UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO PURSUANT TO RULE 13D-2(A)
(Amendment No. 1)
CRDENTIA CORP.
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(Name of Issuer)
Common Stock, $0.0001 par value
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(Title of Class of Securities)
225235 10 0
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(CUSIP Number)
James D. Durham
14114 Dallas Parkway, Suite 600
Dallas, TX 75254
(972) 850-0780
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2003
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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
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
SCHEDULE 13D
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CUSIP No. 225235 10 0
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James D. Durham
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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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
USA
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7 SOLE VOTING POWER
10,664,420 (see Footnotes 1, 2 and 3 on Page 6)
NUMBER OF ---------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,200,000
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10,664,420 (see Footnotes 1, 2 and 3 on Page 6)
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10 SHARED DISPOSITIVE POWER
1,200,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,864,420 (see Footnotes 1, 2 and 3 on Page 6)
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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)
38.79%
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14 TYPE OF REPORTING PERSON
IN
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2
The information set forth in response to each separate Item shall be deemed to
be a response to all Items where such information is relevant.
Item 1. Security and Issuer.
This Schedule relates to the common stock, par value $0.0001 per share
(the "Common Stock" or the "Shares"), of Crdentia Corp., a Delaware corporation
(the "Issuer" or the "Corporation"). The principal executive offices of the
Corporation are located at 14114 Dallas Parkway, Suite 600, Dallas, TX 75254.
The approximate aggregate percentage of shares of Common Stock reported
beneficially owned by the Reporting Person (as defined below) is based on (i)
20,769,276 shares of Common Stock and convertible preferred stock, par value
$0.0001 per share ("Preferred Stock") outstanding, which is the total number of
shares of Common Stock and Preferred Stock outstanding as of December 31, 2003,
and (ii) 7,000,000 Shares issuable upon exercise of the Option (as defined
below), 50,000 Shares issuable upon exercise of the Note (as defined below) and
2,767,278 Shares issuable upon exercise of the rights pursuant to te Stock
Purchase Agreement as defined below. Unless otherwise indicated, the holdings
reported herein are as of the close of business on December 31, 2003.
Item 2. Identity and Background.
(a) Name of person filing this Schedule: James D. Durham ("Reporting Person")
(b) Reporting Person's Address: c/o Crdentia Corp.
14114 Dallas Parkway, Suite 600
Dallas, TX 75254
(c) Reporting Person's
present occupation: Chairman of the Board and
Chief Executive Officer and
President of the Corporation
c/o Crdentia Corp.
14114 Dallas Parkway, Suite 600
Dallas, TX 75254
(d) The Reporting Person has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and was not and is not 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.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
1,020,000 Shares were acquired pursuant to a certain Common Stock
Purchase Agreement dated on or about August 16, 2002, between the Corporation,
Reporting Person and certain other stockholders of the Corporation (the
"Agreement"). The $51,000 used to purchase the Shares came from the personal
savings of the Reporting Person.
3
980,000 Shares were acquired pursuant to a private transaction closing on
May 15, 2003, between the Reporting Person and Malahide Investments. The
$3,000 used to purchase the Shares came from the personal savings of the
Reporting Person.
A convertible promissory note in the principal amount of $50,000 (the
"Note") was issued in favor of the Reporting Person on August 28, 2003. The
Note is convertible at Reporting Person's sole discretion any time prior to
its maturity into Shares at a purchase price equal to the lesser of (i) one
dollar and fifty cents ($1.50) or (ii) the per share price of the Corporation's
equity securities issued upon the closing of the Corporation's next private
equity financing, subject to certain further anti-dilution adjustments set
forth in the Note. On December 17, 2003, the Corporation issued shares of
preferred stock at a per share price of $1.00, making the Note currently
convertible into 50,000 shares of Common Stock. The $50,000 used to purchase
the Note came from the personal savings of the Reporting Person.
47,142 Shares were purchased on September 19, 2003 in a private
transaction at a purchase price of $0.05 per share. The $2,357.10 used to
purchase the Shares came from the personal savings of the Reporting Person.
