<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
INFOCURE CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
45665A105
(Cusip Number)
MELVYN CRAW
CRESCENT INTERNATIONAL LIMITED
C/O GREENLIGHT (SWITZERLAND) SA
84, AV LOUIS-CASAI, P.O. BOX 42
1216 GENEVA, COINTRIN
SWITZERLAND
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
SARA P. HANKS, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NY 10166
(212) 878-8000
JANUARY 21, 1999
(Date of event which requires filing of this statement)
|_| Check box 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 Rule 13d-1(b)(3)
or (4).
|_| Check box if a fee is being paid with the statement.
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<TABLE>
<CAPTION>
CUSIP No._ 45665A108 13D Page 2
<S> <C> <C>
============ =======================================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
CRESCENT INTERNATIONAL LIMITED
============ =======================================================================================================
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
============ =======================================================================================================
3. SEC USE ONLY
============ =======================================================================================================
4. SOURCES OF FUNDS
WC
============ =======================================================================================================
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|_|
============ =======================================================================================================
6. CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
============ =======================================================================================================
7. SOLE VOTING POWER
NUMBER OF
UNITS 549,983
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 549,983
PERSON WITH
9. SOLE DISPOSITIVE POWER
549,983
10. SHARED DISPOSITIVE POWER
549,983
============ =======================================================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,983
============ =======================================================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|-|
============ =======================================================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
============ =======================================================================================================
14. TYPE OF REPORTING PERSON
CO
============ =======================================================================================================
</TABLE>
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<TABLE>
<CAPTION>
CUSIP No. _ 45665A108 13D Page 3
<S> <C> <C>
============ =======================================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
DMI TRUST
============ =======================================================================================================
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
============ =======================================================================================================
3. SEC USE ONLY
============ =======================================================================================================
4. SOURCES OF FUNDS
NOT APPLICABLE
============ =======================================================================================================
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|_|
============ =======================================================================================================
6. CITIZENSHIP OR PLACE OF ORGANIZATION
BAHAMAS
============ =======================================================================================================
7. SOLE VOTING POWER
NUMBER OF
UNITS None
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 549,983
PERSON WITH
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
549,983
============ =======================================================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,983
============ =======================================================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|-|
============ =======================================================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
============ =======================================================================================================
14. TYPE OF REPORTING PERSON
OO
============ =======================================================================================================
</TABLE>
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SCHEDULE 13D
FILED PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This Amendment No. 1 which relates to shares of the common stock, par
value $0.001 per share (the "Common Stock")(1), of InfoCure Corp., a Delaware
corporation (the "Issuer") and is being filed jointly by DMI Trust ("DMI") and
Crescent International Limited ("Crescent"), supplements and amends the
statement on Schedule 13D originally filed with the Commission on December 22,
1998 (as amended, the "Statement").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used by Crescent to purchase the
449,983 shares of Common Stock and the Warrant (as defined in Item 5) was
approximately $7,000,000. The aggregate amount of funds to be used by Crescent
to purchase the 100,000 shares of Common Stock through exercise of the Warrant
is currently anticipated to be approximately $2,300,000. Crescent has used and
will use its working capital to make such purchases.
ITEM 4. PURPOSE OF THE TRANSACTION.
Crescent acquired shares of the Common Stock of the Issuer for
investment purposes. None of the Reporting Persons has any current plans or
proposals which relate to or would result in (a) the acquisition by any person
of additional securities of the Issuer or the disposition of any such
securities, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (d) any material change in the present capitalization or
dividend policy of the Issuer, (e) any other material change in the Issuer's
business or corporate structure, (f) any other material change in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person, (g) a class of
securities of the Issuer being delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (h) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, or (i) any action similar to
any of the enumerated actions in (a) through (h) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Crescent owns 449,983 shares of the Common Stock of the Issuer
(the "Common Stock") representing 6.7% of the 6,681,576 shares of Common Stock
outstanding as of the date hereof.
Crescent also owns a warrant (the "Warrant") to purchase
100,000 shares of the Common Stock of the Issuer. The warrant is exercisable by
Crescent at any time before September 28, 2003. Accordingly, pursuant to the
Warrant, Crescent owns beneficially 100,000 shares of the Common Stock of the
Issuer, and owns beneficially in total 549,983 shares of Common Stock,
representing approximately 8.2% of the as adjusted shares of the Common Stock
outstanding.
DMI may be deemed to be a beneficial owner of the shares of
Common Stock of the Issuer beneficially owned by Crescent by reason of the
ownership by DMI of 100 percent of the capital stock of Crescent. Accordingly,
for purposes of this Statement: (i) Crescent is reporting that it shares the
power to vote or direct the vote and the power to dispose or direct the
disposition of the total of 549,983 shares of Common Stock beneficially owned by
it and (ii) DMI is reporting that it shares the power to vote or direct the vote
and the power to dispose or direct the disposition of the 549,983 shares of
- ------------------
(1) The par value of the Common Stock was incorrectly reported as $0.01 in the
original Statement.
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Common Stock beneficially owned by Crescent, such number of shares representing
approximately 8.2% of the as adjusted shares of Common Stock outstanding.
(c) On January 21, 1999, pursuant to the terms of the Stock Purchase
Agreement, dated September 28, 1998, by and between Crescent and the Issuer, and
the Side Letter (as defined in Item 6), Crescent acquired 80,000 shares of
Common Stock of the Issuer for a purchase price of approximately $2,000,000.
Such 80,000 shares are included within the 549,983 shares described above.
