UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 2)
ProUroCare
Medical Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $0.00001 per share
|
(Title
of Class of Securities)
|
74373C
10 7
|
(CUSIP
Number)
|
James
L. Davis
6446
Flying Cloud Drive
Eden
Prairie, MN 55344
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and
Communications)
|
August
2, 2010
|
(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 Secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
CUSIP
NO: 74373C 10 7
|
Page 2
of 10
|
1.
|
Names
of reporting persons: James L.
Davis
|
|
I.R.S.
Identification Nos. of above persons (entities only): NOT
APPLICABLE
|
2.
|
Check
the appropriate box if a member of a group: Not
applicable
|
5.
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e)
o
|
6.
|
Citizenship
or place of organization: United
States
|
Number of
shares beneficially owned by each reporting person with:
|
7.
|
Sole
voting power:
|
3,663,532
|
|
8.
|
Shared
voting power:
|
-0-
|
|
9.
|
Sole
dispositive power:
|
3,663,532
|
|
|
Shared
dispositive power:
|
-0-
|
11.
|
Aggregate
amount beneficially owned by each reporting
person: 3,663,532
|
12.
|
Check
if the aggregate amount in Row (11) excludes certain shares
o
|
13.
|
Percent
of class represented by amount in Row
(11): 23.5%
|
14.
|
Type
of reporting person: IN
|
CUSIP
NO: 74373C 10 7
|
Page 3
of 10
|
1.
|
Names
of reporting persons: Davis & Associates
Inc
|
|
I.R.S.
Identification Nos. of above persons (entities
only): 41-0975255
|
2.
|
Check
the appropriate box if a member of a group: Not
applicable
|
(a)
o
(b)
o
5.
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e)
o
|
6.
|
Citizenship
or place of organization: United
States
|
Number of
shares beneficially owned by each reporting person with:
|
7.
|
Sole
voting power:
|
100,664
|
|
8.
|
Shared
voting power:
|
-0-
|
|
9.
|
Sole
dispositive power:
|
100,664
|
|
|
Shared
dispositive power:
|
-0-
|
11.
|
Aggregate
amount beneficially owned by each reporting
person: 100,664
|
12.
|
Check
if the aggregate amount in Row (11) excludes certain shares
o
|
13.
|
Percent
of class represented by amount in Row
(11): 0.7%
|
14.
|
Type
of reporting person: CO
|
CUSIP
NO: 74373C 10 7
|
Page 4
of 10
|
1.
|
Names
of reporting persons: The Davis & Associates Inc. 401K
PSP.
|
|
I.R.S.
Identification Nos. of above persons (entities
only): 41-0975255
|
2.
|
Check
the appropriate box if a member of a group: Not
applicable
|
(a)
o
(b)
o
5.
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e)
o
|
6.
|
Citizenship
or place of organization: United
States
|
Number of
shares beneficially owned by each reporting person with:
|
7.
|
Sole
voting power:
|
185,978
|
|
8.
|
Shared
voting power:
|
-0-
|
|
9.
|
Sole
dispositive power:
|
185,978
|
|
|
Shared
dispositive power:
|
-0-
|
11.
|
Aggregate
amount beneficially owned by each reporting
person: 185,978
|
12.
|
Check
if the aggregate amount in Row (11) excludes certain shares
o
|
13.
|
Percent
of class represented by amount in Row
(11): 1.3%
|
14.
|
Type
of reporting person: EP
|
CUSIP
NO: 74373C 10 7
|
Page 5
of 10
|
Introduction
James L. Davis, a United States
resident, the Davis & Associates, Inc., 401K PSP, a profit sharing plan and
Davis & Associates Inc., a Minnesota corporation (collectively, the
“Reporting Persons”) here by filed this Amendment No. 1 (this “
Amendment
”) to its
Statement on Schedule 13D filed with the Securities and Exchange Commission
on February 24, 2009 (the “
Statement
”) as
amended by Amendment No. 1 thereto filed March 31, 2009 on behalf of the
Reporting Persons identified in Item 2 of the Statement.
Items 2, 3, 4, 5, 6 and 7 of the
Statement are hereby amended to the extent hereinafter expressly set forth. All
capitalized terms used and not expressly defined herein have the respective
meanings ascribed to such terms in the Statement.
Item
2.
|
Identity
and Background
|
Item 2(a)
is amended in its entirety to read:
(a) This
statement is filed jointly by James L. Davis, a resident of the United States,
the Davis & Associates, Inc., 401K PSP, a profit sharing plan (the “Davis
401K”) and Davis & Associates Inc., a Minnesota corporation (“Davis
Associates,” and collectively with the foregoing, the “Reporting
Persons”). Mr. Davis is the sole Trustee of the Davis 401K and the
sole shareholder, director and officer of Davis Associates. On March
1, 2010, Mr. Davis was elected to the Issuer’s Board of Directors.
