UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Crdentia Corp.
--------------
(Name of Issuer)
Common Stock. $0.0001 par value
-------------------------------
(Title of Class of Securities)
225235 10 0
-----------
(CUSIP Number)
February 6, 2004
----------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 225235 10 0 SCHEDULE 13G Page 2 of 11
1 Name of Reporting Person MEDCAP MANAGEMENT & RESEARCH LLC
IRS Identification No. of Above Person 94-3411543
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 2,000,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 2,000,000
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,000,000
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 9.5%
12 Type of Reporting Person IA
CUSIP No. 225235 10 0 SCHEDULE 13G Page 3 of 11
1 Name of Reporting Person MEDCAP PARTNERS L.P.
IRS Identification No. of Above Person 94-3412423
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 2,000,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 2,000,000
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,000,000
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 9.5%
12 Type of Reporting Person PN
CUSIP No. 225235 10 0 SCHEDULE 13G Page 4 of 11
1 Name of Reporting Person C. FRED TONEY
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization UNITED STATES
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 2,000,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 2,000,000
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,000,000
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 9.5%
12 Type of Reporting Person IN/HC
CUSIP No. 225235 10 0 SCHEDULE 13G Page 5 of 11
Item 1(a). Name of Issuer:
--------------
Crdentia Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
-----------------------------------------------
14114 Dallas Parkway, Suite 600
Dallas, TX 75254
Item 2(a). Names of Persons Filing:
-----------------------
MedCap Management & Research LLC ("MMR")
MedCap Partners L.P. ("Partners")
C. Fred Toney
Item 2(b). Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
The business address of each reporting person is 500 3rd Street,
Suite 535, San Francisco, CA 94107.
Item 2(c). Citizenship:
-----------
Reference is made to item 4 of pages two (2), three (3) and
four (4) of this Schedule 13G, which Items are incorporated by reference
herein.
Item 2(d). Title of Class of Securities:
----------------------------
Common Stock, $0.0001 par value
Item 2(e). CUSIP Number:
------------
225235 10 0
Item 3. If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8);
CUSIP No. 225235 10 0 SCHEDULE 13G Page 6 of 11
(e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
---------
Reference is hereby made to Items 5-9 and 11 of pages two (2),
three (3) and four (4) of this Schedule 13G, which Items are incorporated
by reference herein.
The securities to which this Schedule 13G relates consist of
2,000,0000 shares of Series A Convertible Preferred Stock, which are
currently convertible into 2,000,000 shares of common stock and which vote
along with the common stock on an as- converted basis. MMR as general
partner and investment manager of Partners and C. Fred Toney as managing
member of MMR may be deemed to beneficially own the shares owned by Partners
in that they may be deemed to have the power to direct the voting or
disposition of the shares.
Neither the filing of this Schedule 13G nor any of its contents
shall be deemed to constitute an admission that either MMR or Mr. Toney is,
for any purpose, the beneficial owner of any such securities to which this
Schedule relates, and MMR and Mr. Toney disclaim beneficial ownership as to
the 2,000,000 preferred shares and the underlying common shares, except to
the extent of their respective pecuniary interests therein.
Under the definition of "beneficial ownership" in Rule 13d-3
under the Securities Exchange Act of 1934, it is also possible that the
individual general partners, directors, executive officers, members and/or
managers of the foregoing entities might be deemed the "beneficial owners"
of some or all of the securities to which this Schedule relates in that
they might be deemed to share the power to direct the voting or disposition
of such securities. Neither the filing of this Schedule nor any of its
contents shall be deemed to constitute an admission that any of such
individuals is, for any purpose,the beneficial owner of any of the
securities to which this Schedule relates, and such beneficial ownership
is expressly disclaimed.
CUSIP No. 225235 10 0 SCHEDULE 13G Page 7 of 11
Item 5. Ownership of Five Percent or Less of a Class.
--------------------------------------------
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
---------------------------------------------------------
Not applicable.
Item 8. Identification and Classification of Members of the Group.
---------------------------------------------------------
Not applicable.
Item 9. Notice of Dissolution of Group.
------------------------------
Not applicable.
Item 10. Certifications.
--------------
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
CUSIP No. 225235 10 0 SCHEDULE 13G Page 8 of 11
Signature
---------
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.
Dated: February 16, 2004 MEDCAP MANAGEMENT & RESEARCH LLC
By: /s/ C. Fred Toney
----------------------------------
C. Fred Toney, its Managing Member
C. FRED TONEY
/s/ C. Fred Toney
-----------------
C. Fred Toney
CUSIP No. 225235 10 0 SCHEDULE 13G Page 9 of 11
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
Signature
---------
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.
Dated: February 16, 2004 MEDCAP PARTNERS L.P.
By: MedCap Management & Research LLC,
its General Partner
By: /s/ C. Fred Toney
----------------------------------
C. Fred Toney, its Managing Member
CUSIP No. 225235 10 0 SCHEDULE 13G Page 10 of 11
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 11
CUSIP No. 225235 10 0 SCHEDULE 13G Page 11 of 11
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement of
the below-named parties, in accordance with rules promulgated pursuant to
the Securities Exchange Act of 1934, to file this Schedule, as it may be
amended, jointly on behalf of each of such parties.
Dated: February 16, 2004 MEDCAP MANAGEMENT & RESEARCH LLC
By: /s/ C. Fred Toney
----------------------------------
C. Fred Toney, its Managing Member
MEDCAP PARTNERS L.P.
By: MedCap Management & Research LLC,
its General Partner
By: /s/ C. Fred Toney
----------------------------------
C. Fred Toney, its Managing Member
C. FRED TONEY
/s/ C. Fred Toney
-----------------
C. Fred Toney