015, as reported in the Company’s registration statement on Form S-3, filed
with the SEC on January 13, 2015.
CUSIP
No. 000650W300 |
13D/A |
Page 3 of 9
Pages
|
1 |
NAME OF REPORTING PERSON
PARK CITY SPECIAL OPPORTUNITY FUND, LP |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b) ¨ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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 |
8 |
SHARED VOTING POWER
|
102,250 |
9 |
SOLE DISPOSITIVE POWER
|
0 |
10 |
SHARED DISPOSITIVE POWER
|
102,250 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
102,250 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% |
|
14 |
TYPE OF REPORTING PERSON
PN |
|
CUSIP
No. 000650W300 |
13D/A |
Page 4 of 9
Pages
|
1 |
NAME OF REPORTING PERSON
PARK CITY CAPITAL, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b) ¨ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
|
0 |
8 |
SHARED VOTING POWER
|
1,300,640* |
9 |
SOLE DISPOSITIVE POWER
|
0 |
10 |
SHARED DISPOSITIVE POWER
|
1,300,640* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,300,640* |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%** |
|
14 |
TYPE OF REPORTING PERSON
IA |
|
*Includes (1) 10% Subordinated Convertible
Notes due April 30, 2015 convertible at the option of the holder into 222,222 shares of Common Stock and (2) warrants to purchase
328,418 shares of Common Stock.
**Based on 19,220,903 shares of Common
Stock issued and outstanding as of January 2, 2015, as reported in the Company’s registration statement on Form S-3, filed
with the SEC on January 13, 2015.
CUSIP
No. 000650W300 |
13D/A |
Page 5 of 9
Pages
|
1 |
NAME OF REPORTING PERSON
PCC SOF GP, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b) ¨ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
|
0 |
8 |
SHARED VOTING POWER
|
102,250 |
9 |
SOLE DISPOSITIVE POWER
|
0 |
10 |
SHARED DISPOSITIVE POWER
|
102,250 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
102,250 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP
No. 000650W300 |
13D/A |
Page 6 of 9
Pages
|
1 |
NAME OF REPORTING PERSON
MICHAEL J. FOX
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b) ¨ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
PF; OO |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING
|
73,532* |
8 |
SHARED VOTING POWER
|
1,300,640** |
9 |
SOLE DISPOSITIVE POWER
|
73,532* |
10 |
SHARED DISPOSITIVE POWER
|
1,300,640** |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,374,172 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%*** |
|
14 |
TYPE OF REPORTING PERSON
IN |
|
*Represents stock options held by Mr.
Fox.
**Includes (1) 10% Subordinated Convertible
Notes due April 30, 2015 convertible at the option of the holder into 222,222 shares of Common Stock and (2) warrants to purchase
328,418 shares of Common Stock.
*** Based on 19,220,903 shares of Common
Stock issued and outstanding as of January 2, 2015, as reported in the Company’s registration statement on Form S-3, filed
with the SEC on January 13, 2015.
CUSIP No. 000650W300 |
13D/A |
Page 7 of 9
Pages
|
This Amendment No.
5 (this “Amendment No. 5”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange
Commission (the “SEC”) on April 4, 2013, as amended to date (the “Schedule 13D”), with respect to the
Common Stock, no par value (the “Common Stock”), of AdCare Health Systems, Inc., a Georgia corporation (the “Company”).
Except as amended and supplemented by this Amendment No. 5 (as so amended and supplemented, this “Statement”), the
Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
The Master Fund purchased
warrants exercisable for up to 109,472 shares of Common Stock (the “1B Warrants”) in a private transaction on February
20, 2015. The Warrants were fully vested on the date of purchase and are exercisable for the purchase of 109,472 shares of Common
Stock at an exercise price of $1.93 per share. The source of funds used in purchasing the 1B Warrants was working capital of the
Master Fund. The total aggregate cost for purchasing the 1B Warrants was $281,343.04.
On December 17, 2014,
the Company issued to Mr. Fox, as a director of the Company, stock options to purchase 51,865 shares of Common Stock, at an exercise
price of $3.90 per share, pursuant to the Company’s 2011 Stock Option Plan and in respect of 2015 compensation. The stock
options are exercisable in three installments on each anniversary of the grant date for the next three years and expire on December
17, 2024.
Item 5. Interest in Securities of the Issuer.
