SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 26, 2002
(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
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Palisade Capital Management, L.L.C./I.R.S. Identification No. 22-3330049
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
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
48,580,995*
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 48,580,995*
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,580,995*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IA
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* 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, and (iii) 2,920,599.50 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 29,205,995 shares of Common Stock. The Warrant, the shares of
Series B 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 58,105,995 shares of Common Stock outstanding (including (i)
28,900,000 shares of Common Stock outstanding as of December 26, 2002, (ii)
400,000 shares of Common Stock issuable upon exercise of the Warrant held by the
Partnership, and (iii) 28,805,995 shares of Common Stock issuable upon
conversion of the Series B Preferred Stock held by the Partnership).
CUSIP No. 68386P105 Page 3 of 10
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Palisade Concentrated Equity Partnership, L.P./
I.R.S. Identification No. 22-3699993
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
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
48,580,995*
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 48,580,995*
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,580,995*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*(i) 19,375,000 shares of Common Stock, (ii) immediately exercisable warrants to
purchase up to 400,000 additional shares of Common Stock, and (iii) 2,880,599.5
shares of Series B Preferred Stock, immediately convertible into 28,805,995
shares of Common Stock, are held in the account of the Partnership and
beneficially owned by Palisade.
** Based on 58,105,995 shares of Common Stock outstanding (including (i)
28,900,000 shares of Common Stock outstanding as of December 26, 2002, (ii)
400,000 shares of Common Stock issuable upon exercise of the Warrant held by the
Partnership, and (iii) 28,805,995 shares of Common Stock issuable upon
conversion of the Series B Preferred Stock held by the Partnership).
CUSIP No. 68386P105 Page 4 of 10
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Palisade Concentrated Holdings, L.L.C./I.R.S. Identification No. 22-3699991
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
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
48,580,995*
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 48,580,995*
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,580,995*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*(i) 19,375,000 shares of Common Stock, (ii) immediately exercisable warrants to
purchase up to 400,000 additional shares of Common Stock, and (iii) 2,880,599.5
shares of Series B Preferred Stock, immediately convertible into 28,805,995
shares of Common Stock, are held in the account of the Partnership and
beneficially owned by Palisade. Palisade Concentrated Holdings, L.L.C. is the
general partner of the Partnership.
** Based on 58,105,995 shares of Common Stock outstanding (including (i)
28,900,000 shares of Common Stock outstanding as of December 26, 2002, (ii)
400,000 shares of Common Stock issuable upon exercise of the Warrant held by the
Partnership, and (iii) 28,805,995 shares of Common Stock issuable upon
conversion of the Series B Preferred Stock held by the Partnership).
CUSIP No. 68386P105 Page 5 of 10
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Eric J. Bertrand /I.R.S. Identification No.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
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*
Not Applicable
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0019%**
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
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 Palisade Concentrated Holdings, LLC, but is not a member of Palisade
Capital Management, LLC, and thus has no shared or dispositive power over the
48,580,995 shares beneficially owned by Palisade. See item 2.
**Based on 28,900,000 shares of Common Stock outstanding as of December 26,
2002.
Palisade Capital Management, L.L.C. ("Palisade") hereby amends its
Schedule 13D/A, filed with the Securities and Exchange Commission on February 8,
2002, relating to the shares of Opticare Health Systems, Inc. (the "Company")
common stock, $.001 par value (the "Common Stock"), as follows:
Item 2. Identity and Background.
Item 2 is hereby amended in its entirety as follows:
This statement is being filed on behalf of Palisade Capital Management,
L.L.C. ("Palisade"), Palisade Concentrated Equity Partnership, L.P., Palisade
Concentrated Holdings, L.L.C., and Eric J. Bertrand (collectively, the
"Reporting Persons"). Palisade, a New Jersey limited liability company, is an
investment advisor registered under the Investment Advisers Act of 1940, as
amended. Palisade Concentrated Equity Partnership, L.P. (the "Partnership") is a
private investment limited partnership formed by affiliates of Palisade under
the laws of the State of Delaware. Palisade Concentrated Holdings, L.L.C. (the
"General Partner") is a Delaware limited liability company whose principal
business is to serve as the general partner of the Partnership. Eric J. Bertrand
is a member of the General Partner. Pursuant to an investment advisors
agreement, dated March 31, 1999, by and between the General Partner and
Palisade, Palisade has total discretionary voting and dispositive authority with
regard to the investments and holdings of the Partnership. The business address
of all Reporting Persons is One Bridge Plaza, Fort Lee, New Jersey 07024.