7,000,000 Shares were granted on December 31, 2003 pursuant to a certain
Notice of Stock Option Award between the Corporation and the Reporting Person.
The Shares subject to this grant are exercisable pursuant to the terms of the
Notice of Stock Option Award at a purchase price of $0.10 per share. The
Reporting Person is fully vested in the Option (as defined below), which is
xercisable by him in accordance with the schedule described in Footnote 1.
The Reporting Person paid no cash consideration for such Option.
Except as otherwise discussed below, the Reporting Person does not
beneficially own any other securities of the Corporation.
Item 4. Purpose of Transaction.
As previously discussed, a Note in the principal amount of $50,000 was
issued in favor of the Reporting Person on August 28, 2003, which such Note was
acquired for investment. The Note is convertible at Reporting Person's sole
discretion any time prior to its maturity into Shares at a purchase price equal
to the lesser of (i) one dollar and fifty cents ($1.50) or (ii) the per share
price of the Corporation's equity securities issued upon the closing of the
Corporation's next private equity financing, subject to certain further anti-
dilution adjustments set forth in the Note. On December 17, 2003, the
Corporation issued shares of preferred stock at a per share price of $1.00,
making the Note currently convertible into 50,000 shares of Common Stock. The
$50,000 used to purchase the Note came from the personal savings of the
Reporting Person.
On December 31, 2003, the Corporation's board of directors approved
certain modifications to current equity arrangements with the Reporting Person.
In consideration for these modifications, the Corporation's board of directors
approved the issuance of an option to purchase up to 7,000,000 Shares at an
exercise price of $0.10 per share (the "Option"), which expires on December 31,
2018. The Shares subject to this grant are exercisable pursuant to the terms
of the Notice of Stock Option Award at a purchase price of $0.10 per share.
The Reporting Person is fully vested in the Option, which is exercisable by
him in accordance with the schedule described in Footnote 1.
4
On December 31, 2003, the Corporation's board of directors also approved
certain modifications to the Reporting Person's Common Stock Purchase
Agreement dated May 15, 2002 (the "Stock Purchase Agreement"). In connection
with these modifications, the Reporting Person agreed to relinquish certain
rights to purchase additional Shares granted pursuant to the Stock Purchase
Agreement, and entered into a certain Bonus and Other Agreement, dated
December 31, 2003 with the Corporation (the "Bonus Agreement"). In addition,
the parties agreed that Reporting Person had the right to purchase 2,767,278
Shares at $0.0001 per share pursuant to the Stock Purchase Agreement. The
terms and conditions of the Bonus Agreement and the modifications to the
Stock Purchase Agreement are more thoroughly described in the Corporation's
Current Report on Form 8-K dated December 31, 2003, which is incorporated
herein by reference.
Depending on market conditions and other factors that the Reporting
Person, acting for his own account(s) or as the managing member of RCMJ, LLC,
may deem material to his investment decision, the Reporting Person may elect
to convert the Note, exercise the Option or certain of his purchase rights
pursuant to the Stock Purchase Agreement, purchase additional Shares in the
open market or in private transactions or may dispose of all or a portion of
the Shares that he now controls or may hereinafter may acquire. Any such
future decisions will be made by the Reporting Person in light of the then
current financial condition and prospects of the Corporation, the market
value of the Shares, the financial condition of the Reporting Person and other
relevant factors.
Other than Reporting Person's status as an executive officer of the
Corporation and a member of its board of directors, which regularly considers
such matters, and except as otherwise set forth herein, the Reporting Person
has no present plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The Reporting Person has the sole power to vote (or to direct the vote)
and sole power to dispose (or to direct the disposition) of the (i) 40,000
Shares held by Paine Webber as custodian for the IRA FBO James D. Durham, (ii)
607,142 Shares held by the James D. Durham Living Trust (1997), as amended,
(iii) 200,000 Shares held by RCMJ, LLC, as its managing member, (iv) 50,000
Shares issuable upon conversion of the Note, (v) 7,000,000 Shares issuable
upon exercise of the Option and (vi) 2,767,278 Shares issuable upon the
exercise of rights pursuant to the Stock Purchase Agreement.