(a) The
Reporting Persons beneficially own in the aggregate 1,374,172 shares of Common Stock, which represents approximately 7.1%
of the Company’s outstanding shares of Common Stock. The Master Fund, the Special Opportunity Fund, and Mr. Fox (with respect
to his stock options) directly hold the number and percentage of shares of Common Stock disclosed as beneficially owned by them
in the applicable table set forth on the cover page to this Statement.
The percentage ownership
of shares of Common Stock set forth in this Statement is based on the 19,220,903 shares of Common Stock issued and outstanding
as of January 2, 2015, as reported in the Company’s registration statement on Form S-3, filed with the SEC on January 13,
2015.
(b) The
Master Fund beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed
as beneficially owned by the Master Fund in the applicable table set forth on the cover page to this Statement.
The Special Opportunity
Fund beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed
as beneficially owned by the Special Opportunity Fund in the applicable table set forth on the cover page to this Statement.
As adviser to the
Master Fund and the Special Opportunity Fund, Park City Adviser may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of) the respective Funds’ shares of Common Stock. Park City
Adviser expressly disclaims beneficial ownership of those Funds’ shares of Common Stock, except to the extent of its pecuniary
interest therein.
As general partner
of the Special Opportunity Fund, the Special Opportunity Fund GP may be deemed to have the shared power to vote or direct the
vote of (and the shared power to dispose or direct the disposition of) the Special Opportunity Fund’s shares of Common Stock.
The Special Opportunity Fund GP disclaims beneficial ownership of the Special Opportunity Fund’s shares of Common Stock,
except to the extent of its pecuniary interest therein.
CUSIP No. 000650W300 |
13D/A |
Page 8 of 9
Pages
|
As the managing member of Park City Adviser,
which is the investment manager of the Master Fund and the Special Opportunity Fund, and as the managing member of the Special
Opportunity Fund GP, which is the general partner of the Special Opportunity Fund, Mr. Fox may be deemed to have the shared power
to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Master Fund’s shares of
Common Stock and the Special Opportunity Fund’s shares of Common Stock. Mr. Fox disclaims beneficial ownership of those
Funds’ shares of Common Stock, except to the extent of his pecuniary interest therein. Mr. Fox also directly holds stock
options to purchase certain shares of Common Stock, as set forth in the applicable table included on the cover page to this Statement.
(c) The purchase of the 1B Warrants by the Master Fund on
February 20, 2015 is described in Item 3 of this Statement.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Discussion in Items 3 and 7 of this Statement
is hereby incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
The following documents are filed as exhibits
to this Amendment No. 5:
| 99.1 | Purchase Agreement, dated as of February 20, 2015, by
and between Park City Capital Offshore Master, Ltd. and David A. Tenwick. |
| 99.2 | Amended and Restated Warrant to purchase 109,472 shares
of the Company’s Common Stock (Warrant No. 1B). |
CUSIP No. 000650W300 |
13D/A |
Page 9 of 9
Pages
|
SIGNATURE
After reasonable inquiry
and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true,
complete and correct.
In accordance with
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: February 23, 2015
PARK CITY CAPITAL OFFSHORE
MASTER, LTD. |
|
PARK CITY CAPITAL, LLC |
|
|
|
|
|
By: |
/s/ Michael J. Fox |
|
By: |
/s/ Michael J. Fox |
|
Michael J. Fox, |
|
|
Michael J. Fox, |
|
Director |
|
|
Manager |
|
|
|
|
|
PCC SOF GP LLC |
|
MICHAEL J. FOX |
|
|
|
|
|
By: |
/s/ Michael J. Fox |
|
By: |
/s/ Michael J. Fox |
|
Michael J. Fox, |
|
|
Michael J. Fox |
|
Managing Member |
|
|
|
|
|
|
|
|
PARK CITY CAPITAL SPECIAL
OPPORTUNITY FUND, LP |
|
|
|
|
|
|
|
|
By: |
PCC SOF GP LLC, its general partner |
|
|
|
|
|
|
|
|
By: |
/s/ Michael J. Fox |
|
|
|
|
Michael J. Fox, |
|
|
|
|
Managing Member |
|
|
|
Exhibit 99.1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT
(this “Agreement”) is made and entered into as of February 20, 2015 by and between Park City Capital Offshore
Master, Ltd., a Cayman Islands exempted company (“Purchaser”), and David A. Tenwick, an individual (“Seller”).
Purchaser and Seller are sometimes referred to herein collectively as the “Parties.”
