SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
OPTICARE HEALTH SYSTEMS, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
68 38 6P105
(CUSIP Number)
Ms. Stephney Costello
Palisade Capital
One Bridge Plaza
Fort Lee, New Jersey 07024
(201) 585-7733
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
December 31, 2003
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 Section 240.13d-7(b) 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)
(Continued on the following pages)
(Page 1 of 10)
CUSIP No. 68386P105 Page 2 of 10
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Palisade Capital Management, L.L.C./I.R.S. Identification No. 22-3330049
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
Not Applicable
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
76,129,030*
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 76,129,030*
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,129,030*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.36%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IA
--------------------------------------------------------------------------------
* Palisade Capital Management, L.L.C. ("Palisade"), a New Jersey limited
liability company, is a registered investment advisor that has discretionary
authority over the accounts of its clients. Palisade is the beneficial owner, on
behalf of its clients, of (i) 19,375,000 shares of OptiCare Health Systems, Inc.
(the "Company") common stock, par value $.001 per share (the "Common Stock"),
(ii) an immediately exercisable Warrant ("Warrant") to purchase up to 400,000
additional shares of Common Stock, (iii) 2,880,599.5 shares of the Company's
Series B 12.5% Voting Cumulative Convertible Participating Preferred Stock, par
value $0.001 (the "Series B Preferred Stock"), immediately convertible into
28,805,995 shares of Common Stock, (iv) 7,385,235 shares of Common Stock
representing interest/dividends accrued as of December 31, 2003 on the Series B
Preferred Stock issuable upon conversion of the Series B Preferred Stock, and
(v) 403,256 shares
Page 3 of 10
of Series C Convertible Preferred Stock, par value $.001 (the "Series C
Preferred Stock"), immediately convertible into 20,162,800 shares of Common
Stock. The Warrant, the shares of Series B Preferred Stock, accrued
interest/dividends on the Series B Preferred Stock, the shares of Series C
Preferred Stock, and all shares of Common Stock are held in the account of
Palisade Concentrated Equity Partnership, L.P., a private investment limited
partnership formed by affiliates of Palisade under the laws of the State of
Delaware (the "Partnership").
** Based on 87,148,083 shares of Common Stock outstanding, including (i)
30,394,053 shares of Common Stock outstanding as of December 31, 2003, (ii)
400,000 shares of Common Stock issuable upon exercise of the Warrant held by the
Partnership, (iii) 28,805,995 shares of Common Stock issuable upon conversion of
the Series B Preferred Stock held by the Partnership, (iv) 7,385,235 shares of
Common Stock representing interest/dividends accrued as of December 31, 2003 on
the Series B Preferred Stock issuable upon conversion of the Series B Preferred
Stock held by the Partnership, and (v) 20,162,800 shares of Common Stock
issuable upon conversion of the Series C Preferred Stock held by the
Partnership.
CUSIP No. 68386P105 Page 4 of 10
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Palisade Concentrated Equity Partnership, L.P./
I.R.S. Identification No. 22-3699993
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
Not Applicable
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
76,129,030*
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 76,129,030*
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,129,030*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.36%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
--------------------------------------------------------------------------------
* (i) 19,375,000 shares of Common Stock, (ii) an immediately exercisable Warrant
("Warrant") to purchase up to 400,000 additional shares of Common Stock, (iii)
2,880,599.5 shares of Series B Preferred Stock, immediately convertible into
28,805,995 shares of Common Stock, (iv) 7,385,235 shares of Common Stock
representing interest/dividends accrued as of December 31, 2003 on the Series B
Preferred Stock issuable upon conversion of the Series B Preferred Stock, and
(v) 403,256 shares
Page 5 of 10
of Series C Preferred Stock, immediately convertible into 20,162,800 shares of
Common Stock are held in the account of the Partnership and beneficially owned
by Palisade.
** Based on 87,148,083 shares of Common Stock outstanding, including (i)
30,394,053 shares of Common Stock outstanding as of December 31, 2003, (ii)
400,000 shares of Common Stock issuable upon exercise of the Warrant held by the
Partnership, (iii) 28,805,995 shares of Common Stock issuable upon conversion of
the Series B Preferred Stock held by the Partnership, (iv) 7,385,235 shares of
Common Stock representing interest/dividends accrued as of December 31, 2003 on
the Series B Preferred Stock issuable upon conversion of the Series B Preferred
Stock held by the Partnership, and (v) 20,162,800 shares of Common Stock
issuable upon conversion of the Series C Preferred Stock held by the
Partnership.
CUSIP No. 68386P105 Page 6 of 10
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Palisade Concentrated Holdings, L.L.C./I.R.S. Identification No. 22-3699991
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
Not Applicable
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
76,129,030*
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 76,129,030*
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,129,030*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.36%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
--------------------------------------------------------------------------------
* (i) 19,375,000 shares of Common Stock, (ii) an immediately exercisable Warrant
("Warrant") to purchase up to 400,000 additional shares of Common Stock, (iii)
2,880,599.5 shares of Series B Preferred Stock, immediately convertible into
28,805,995 shares of Common Stock, (iv) 7,385,235 shares of Common Stock
representing interest/dividends accrued as of December 31, 2003 on the Series B
Preferred Stock issuable upon conversion of the Series B Preferred Stock, and
(v) 403,256 shares
Page 7 of 10
of Series C Preferred Stock, immediately convertible into 20,162,800 shares of
Common Stock are held in the account of the Partnership and beneficially owned
by Palisade.