Other than as described above, Crescent has the sole power to
vote or direct the vote and to dispose or direct the disposition of all the
shares of Common Stock stated to be beneficially owned by Crescent in Item 5(a)
hereof.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The description that follows of certain provisions of the Side Letter
included as Exhibit 7.4 hereto is not, and does purport to be, complete, and is
qualified in its entirety by reference to such Exhibit.
Crescent and the Issuer entered into a Side Letter, dated January 21,
1999 (the "Side Letter"), pursuant to which the Issuer issued and sold to
Crescent 80,000 shares of Common Stock.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, no contracts, arrangements, understandings or relationships (legal or
otherwise) between the Reporting Persons and any other person exists with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.4 Side Letter, by and between InfoCure Corporation and
Crescent International Limited, dated as of January 21, 1999.
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SIGNATURES
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: February 1, 1999
CRESCENT INTERNATIONAL LIMITED
By: /s/ Omar Ali
Omar Ali
Director
DMI TRUST
By: /s/ Omar Ali
Omar Ali
Director
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SCHEDULE I
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
CRESCENT INTERNATIONAL LIMITED
Set forth in the table below is the name and the present principal
occupation or employment of each of the directors and executive officers of
Crescent International Limited. Except as otherwise stated, each person listed
below has a principal business address of Clarendon House, 2 Church Street,
Hamilton HM 11.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment Citizenship
- ---- ------------------------------------------ -----------
<S> <C> <C>
Omar Ali(2) Director of Crescent International Limited Somalian
Donald Malcolm Director of Crescent International Limited British
David Astwood Director of Crescent International Limited British
Osama Mohamed Ali Secretary of Crescent International Limited Swiss
John Thompson Assistant Secretary of Crescent International Limited British
</TABLE>
- ------------------
(2) Mr. Ali has a principal business address of 84, av. Louis Casai, P.O. Box
42, 1216 Geneva, Cointrin, Switzerland.
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SCHEDULE II
INFORMATION REGARDING THE TRUST ADMINISTRATOR OF
DMI TRUST
DMI Trust has a trust administrator, DMI SA. Set forth in the table
below is the name and the present principal occupation or employment of each of
the directors of the trust administrator of DMI Trust. Each person listed below
has a principal business address of 84, av Louis Casai, P.O. Box 42, 1216
Geneva, Cointrin, Switzerland.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment Citizenship
- ---- ------------------------------------------ -----------
<S> <C> <C>
Mohamed Al-Faisal Director of Dar Al Maal Al-Islami (DMI) SA Saudi Arabian
Omar Ali Director of Crescent International Limited Somalian
Pierre Besuchet Director of Dar Al Maal Al-Islami (DMI) SA Swiss
Lucien Rouillier Director of Dar Al Maal Al-Islami (DMI) SA Swiss
Moustapha Hosny Director of Dar Al Maal Al-Islami (DMI) SA Swiss
</TABLE>
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<PAGE> 1
Exhibit 7.4
January 21, 1999
VIA FACSIMILE NO: 011.41.22.929.5394
Crescent International Limited
c/o Greenlight (Switzerland) SA
84, av Louis-Casai, P.O. Box 161
CH-1216 Cointrin / Geneva,
Switzerland
Attention: Melvyn Craw / Maxi Brezzi
RE: PROPOSED THIRD PUT
Dear Mel and Maxi:
This letter will set forth the terms of a proposed third put under the Stock
Purchase Agreement between InfoCure Corporation and Crescent International
Limited dated September 28, 1998 ("Purchase Agreement"). Capitalized terms not
otherwise defined herein have the meanings assigned by the Purchase Agreement.
We propose the terms of this letter for acceptance in whole. If you agree to
these terms, please sign below and return this letter.
1. Third Put. Crescent hereby waives, solely for the purposes of the Third Put
(as hereafter defined) all conditions set forth in Section 7.2(a) and (b) of the
Purchase Agreement and hereby accepts this letter as notice of a third put (the
"third Put") under the Purchase Agreement in the amount of US $2.0 million.
Notwithstanding the terms of the Purchase Agreement, the Purchase Price for the
Third Put shall be $25.00. The number of Put Shares that Crescent shall receive
pursuant to the Third Put (the "Third Put Shares") shall be 80,000, which is
determined by dividing US $2.0 million by the Purchase Price for the Third Put.
The Closing shall be held concurrent with the date this letter is signed by both
parties hereto.
2. Required Registration. Crescent agrees that InfoCure shall not be required to
file the Initial Registration Statement or any Subsequent Registration Statement
(as such terms are defined in the Registration Rights Agreement between Crescent
and InfoCure dated September 28, 1998) until March 31, 1999, or if earlier on
the date that InfoCure files a Registration Statement (or an amendment thereto)
for an underwritten secondary public offering of its Common Stock. Crescent also
acknowledges that InfoCure has not failed to comply with the covenants,
conditions and agreements of the Registration Rights Agreement for purposes of
determining compliance with the conditions set forth at Section 7.2(d) of the
Purchase Agreement.
3. No Waiver. Except as expressly provided in this Letter, none of the Purchase
Agreement, the Registration Rights Agreement or any term thereof shall be deemed
to be amended, waived, discharged or terminated.
<PAGE> 2
If these terms are acceptable, please sign and return this letter.
Respectfully,
INFOCURE CORPORATION
/s/ Richard Perlman, Chairman
- ----------------------------------
By: Richard Perlman, Chairman
CRESCENT INTERNATIONAL LIMITED
/s/ Melvyn Craw
- -----------------------------------
By: Melvyn Craw