WHEREAS,
as the date hereof, Seller holds an Amended and Restated Warrant to purchase 109,472 shares of common stock, no par value (“Common
Stock”), of Adcare Health Systems, Inc., a Georgia corporation (the “Company”), at an exercise price
of $1.93 per share, originally issued November 30, 2009, replacement warrant issued May 15, 2014, which is Warrant No. 1B (Reissued)
(the “1B Warrant”);
WHEREAS,
Purchaser desires to purchase the 1B Warrant from Seller pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE,
the Parties hereby agree as follows:
1. Sale.
Seller hereby sells, assigns, transfers, conveys and delivers to Purchaser, and Purchaser hereby purchases from Seller, the
1B Warrant, free and clear of all liens, mortgages, pledges, security interests, claims, encumbrances, restrictions, charges and
third party rights of any kind.
2. Purchase
Price. Purchaser shall pay to Seller in cash $2.57 per share for each share of Common Stock purchasable under the 1B Warrant,
or an aggregate of $281,343.04. The aggregate purchase price payable under this Agreement for the 1B Warrant is $281,343.04.
3. Closing.
Promptly after the execution of this Agreement, Seller shall execute and deliver to the Company a Notice of Assignment under
the 1B Warrant and effectuating the transfer set forth in Section 1. Promptly after the Company has prepared a new Warrant certificate
or certificates in the name of Purchaser representing all of the shares of Common Stock purchasable under the 1B Warrant (the “New
Warrant Certificates”) and provided notice to Purchaser that the transfer under Section 1 will be honored by the Company
and that the New Warrant Certificates are being held in escrow by the Company subject only to Seller’s confirmation of receipt
of the purchase price hereunder, Purchaser shall pay the aggregate purchase price by wire transfer to the account designated by
Seller. Immediately after Seller has received the purchase price, Seller shall instruct the Company to release the New Warrant
Certificates to Purchaser. Seller shall not be relieved of his obligations hereunder until the New Warrant Certificates have been
received by Purchaser.
4. Warranties
of Seller. Seller hereby represents and warrants to Purchaser that:
a. Authority.
Seller has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated
hereby and to perform his obligations pursuant to this Agreement and the documents executed in connection herewith.
b. Ownership of
Warrant. Seller is the owner of all right, title and interest (legal and beneficial) in and to the 1B Warrant and has good,
valid and marketable title to the 1B Warrant, in each case free and clear of all liens, mortgages, pledges, security interests,
claims, encumbrances, restrictions, charges and third party rights of any kind, whether voluntary or involuntary. Seller has the
right to transfer the 1B Warrant as provided under Section 1.
c. Terms of Warrant.
As of the date hereof, the 1B Warrant is fully vested and exercisable for the purchase of 109,472 shares of Common Stock of the
Company at a purchase price of $1.93 per share. There have been no amendments to the 1B Warrant other than those reflected in the
May 15, 2014 reissuance.
5. Warranties
of Purchaser. Purchaser hereby represents and warrants to Seller that:
a. Authority.
Purchaser has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated
hereby and to perform its obligations pursuant to this Agreement and the documents executed in connection herewith.
6. Transfer
Effectiveness. The transfer of the 1B Warrant shall be effective as of the date of this Agreement. Seller disclaims
any rights under the 1B Warrant transferred hereunder accruing as of or after the date hereof.
7. Entire Agreement;
Amendment and Termination. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter
hereof. All prior agreements among the Parties concerning the subject matter hereof, whether written or oral, are merged herein
and shall be of no force or effect. This Agreement cannot be altered, modified or discharged orally but only by an agreement in
writing among the Parties.
8. Benefit.
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their legal representatives, successors
and assigns.
9. Further Assurances.
The Parties hereby agree to execute and deliver such further documents and instruments and do such further acts as may be required
to carry out the intent and purposes of this Agreement.
10. Governing
Law. This Agreement shall be construed in accordance with the laws of the State of Georgia, notwithstanding any conflict
of law provision to the contrary.
11. Counterparts;
Electronic Execution. This Agreement may be executed in two counterparts, each of which shall be deemed an original and
each of which shall, taken together, be considered one and the same agreement. Executions that are faxed or received via electronic
mail shall be deemed originals.
IN WITNESS WHEREOF,
the Parties have executed this Agreement as of the date set forth above.
SELLER: |
|
PURCHASER: |
|
|
|
|
|
Park City Capital Offshore Master, Ltd. |
|
|
|
/s/ David A. Tenwick |
|
By: |
/s/ Michael Fox |
David A. Tenwick |
|
Name: |
Michael Fox |
|
|
Title: |
Director |
Exhibit 99.2
Adcare Health Systems (GA) (delisted) (AMEX:ADK)
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