Item
3.
|
Source
and Amount of Funds or Other
Consideration:
|
Item 3 is
amended in its entirety to read:
Funds used for the purchase of the
Shares reported herein were derived from the personal funds of Mr. Davis,
available working capital of Davis Associates and funds available for investment
in the Davis 401K. A total of $2,082,000 was paid to acquire such
Shares .
Item
4.
|
Purpose
of Transaction:
|
The first
paragraph of Item 4 is amended and restated to read:
The Reporting Persons acquired the
Shares reported herein for investment purposes in private placements and public
offerings by the Issuer. In his role as a Director of the Issuer, Mr.
Davis receives an annual award of $25,000 of stock options upon re-election to
the Issuer’s Board by a vote of shareholders, and earns directors fees that may
be paid in the Issuer’s common stock.
Pursuant
to the Mr. Davis’ guarantee of $900,000 of the Issuer’s bank debt, he will be
issued 10,000 shares of the Issuer’s common stock per month between December 28,
2010 and March 28, 2011.
Item
5.
|
Interest
in Securities of the Issuer:
|
Item 5
has been amended and restated, in its entirety, to read:
(a)
As of the close of business on August 16, 2010, the Reporting Persons
beneficially owned 3,663,532 Shares, constituting approximately 23.5%of the
outstanding Shares of the Issuer. Each of Mr. Davis, Davis
Associates and the Davis 401K may be deemed to be a beneficial owner
of all of these Shares for purposes of filing this Schedule 13D; however, each
Reporting Person disclaims beneficial ownership in such shares, except to the
extent of its own pecuniary interest therein.
CUSIP
NO: 74373C 10 7
|
Page 6
of 10
|
The
aggregate percentage of Shares beneficially owned by the Reporting Persons is
based upon 14,346,966 Shares outstanding, which is the total number of Shares
outstanding as of August 16, 2010, according to the transfer agent of the
Issuer.
(b) By
virtue of his direct and indirect control of Davis Associates and the Davis
401K, Mr. Davis is deemed to have sole voting and dispositive powers with
respect to all of the Shares shown below.
Name
|
|
Number of
Shares
|
|
|
%
of Shares
Outstanding
|
|
James
L. Davis (1)
|
|
|
3,663,532
|
|
|
|
23.5
|
%
|
Davis
Associates (2)
|
|
|
100,664
|
|
|
|
0.7
|
%
|
Davis
401K (3)
|
|
|
185,978
|
|
|
|
1.3
|
%
|
(1) Includes
2,237,121 Shares owned by Mr. Davis and 1,139,769 Shares that could be acquired
within 60 days of the date of filing of this Schedule 13D pursuant to the
exercise of warrants or options held by Mr. Davis. Also includes
185,978 Shares beneficially owned by the Davis 401K and 100,664 Shares
beneficially owned by Davis Associates.
(2) Includes
43,182 shares currently available upon exercise of warrants.
(3) Includes
91,014 shares currently available upon exercise of warrants.
(c) Information
concerning transactions in the Shares effected by the Reporting Persons during
the past sixty days is set forth in Exhibit 99.1 hereto and is incorporated
herein by reference.
(d) No
person, other than the Reporting Persons, 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, the Shares.
(e) Not
Applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Item 6
has been amended and restated, in its entirety, to read:
None.
Item
7.
|
Material
to be Filed as Exhibits
|
Exhibit
Number
|
Description
|
99.1
|
Schedule
of Share Acquisitions Within past 60 days (filed
herewith).
|
|
|
99.2
|
Joint
Filing Agreement dated February 23, 2009 (incorporated by reference to
Exhibit 99.2 to the Reporting Persons’ Schedule 13D filed February 9,
2009).
|
|
|
99.3
|
Form
of warrant to acquire shares of common stock issued to lenders in
connection with $100,000 promissory note, dated November 29, 2006 and
January 3, 2007 (incorporated by reference to Exhibit 4.17 to the Issuer’s
Annual Report on Form 10-KSB filed March 30, 2007).
|
|
|
99.4
|
Form
of warrants to acquire shares of common stock issued in favor of
subscribers of the Issuer’s Investment Unit offering dated January 18 and
January 23, 2007 (incorporated by reference to Exhibit 4.18 to the
Issuer’s Annual Report on Form 10-KSB filed March 30,
2007).