During the past five years, none of the Reporting Persons has ever been:
(i) convicted in any criminal proceeding, or (ii) a party to any civil
proceeding commenced before a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is now 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.
The Reporting Persons have filed this joint Schedule 13D, as amended,
because of the possibility that they might be deemed a group. Mr. Bertrand does
not exercise voting or dispositive power over the shares held by the
Partnership, and none of the other Reporting Persons exercised voting or
dispositive power over the shares held by Mr. Bertrand. Accordingly, the
Reporting Persons do not believe that they should be considered a group and this
joint filing of this Schedule 13D should not be deemed to be an admission that
they are a group.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by adding thereto the following:
On December 26, 2002, the Partnership exercised in full a warrant (the
"Warrant") to acquire 17,375,000 shares of Common Stock at a price of $.014 per
share. The aggregate exercise price of $2,432,500 was paid in cash to the
Company from the Partnership's working capital.
On September 13, 2002, Mr. Bertrand purchased 10,000 shares of Common
Stock at a price of $0.28 per share and 9,300 shares of Common Stock at a price
of $0.29 per share on the open market. Additionally, on November 19, 2002, Mr.
Bertrand purchased 5,000 shares of Common Stock at a price of $0.26 per share
and 20,000 shares of Common Stock at a price of $0.27 per share on the open
market. Additionally, on November 20, 2002, Mr. Bertrand purchased 10,000 shares
of Common Stock at a price of $0.27 per share on the open market. Mr. Bertrand
used personal funds to purchase all of such shares.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding thereto the following:
The Partnership exercised the Warrant to increase its shareholder position
and to generate cash proceeds for the Company which have been used, in part, to
pay down the Company's senior bank debt.
Mr. Bertrand acquired his 54,300 shares of Common Stock for investment.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented by adding thereto the following:
As of the close of business on December 26, 2002, there were 58,105,995
shares of Common Stock outstanding (including (i) 28,900,000 shares of Common
Stock outstanding, and (ii) 28,805,995 shares of Common Stock issuable upon
conversion of the Series B Preferred Stock held by the Partnership, and (iii)
400,000 shares of Common Stock issuable upon exercise of a warrant held by the
Partnership. As of such date, (i) 19,375,000 shares (33.4%) 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 (49.6%), and (iii) a warrant currently
exercisable to purchase up to an additional 400,000 shares of Common Stock
(0.69%) 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 and Series B Preferred Stock
beneficially owned by it. Pursuant to Regulation Section 240.13d-3, Palisade may
be deemed to beneficially own 48,580,995 shares of the Common Stock, or 83.6%,
of the shares of Common Stock deemed issued and outstanding. The above does not
include 54,3000 shares of Common Stock owned of record and beneficially by Mr.
Eric J. Bertrand, who is a member of the General Partner, but not a member of
Palisade. Mr. Bertrand has sole voting and dispositive power over such 54,300
shares of Common Stock and Palisade disclaims any beneficial ownership with
respect thereto.
On September 13, 2002, Mr. Bertrand purchased 10,000 shares of Common
Stock at a price of $0.28 per share and 9,300 shares of Common Stock at a price
of $0.29 per share on the open market. Additionally, on November 19, 2002, Mr.
Bertrand purchased 5,000 shares of Common Stock at a price of $0.26 per share
and 20,000 shares of Common Stock at a price of $0.27 per share on the open
market. Additionally, on November 20, 2002, Mr. Bertrand purchased 10,000 shares
of Common Stock at a price of $0.27 per share on the open market. As of the
close of business on December 26, 2002, such shares in the aggregate represented
0.0019% of the Company's issued and outstanding Common Stock, based on
28,900,000 shares
of Common Stock outstanding (not including 28,805,995 shares of Common Stock
issuable upon conversion of the Series B Preferred Stock held by the Partnership
or 400,000 shares of Common Stock issuable upon the exercise of a warrant held
by the Partnership). Mr. Bertrand possesses sole power to vote and direct the
disposition of all of such 54,300 shares of Common Stock. Mr. Bertrand is a
member of the General Partner but not a member of Palisade and disclaims any
beneficial ownership of the 48,580,995 shares of Common Stock held by the
Partnership.
Except for the exercise of the Warrant and the purchase of an aggregate of
35,000 shares by Mr. Bertrand in November 2002, during the past sixty 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 possesses 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.
January 7, 2003
/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
riminal violations (See 18 U.S.C. 1001)