UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CLINICOR, INC.
----------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
----------------------------------
(Title of Class of Securities)
18726M106
---------------------
(CUSIP Number)
* 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 disclosure
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 following page(s)
Page 1 of 12 Pages
Exhibit Index: Page 9
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 2 of 12 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 261,335
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 261,335
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
261,335
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
6.01%
12 Type of Reporting Person*
OO; IA
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 3 of 12 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 261,335
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
261,335
9 Aggregate Amount Beneficially Owned by Each Reporting Person
261,335
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
6.01%
12 Type of Reporting Person*
IA
<PAGE>
SCHEDULE 13G
CUSIP No. 18726M106 Page 4 of 12 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 261,335
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
261,335
9 Aggregate Amount Beneficially Owned by Each Reporting Person
261,335
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
6.01%
12 Type of Reporting Person*
IA
<PAGE>
Page 5 of 12 Pages
Item 1(a) Name of Issuer:
Clinicor, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
1717 West Sixth Street, Suite 400, Austin, TX 78703
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros"); and
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This statement is filed on behalf of SFM LLC, a Delaware
limited liability company, Mr. Soros, and Mr. Druckenmiller.
This statement relates to shares of common stock of the Issuer
(the "Shares") held for the account of Quasar International
Partners C.V., a Netherlands Antilles limited partnership
("Quasar Partners"). SFM LLC acts as principal investment
advisor to Quasar Partners.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros, and Mr. Druckenmiller is 888 Seventh Avenue,
33rd Floor, New York, NY 10106. Quasar Partners has its
principal business office at Kaya Flamboyan 9, Willemstad,
Curacao, Netherlands Antilles.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a citizen of the United States; and
iii) Mr. Druckenmiller is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value.
Item 2(e) CUSIP Number:
18726M106
<PAGE>
Page 6 of 12 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 1997, the number of Shares which may be
deemed to have been beneficially owned by each of the
Reporting Persons was as follows:
i) SFM LLC may be deemed to have been the beneficial
owner of 261,335 Shares held for the account of
Quasar Partners (this number assumes the conversion
of 392 Class B Convertible Preferred Shares, no par
value, to 261,335 Shares).
ii) Mr. Soros, as Chairman of SFM LLC, may be deemed to
have had shared beneficial ownership of 261,335
Shares held for the account of Quasar Partners.
iii) Mr. Druckenmiller, as Lead Portfolio Manager of SFM
LLC, may be deemed to have had shared beneficial
ownership of 261,335 Shares held for the account of
Quasar Partners.
Item 4(b) Percent of Class:
The number of Shares which may be deemed to have been
beneficially owned by each of the Reporting Persons
constitutes approximately 6.01% of the total number of Shares
which would have been outstanding assuming conversion of all
derivative securities of the Issuer held for the account of
Quasar Partners.
Item 4(c) Number of shares as to which such person had:
SFM LLC
- -------
(i) Sole power to vote or to direct the vote: 261,335
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 261,335
(iv) Shared power to dispose or to direct the
disposition of: 0
<PAGE>
Page 7 of 12 Pages
Mr. Soros and Mr. Druckenmiller
- -------------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 261,335
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 261,335
Item 5. Ownership of Five Percent or Less of a Class: [_]
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
<PAGE>
Page 8 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 13, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Assistant General Counsel
Date: February 13, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 9 of 12 Pages
EXHIBITS
Page
----
A. Power of Attorney dated as of January 1, 1997 granted
by Mr. George Soros in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus............................................. 10
B. Power of Attorney dated as of January 1, 1997 granted
by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus.................................. 11
C. Joint Filing Agreement dated as of February 13, 1998 by
and among Soros Fund Management LLC, Mr. George Soros,
and Mr. Stanley F. Druckenmiller................................ 12
Page 10 of 12 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act,
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of this 1st day of
January, 1997.
/s/George Soros
-----------------------------
GEORGE SOROS
Page 11 of 12 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Chairman of,
member of or in other capacities with Soros Fund Management LLC, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act, including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements
of, or statements of changes in, beneficial ownership of securities on Form 3,
Form 4 or Form 5 and (2) any information statements on Form 13F required to be
filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of this 1st day of
January, 1997.
/s/Stanley F. Druckenmiller
---------------------------------------
STANLEY F. DRUCKENMILLER
Page 12 of 12 Pages
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to
the Common Stock of Clinicor, Inc. dated as of February 13, 1998 is, and any
amendments thereto signed by each of the undersigned shall be, filed on behalf
of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under
the Securities Exchange Act of 1934.
Date: February 13, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Assistant General Counsel
Date: February 13, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