|
|
|
99.5
|
Form
of warrant issued pursuant to Issuer’s 2007 Private Placement dated
December 27, 2007 (incorporated by reference to Exhibit 4.16 to the
Issuer’s Annual Report on Form 10-KSB filed March 31,
2008).
|
CUSIP
NO: 74373C 10 7
|
Page 7
of 10
|
99.6
|
Warrant
dated December 27, 2007 (incorporated by reference to Exhibit 4.17 to the
Issuer’s Annual Report on Form 10-KSB filed March 31,
2008).
|
|
|
99.7
|
Form
of warrants dated April 3, 2008 (incorporated by reference to Exhibit 4.1
to the Issuer’s Quarterly Report on Form 10-Q filed May 8,
2008).
|
|
|
99.8
|
Form
of Origination Warrant issued pursuant to the Issuer’s Unit Put Agreement
dated September 16, 2008 (incorporated by reference to Exhibit 4.22 to the
Issuer’s Form S-1 filed September 19, 2008).
|
|
|
99.9
|
Form
of Put Warrant issued pursuant to the Issuer’s Unit Put Agreement dated
September 16, 2008 (incorporated by reference to Exhibit 4.23 to the
Issuer’s Form S-1 filed September 19, 2008).
|
|
|
99.10
|
Warrant
dated September 25, 2008 (incorporated by reference to Exhibit 4.1 to the
Issuer’s Quarterly Report on Form 10-Q filed October 23,
2008).
|
|
|
99.11
|
Form
of Warrant dated January 12, 2009 issued in public offering (incorporated
by reference to Exhibit 4.28 to the Issuer’s Amendment No. 3 of S-1 filed
December 18, 2008).
|
|
|
99.12
|
Form
of Unit Certificate dated January 12, 2009 issued in public offering
(incorporated by reference to Exhibit 4.29 to the Issuer’s Amendment No. 3
of S-1 filed December 18, 2008).
|
|
|
99.13
|
Form
of Promissory Note issued dated April 3, 2008 (incorporated by reference
to Exhibit 10.4 to the Issuer’s Quarterly Report on Form 10-Q filed May 8,
2008).
|
|
|
99.14
|
Convertible
Promissory Note dated September 25, 2008 (incorporated by reference to
Exhibit 10.7 to the Issuer’s Quarterly Report on Form 10-Q filed October
23, 2008).
|
|
|
99.15
|
Financing
Agreement dated March 19, 2009 (incorporated by reference to Exhibit 10.52
to the Issuer’s Annual Report on Form 10-K filed March 26,
2009.
|
|
|
99.16
|
Convertible
Promissory Note dated March 19, 2009 (incorporated by reference to Exhibit
10.52 to the Issuer’s Annual Report on Form 10-K filed March 26,
2009).
|
|
|
99.17
|
Promissory
Note dated September 21, 2009 issued in favor of James L. Davis
(incorporated by reference to Exhibit 10.44 to Issuer’s Amendment No. 1 on
Form S-4 to Form S-3 filed on October 16, 2009).
|
|
|
99.18
|
Specimen
2009 Replacement Warrant (incorporated by reference to Exhibit 4.4 to
Issuer’s Registration Statement on Form S-3 filed September 25,
2009).
|
|
|
99.19
|
Form
of Promissory Note issued pursuant to the Issuer’s private placement of
promissory notes on June 11, 2010 (incorporated by reference to Exhibit
10.1 to Issuer’s Current Report on Form 8-K/A filed June 25,
2010).
|
|
|
99.20
|
Form
of warrant issued as interest under unsecured promissory note pursuant to
Issuer’s June 11, 2010 private debt placement (incorporated by reference
to Exhibit 4.1 to Issuer’s Amended Current Report on Form 8-K/A filed June
25, 2010).
|
|
|
99.21
|
Form of
Loan Guarantor Compensation Letter Agreement dated June 28, 2010
(incorporated by reference to Exhibit 10.3 to Current Report on
Form 8-K filed July 2, 2010).
|
|
|
99.22
|
Specimen
2010 Replacement Warrant (incorporated by reference to Exhibit 4.25 to
Issuer’s Registration Statement on Form S-4 filed July 2,
2010).
|
CUSIP
NO: 74373C 10 7
|
Page 8
of 10
|
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.
/s/James L.
Davis
|
|
Davis
& Associates, Inc.
|
James
L. Davis
|
|
|
|
|
By:
/s/James L.
Davis
|
|
|
Name: James
L. Davis
|
The
Davis & Associates, Inc. 401K PSP
|
|
Title: President
|
|
|
|
By:
/s/James L.
Davis
|
|
|
Name: James
L. Davis
|
|
|
Title: Trustee
|
|
|
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