The Reporting Person has the shared power to vote (or to direct the vote)
and shared power to dispose (or to direct the disposition) of 1,200,000 Shares
that are held with his spouse (Sandra J. Durham) as community property. Ms.
Durham's address is 14114 Dallas Parkway, Suite 600, Dallas, Texas 75254. Ms.
Durham does not affirm the existence of a "group" by, between or among any of
herself, her spouse, Paine Webber as custodian for the IRA FBO James D. Durham,
James D. Durham Living Trust (1997), as amended or RCMJ, LLC. Ms. Durham is
currently self-employed.
During the last five years, Ms. Durham has not been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
During the last five years, Ms. Durham was not a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and was not and
is not 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.
Ms. Durham is a United States citizen.
5
The Reporting Person beneficially owns an aggregate of 11,864,420 Shares,
representing 38.79% of the outstanding Common Stock of the Corporation (see
Footnotes 1, 2 and 3 below).
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
On December 31, 2003, the Corporation's board of directors approved
certain modifications to the Stock Purchase Agreement. In connection with
these modifications, the Reporting Person agreed to relinquish certain rights
to purchase additional Shares granted pursuant to the Stock Purchase Agreement,
and entered into the Bonus Agreement. In addition, the parties agreed that
Reporting Person had the right to purchase 2,767,278 Shares at $0.0001 per
share pursuant to the Stock Purchase Agreement. The terms and conditions of
the Bonus Agreement and the modifications to the Stock Purchase Agreement are
more thoroughly described in the Corporation's Current Report on Form 8-K
dated December 31, 2003 and incorporated herein by this reference.
Item 7. Material to be filed as Exhibits.
None.
1. Includes 7,000,000 Shares granted pursuant to the Option, which is
fully vested and is exercisable in accordance with the following schedule:
100% of the Shares subject to the Option shall be exercisable on December 31,
2008. Notwithstanding the foregoing, certain Shares subject to the Option may
be exercised prior to December 31, 2008 in accordance with the following:
Upon the closing date of each Acquisition (as defined in the Notice of Stock
Option Award), Shares subject to the Option shall be immediately exercisable
in an amount equal to twenty-five percent (25%) of the aggregate number of (i)
shares of Common Stock issued in connection with such Acquisition plus (ii)
subject to the limitations below, the aggregate maximum number of additional
shares of Common Stock issuable pursuant to any security convertible or
exchangeable into Common Stock, or any warrant, option, purchase right or
similar agreement or arrangement granted in connection with such Acquisition
(whether or not such shares are ever issued but excluding any compensatory
options or other equity-based incentives granted to service providers on or
after the closing date of such Acquisition). Notwithstanding the foregoing,
any shares of Common Stock which are issuable in connection with the
Acquisition (i) upon exercise or conversion of any convertible debt
instrument, (ii) in connection with any subsequent earnout of shares of
Common Stock or similar arrangement or (iii) upon the occurrence of some
contingent future event, milestone or condition such that the actual number of
shares of Common Stock which are issuable thereby is not otherwise
determinable at the closing date of such Acquisition, shall not be included
for purposes of calculating the number of Shares which are exercisable on the
closing date of such Acquisition; provided, however, that an additional number
of Shares subject to the Option shall become exercisable in an amount equal
to twenty-five percent (25%) of the aggregate number of any such excluded
shares of Common Stock which are in fact issued following the closing date of
such Acquisition on the date of such issuance.
2. Includes 50,000 Shares currently issuable upon conversion of the Note.
3. Includes 2,767,278 Shares which the Reporting Person has a right to
purchase pursuant to the Stock Purchase Agreement.
6
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule is true, complete and
correct.
January 12, 2004 /s/ James D. Durham
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James D. Durham, an Individual
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