UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cybear, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
232 43P 103
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(CUSIP Number)
Scott Lodin, Esq.
Vice President and General Counsel
Andrx Corporation
4001 Southwest 47th Avenue
Ft. Lauderdale, Florida 33314
With a copy to:
Dale S. Bergman, Esq.
Broad and Cassel
201 South Biscayne Blvd.
Suite 3000
Miami, Florida 33131
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 20, 1999
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(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
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
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SCHEDULE 13D
<TABLE>
<CAPTION>
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CUSIP NO. 232 43P 103
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<S> <C>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Andrx Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF 7 SOLE VOTING POWER
SHARES 12,877,054
BENEFICIALLY --------- -----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --------- -----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,877,054
WITH --------- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,877,054
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of common stock, $.001
par value per share (the "Common Stock"), of Cybear, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive office is located
at 5000 Blue Lake Drive, Suite 200, Boca Raton, Florida 33431.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed on behalf of Andrx Corporation
("Andrx").
(b) The business address of Andrx is 4001 Southwest 47th Avenue, Ft.
Lauderdale, Florida 33314.
(c) Andrx is a Florida corporation which formulates and commercializes
controlled-release oral pharmaceuticals using proprietary drug delivery
technologies. Andrx also markets and distributes generic drugs manufactured by
third parties. Through the Issuer, a 73%-owned subsidiary, Andrx uses the
Internet and Internet-based applications to improve the efficiency of day-to-day
administrative and communications tasks and healthcare providers that interact
to manage patient care.
(d) During the last five years, neither Andrx nor any of its officers
or directors has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither Andrx nor any of its officers
or directors was 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 federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In November 1998, the Issuer acquired all of the outstanding capital
stock of Cybear, Inc., a Florida corporation ("CYF") and majority owned
subsidiary of Andrx, by merger of CYF with a wholly-owned subsidiary of the
Issuer. Upon consummation of such transaction, the Issuer issued to Andrx
12,536,667 shares of the Common Stock and the Issuer became a majority-owned
subsidiary of Andrx.
Andrx funded CYF's capital needs since inception until the June 1999
secondary public offering. In July 1999, following such public offering, Andrx
converted approximately $7.4 million in advances due from the Issuer into
465,387 shares of Common Stock at the price per share in the public offering.
In October 1999, Andrx sold 125,000 shares of Common Stock to the
Issuer's President and Chief Executive Officer for $375,000 pursuant to an
option previously granted to such person.
ITEM 4. PURPOSE OF TRANSACTION.
By letter to Cybear dated December 20, 1999, Andrx proposed to acquire
all of the issued Common Stock of the Issuer not already owned by Andrx in
exchange for shares of a new class of Andrx common stock (the "Proposal"). The
proposal was made in connection with, and is subject to approval of and the
effectiveness of, a corporate recapitalization of Andrx. The recapitalization
plan calls for Andrx to create a new class of common stock, commonly known as
"Tracking Stock," which is intended to separately reflect the performance of the
Issuer.
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Under the terms of the Proposal, the Issuer would merge with a
wholly-owned subsidiary of Andrx (the "Merger"). Upon effectiveness of the
Merger, the public shareholders of the Issuer, who currently own approximately
27% of the Issuer's Common Stock, would exchange the Common Stock, on a
one-for-one basis, for shares of Tracking Stock which would represent the
equivalent equity interest in the Issuer (approximately 27%). Subsequent to the
consummation of the Merger, Andrx intends to distribute its approximately 73%
interest in the Issuer's Tracking Stock to the Andrx shareholders in the form of
a tax-free, pro rata stock dividend. Upon completion of the Merger and the
distribution, the Issuer will be a wholly-owned subsidiary of Andrx with 100% of
its equity value publicly traded in the form of Tracking Stock. These
transactions are subject to various conditions, including negotiation and
execution of definitive agreements and approval by the Boards of Directors and
the shareholders of Andrx and Cybear.
Andrx reserves the right to make or withdraw the Proposal in its sole
discretion at any time, taking into account its ongoing evaluation of the
Issuer's financial condition, business, operations and prospects, the market
price of the Common Stock, conditions in securities markets generally, general
economic and industry conditions and other factors. Andrx reserves the right to
change its plans and intentions at any time, as it deems appropriate, and may in
the future take such actions with respect to its investment in the Issuer as it
deems appropriate in light of the circumstances existing from time to time. Such
actions may include, without limitation, the purchase of additional shares of
the Issuer's Common Stock in the open market and in block trades, in privately
negotiated transactions or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (b) Andrx beneficially owns an aggregate of 12,877,054 shares or
approximately 73% of the total shares outstanding of the Issuer and with respect
to which Andrx may be deemed to have sole voting and dispositive power.
(c) There have been no transactions by Andrx that were effected during
the past 60 days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
December 28, 1999 ANDRX CORPORATION, a Florida corporation
By: /s/ Scott Lodin
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Scott Lodin
Vice President and General Counsel
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