** Based on 87,148,083 shares of Common Stock outstanding, including (i)
30,394,053 shares of Common Stock outstanding as of December 31, 2003, (ii)
400,000 shares of Common Stock issuable upon exercise of the Warrant held by the
Partnership, (iii) 28,805,995 shares of Common Stock issuable upon conversion of
the Series B Preferred Stock held by the Partnership, (iv) 7,385,235 shares of
Common Stock representing interest/dividends accrued as of December 31, 2003 on
the Series B Preferred Stock issuable upon conversion of the Series B Preferred
Stock held by the Partnership, and (v) 20,162,800 shares of Common Stock
issuable upon conversion of the Series C Preferred Stock held by the
Partnership.
CUSIP No. 68386P105 Page 8 of 10
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Eric J. Bertrand /I.R.S. Identification No.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
Not Applicable
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
54,300*
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 54,300*
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,300*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): |_|
Not Applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0018%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
--------------------------------------------------------------------------------
* Mr. Bertrand individually beneficially owns 54,300 shares. Mr. Bertrand has
sole voting and dispositive power over such 54,300 shares. Mr. Bertrand is a
member of the General Partner, but is not a member of Palisade or the
Partnership, and thus has no shared or dispositive power over the 76,129,030
shares beneficially owned by Palisade. See item 2.
** Based on 30,394,053 shares of Common Stock outstanding as of December 31,
2003.
Page 9 of 10
Palisade Capital Management, L.L.C. ("Palisade") hereby amends its
Schedule 13D/A, filed with the Securities and Exchange Commission on June 5,
2003, relating to the shares of Opticare Health Systems, Inc. (the "Company")
common stock, $.001 par value (the "Common Stock"), as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended in its entirety as follows:
On May 12, 2003, the Partnership exchanged the entire amount of principal
and interest due under a Senior Subordinated Secured Note dated January 25, 2002
(the "Note"), equal to $16,130,232 into 403,256 shares of Series C Preferred
Stock, par value $0.001 per share (the "Series C Preferred Stock").
Item 4. Purpose of Transaction.
Item 4 is hereby amended in its entirety as follows:
The Partnership exchanged its Note to increase its shareholder position
and to generate cash proceeds for the Company which has been used, in part, to
pay down the Company's debt.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
As of the close of business on December 31, 2003, there were 87148,083
shares of Common Stock outstanding, including (i) 30,394,053 shares of Common
Stock outstanding as of December 31, 2003, (ii) 400,000 shares of Common Stock
issuable upon exercise of the Warrant held by the Partnership, (iii) 28,805,995
shares of Common Stock issuable upon conversion of the Series B Preferred Stock
held by the Partnership, (iv) 7,385,235 shares of Common Stock representing
interest/dividends accrued as of December 31, 2003 on the Series B Preferred
Stock issuable upon conversion of the Series B Preferred Stock held by the
Partnership, and (v) 20,162,800 shares of Common Stock issuable upon conversion
of the Series C Preferred Stock held by the Partnership.
As of such date, (i) 19,375,000 shares (22.24%) of the Common Stock, (ii)
2,880,599.5 shares of Series B Preferred Stock, currently convertible into
28,805,995 shares of Common Stock (33.06%), (iii) a warrant currently
exercisable to purchase up to an additional 400,000 shares of Common Stock
(0.46%), (iv) 7,385,235 shares of Common Stock representing interest/dividends
accrued as of December 31, 2003 on the Series B Preferred Stock issuable upon
conversion of the Series B Preferred Stock (8.48%), and (v) 403,256 shares of
Series C Preferred Stock, currently
Page 10 of 10
convertible into 20,162,800 shares of Common Stock (23.14%) are held by the
Partnership in an account over which Palisade has investment discretion.
Palisade possesses sole power to vote and direct the disposition of all shares
of the Common Stock, the Series B Preferred Stock, and the Series C Preferred
Stock beneficially owned by it. Pursuant to Regulation Section 240.13d-3,
Palisade may be deemed to beneficially own 76,129,030 shares of the Common
Stock, or 87.36% of the Common Stock deemed issued and outstanding. The above
does not include 54,300 shares of Common Stock owned of record and beneficially
by Eric J. Bertrand, who is a member of the General Partner, but not a member of
Palisade or the Partnership. Mr. Bertrand has sole voting and dispositive power
over such 54,300 shares of Common Stock and Palisade, the General Partner and
the Partnership disclaim any beneficial ownership with respect thereto.
During the past 60 days, there were no transactions in shares of the Common
Stock, or any securities directly or indirectly convertible into or exchangeable
for shares of the Common Stock, by the Reporting Persons or any person or entity
controlled by them or any person or entity for which they possess voting or
investment control over the securities thereof except as set forth above.
Signature
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
February 12, 2004
/s/ Steven E. Berman,
--------------------
in his capacity as a member of each of
Palisade Capital Management, L.L.C. and
Palisade Concentrated Holdings, L.L.C.,
the general partner of Palisade
Concentrated Equity Partnership, L.P.
/s/ Eric J. Bertrand, individually
--------------------
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)