SURGICARE INC/DE
SC 13D, 2000-12-14
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13 D

                    Under The Securities Exchange Act of 1934
                                (Amendment No. )


                                 SURGICARE, INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   868823 10 5
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                  July 21, 1999
--------------------------------------------------------------------------------
             (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),  Rule 13d-1(f) or Rule  13d-1(g),  check the
following box. [ ]

NOTE: Schedules filed in a paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-1(a) 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. ____868823_10_5________________________
          ---------------


______________________________________________________________________________

(1)       Names of Reporting Persons I.R.S. Identification Nos. of Above Persons

         SURGERY CENTERS OF AMERICA, INC.

--------------------------------------------------------------------------------
(2)       Check the Appropriate Box if a member of a Group (See Instructions)
     (a)   [   ]
     (b)   [   ]


--------------------------------------------------------------------------------
(3)      SEC Use Only


--------------------------------------------------------------------------------
(4)      Source of Funds (See Instructions)

                  OO

--------------------------------------------------------------------------------
(5)      Check if Disclosure of Legal Proceedings is Required Pursuant
         to Items 2(d) or 2(e)          [   ]


--------------------------------------------------------------------------------
(6)      Citizenship or Place of Organization

         OKLAHOMA
--------------------------------------------------------------------------------
(7)      Sole Voting Power

                                    1,095,556
Number of Shares
Beneficially               ________________________________________________
  Owned By                 (8)  Shared Voting Power
     Each
 Reporting                          1,095,556
Person With
                           ------------------------------------------------
                           (9)  Sole Dispositive Power

                                    1,095,556

                           ------------------------------------------------
                           (10)  Shared Dispositive Power

                                    1,095,556



--------------------------------------------------------------------------------
(11)  Aggregate Amount of Beneficially Owned by Each Reporting Person

                  1,095,556

--------------------------------------------------------------------------------
(12)  Check if the Aggregate Amount in Row (11) Excludes Certain
      Shares (See Instructions).         [   ]



--------------------------------------------------------------------------------
(13)  Percent of Class Represented by Amount in Row (11)

                  8.7%

--------------------------------------------------------------------------------
(14)  Type of Reporting Person (See Instructions)

                  CO

--------------------------------------------------------------------------------

_______________________________________________________________________________

(1)     Names of Reporting Persons I.R.S. Identification Nos. of Above Persons

 DR. JOE H. HUFFMYER  (as a control person of Surgery Centers of America, Inc.)

--------------------------------------------------------------------------------
(2)       Check the Appropriate Box if a member of a Group (See Instructions)
     (a)   [   ]
     (b)   [   ]

--------------------------------------------------------------------------------
(3)      SEC Use Only
--------------------------------------------------------------------------------
(4)      Source of Funds (See Instructions)

                  OO
--------------------------------------------------------------------------------

(5)      Check if Disclosure of Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e)          [   ]


--------------------------------------------------------------------------------

(6)      Citizenship or Place of Organization

         U.S.
                            ------------------------------------------------
(7)      Sole Voting Power

                                    1,095,556
Number of Shares
Beneficially               ________________________________________________
  Owned By                 (8)  Shared Voting Power
     Each
 Reporting                          1,095,556
Person With
                           ------------------------------------------------
                           (9)  Sole Dispositive Power

                                    1,095,556

                           ------------------------------------------------
                           (10)  Shared Dispositive Power

                                    1,095,556


--------------------------------------------------------------------------------
(11)  Aggregate Amount of Beneficially Owned by Each Reporting Person

                  1,095,556

--------------------------------------------------------------------------------
(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
       (See Instructions).         [   ]



--------------------------------------------------------------------------------
(13)  Percent of Class Represented by Amount in Row (11)

                  8.7%


--------------------------------------------------------------------------------
(14)  Type of Reporting Person (See Instructions)

                  IN

--------------------------------------------------------------------------------




Item 1.  Security and Issuer

         This  Schedule  13D relates to the Common Stock of  SurgiCare,  Inc., a
Delaware  corporation,  ("SurgiCare") with its principal offices located at 6699
Chimney Rock, Houston, TX 77081.


