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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Healthcore Medical Solutions, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
42220B101
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(CUSIP Number)
Adam D. Eilenberg
Ehrenreich Eilenberg Krause & Zivian LLP
11 East 44th Street, 17th Floor
New York, N.Y. 10017
(212) 986-9700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 1999
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed 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 the
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 following page(s))
CUSIP No. 42220B101 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIGA Pharmaceuticals, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
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
DE
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7 SOLE VOTING POWER
NUMBER OF 230,800 (including 149,800 Warrants
SHARES exercisable at $6.50 per share)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 230,800 (including 114,800 Warrants
exercisable at $6.50 per share)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,800 (including 114,800 Warrants exercisable at $6.50 per share)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.84% (taking into account only shares of Common Stock; 7.37% if also
including 114,800 Warrants exercisable at $6.50 per share)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 42220B101 13D
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, $.01 par value ("Common
Stock"), of Healthcore Medical Solutions, Inc. (the "Issuer"), which has its
principal executive office at 11904 Blue Ridge Boulevard, Grandview, MO 64030.
This statement is filed pursuant to Rule 13d-2(a) with respect to securities
owned by the reporting person specified herein as of February 24, 1999 and
amends the Schedule 13 D filed on October 15, 1998 and Amendment No. 1 filed on
January 11, 1999 (collectively the "Schedule 13D"). Except as set forth herein,
the Schedule 13D is hereby restated in its entirety.
Item 3. Source of Funds or Other Consideration
From January 22, 1999 through February 24, 1999, the Reporting Person made
the following open market sales of an aggregate of 35,000 units of the Issuer's
securities ("Units"), each Unit consisting of one share of Common Stock and one
currently exercisable Warrant (the "Warrant") to purchase one share of Common
Stock (at an exercise price of $6.50 per share):
Date No. Units Sold Sale Price per Unit
1/22/99 1,000 $2.25
1/25/99 2,000 $1.625
1/26/99 8,000 $1.6875
1/27/99 3,000 $1.9375
2/23/99 9,000 $1.75
2/24/99 12,000 $1.625
TOTAL 35,000
The Reporting Person currently holds 116,000 shares of Common Stock, which
represents only 3.84% of the class of Common Stock. However, the Reporting
Person also holds the 114,800 Warrants that are included in the Units, which are
currently exercisable, even though the exercise price of the Warrants is
substantially in excess of the current market price for the Common Stock. The
Reporting Person currently has no intention of exercising any of the Warrants.
When the shares of Common Stock issuable upon exercise of the Warrants are
included with the shares of Common Stock currently held by the Reporting Person,
the percentage of the entire class of Common Stock beneficially held by the
Reporting Person is 7.37%.
Item 4. Purpose of Transaction
The Reporting Person disposed of an aggregate of 35,000 Units in January and
February 1999 based on favorable market prices for the Units and other business
opportunities. The Reporting Person is continuing discussions with management
about methods of maximizing or enhancing shareholder value, including the
possibility of a combination between the Issuer and the Reporting Person.
While the Reporting Person has no present intention to purchase or sell any
additional shares of Common Stock or Units, it may, depending upon its
evaluation of the Issuer's business and prospects, determine to increase or
decrease or dispose of its position in the Issuer. In making any such
determination, the Reporting Person will also take into consideration other
available business opportunities and general economic conditions.
Item 5. Interest in Securities of the Issuer
See Items 7 through 13 of the Schedule 13D/A cover page.
Signature
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.
Date: Feburary 26, 1999
SIGA PHARMACEUTICALS, INC.
By: /s/ JUDSON A. COOPER
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Name: Judson A. Cooper
Title: Chairman of the Board