Item 2.  Identity and Background

         This  Schedule  13D is filed  jointly on behalf of  Surgery  Centers of
America, Inc. ("SCOA "), an Oklahoma limited liability corporation,  and Dr. Joe
H. Huffmyer,  Chairman of the Board and Chief Executive Officer and 96% majority
shareholder of SCOA.  SCOA's principal  business is the management of ambulatory
surgery centers in the United States.  The principal  executive  offices of SCOA
and Dr. Huffmyer are located at 1601 South State Street, Edmond, OK 73013.

         During the last five years, neither SCOA nor Dr. Huffmyer (i) have been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors)  or (ii)  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, or prohibiting or mandating  activities subject to, Unites States
federal or state  securities  laws or finding  violations  with  respect to such
laws.



Item 3.  Source and Amount of Funds or Other Consideration

         SCOA is deemed to have  acquired  beneficial  ownership  of 1,  095,556
shares of SurgiCare, Inc. on July 18, 1999, pursuant to an agreement, dated July
1, 1999, among SurgiCare,  Inc., SCOA and Bellaire SurgiCare, Inc. ("Bellaire"),
a Texas  corporation.  Such shares were issued to SCOA in satisfaction of SCOA's
rights, under a previous management  agreement with Bellaire,  to participate in
the proceeds of any  transaction  resulting in a change of control of Bellaire ,
an in connection with the agreed early termination of that agreement.



Item 4.  Purpose of Transaction

          (a) The shares issued  pursuant to the agreement were received by SCOA
in  satisfaction  of the  rights  of SCOA to  participate  in the  proceeds  and
consideration  of upon a sale and  change in control  of the  surgery  center of
Bellaire, Texas, in which SCOA was a partial owner and operated the center under
a management agreement. To the best knowledge of SCOA, there are no other rights
to  receive  additional  shares of  SurgiCare,  Inc.,  except as  applies to all
holders of Common Stock of SurgiCare.

(b)      Not applicable

(c)      Not applicable

     (d) Dr. Joe H. Huffmyer,  Chairman of the Board and Chief Executive Officer
of SCOA,  was  elected to the Board of  Directors  of  SurgiCare,  Inc. at their
annual meeting of shareholders on July 26, 2000.
(e)      - (j)  Not applicable


Item 5.  Interest in Securities of the Issuer

         (a) - (b) As a result of the  transaction,  SCOA has the power to vote,
or  direct  the  vote,  of  1,  095,556  shares  of  Common  Stock  representing
approximately  8.7 percent of the Common  Stock  outstanding  as of September 7,
2000. In addition, Dr. Joe H. Huffmyer, as the majority 96% shareholder of SCOA,
has the sole power to vote,  or direct  the vote of,  and  dispose or direct the
disposition of 1,095,556 shares of Common Stock of SurgiCare, Inc.

     (c) Except for the receipt of the shares  pursuant to the  execution of the
agreements in July 1999, there have been no transactions in the shares of Common
Stock of  SurgiCare,  Inc.,  by SCOA or, to the best  knowledge of SCOA,  any of
SCOA's officers or directors during the past 60 days.


(d)      Not Applicable

         (e)  Not Applicable


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

         Except  as set forth in this  Schedule  13D,  there  are no  contracts,
arrangements,  understandings  or  relationships  (legal or otherwise) among the
persons  referred to in Item 2 of this  Schedule 13D or between such persons and
any  other  person  with  respect  to  any  of the  securities  of the  Company,
including,  but not limited to, any relating to the transfer or voting of any of
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.

    (i) Joint statement on Schedule 13D, as required by Rule 13d-1(K) under the
Exchange Act.

     (ii)  Letter  Agreement  dated July 29,  1999  between  Surgery  Centers of
America, Inc., Bellaire SurgiCare, Inc. and SurgiCare, Inc.

     (iii) Affiliation  Agreement dated July 29, 1999 between Surgery Centers of
America, Inc. and SurgiCare, Inc.


SIGNATURES

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

Date:  September 15, 2000


Surgery Centers of America, Inc.



By:  ____   /s/  Joe H. Huffmyer_____________________
         -----------------------
         Name:  Joe H. Huffmyer, M.D.
         Title:  Chairman & Chief Executive Officer





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