U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person*
Feinberg, Larry N.
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(Last) (First) (Middle)
c/o Oracle Strategic Partners, L.P.
200 Greenwich Avenue, 3rd Floor
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(Street)
Greenwich, CT 06830
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
Halsey Drug Co., Inc. ("HDGC")
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3. IRS Identification Number of Reporting Person, if an entity (Voluntary)
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4. Statement for Month/Day/Year
February 25, 2003
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5. If Amendment, Date of Original (Month/Day/Year)
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6. Relationship of Reporting Person to Issuer
(Check all applicable)
[ ] Director [X] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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7. Individual or Joint/Group Filing (Check applicable line)
[X] Form filed by one Reporting Person
[ ] Form filed by more than one Reporting Person
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Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
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5.
Amount of 6.
4. Securities Owner-
2. 2A. 3. Securities Acquired (A) or Beneficially ship
Trans- Deemed Trans- Disposed of (D) Owned Form: 7.
action Execution action (Instr. 3, 4 and 5) Following Direct Nature of
Date Date, if any Code ----------------------------- Reported (D) or Indirect
1. (Month/ (Month/ (Instr. 8) (A) Transaction(s) Indirect Beneficial
Title of Security Day/ Day/ ---------- Amount or Price (Instr. 3 (I) Ownership
(Instr. 3) Year) Year) Code V (D) and 4) (Instr.4) (Instr. 4)
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Common Stock 2/25/03 P(2) 3,649,461 A 22,605,245 I (1)
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v).
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
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FORM 4 (continued)
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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5. 7.
Number of Title and Amount
Derivative 6. of Underlying
4. Securities Date Securities
2. 3A. Trans- Acquired (A) Exercisable and (Instr. 3 and 4)
Conver- Deemed action or Disposed Expiration Date ----------------
1. sion or 3. Execution Code of(D) (Month/Day/Year) Amount
Title of Exercise Trans- Date, (Instr. (Instr. 3, ---------------- or
Derivative Price of action Date if any 8) 4 and 5) Date Expira- Number
Security Derivative (Month/ (Month/ ------ ------------ Exer- tion of
(Instr. 3) Security Day/Year) Day/Year) Code V (A) (D) cisable Date Title Shares
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Warrants to purchase $0.59 02/25/03 X(2) 2,393,478 Immed. 7/27/06 Common 1,895,824
Common Stock Stock
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Warrants to purchase $0.96 02/25/03 X(2) 2,393,478 Immed. 7/27/06 Common 1,753,637
Common Stock Stock
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5% Convertible See Note 02/25/03 J(3) 13 Immed. 3/31/06 Common 18,925,784
Senior Secured (3) under Stock
Debentures Explana-
tion of
Responses
below.
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[TABLE CONTINUED BELOW]
[CONTINUATION OF TABLE FROM ABOVE]
9.
Number of 10.
Derivative Ownership
Securities Form of 11.
8. Beneficially Derivative Nature
Price of Owned Follow- Security of Indirect
Derivative ing Reported Direct (D) or Beneficial
Security Transaction(s) Indirect (I) Ownership
(Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
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See Note (2) 0 I See Note (1)
under under
Explanation Explanation
of Responses of Responses
below. below.
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See Note (2) 0 I See Note (1)
under under
Explanation Explanation
of Responses of Responses
below. below.
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See Note (3) 13 I See Note (1)
under under
Explanation Explanation
of Responses of Responses
below. below.
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Explanation of Responses:
(1) The securities of Halsey Drug Co., Inc. (the "Company") to which this note relates are held directly by Oracle Strategic
Partners, L.P. ("Strategic Partners"). Strategic Partners holds, as of the date of this Form 4, 3,649,461 shares of Common
Stock of the Company ("Common Stock") as well as Options for Common Stock ("Options") and 5% Convertible Senior Secured
Debentures ("Debentures") of the Company, presently convertible into 30,000 shares and 18,925,784 shares of Common Stock,
respectively. Oracle Strategic Capital, L.L.C. ("Strategic Capital") serves as the general partner of Strategic Partners. The
undersigned is the managing member of Strategic Capital. The undersigned does not directly own any warrants for Common Stock
("Warrants"), Debentures, Options or Common Stock of the Company. In accordance with Instruction 4(b)(iv), the entire number of
such Debentures, Warrants, Options and shares of Common Stock, held by Strategic Partners, related to the transactions reported
on this Form 4, is reported herein. The undersigned disclaims any beneficial ownership of the securities to which this Form 4
relates for purposes of Section 16 of the Securities Exchange Act of 1934, except as such securities representing the
undersigned's pro rata interest in, and interest in the profits of, Strategic Partners.
(2) A series of transactions involving the Company were described in the Company's Current Report on Form 8-K, filed on December
27, 2002 (the "Form 8-K") In connection with these transactions, Strategic Partners received certain anti-dilution adjustments
with respect to Warrants that it directly owned. Specifically, Warrants for 1,010,100 shares of Common Stock, with an exercise
price of $1.404, were adjusted to represent Warrants for 2,393,478 shares of Common Stock with an exercise price of $0.59. In
addition, Warrants for 1,010,100 shares of Common Stock, with an exercise price of $2.285 were adjusted to represent Warrants
for 2,393,478 shares of Common Stock with an exercise price of $0.96. These two sets of Warrants were then exchanged, in a
cashless exercise (as valued pursuant to a Black-Scholes model), for 1,895,824 and 1,753,637 shares of Common Stock,
respectively, or 3,649,461 shares in the aggregate. Strategic Partners received the documentation formalizing these
transactions on February 25, 2003. As per Rule 16a-4(b) of the Securities Exchange Act of 1934, the exercise of the Warrants
reported herein is set forth as a purchase of the underlying Common Stock and a closing of a derivative security position.
(3) In connection with the transaction described in the Form 8-K, existing Debentures held by Strategic Partners were amended to
extend their maturity date until March 31, 2006 and their applicable conversion prices for conversion into Common Stock were
revised in accordance with their anti-dilution provisions. Strategic Partners holds Debentures in the principal amounts of:
$10,000,000; $125,000; $126,562; $128,144; $129,746; $131,368; $133,010; $134,672; $136,356; $138,060; $139,786; $141,534; and
$143,302. The conversion prices for such Debentures per share of Common Stock are, respectively, $0.6135, $0.7525, $0.4862,
$0.3964, $0.2735, $0.4501; $0.9701, $0.9701; $0.8128; $0.8827; $0.7516; $0.7667; and $1.0200. The Debentures are therefore
convertible, respectively, into the following amounts of Common Stock: 16,298,644; 166,110; 260,238; 323,268; 474,436; 291,858;
137,104; 138,818; 167,756; 156,400; 185,974; 184,598; and 140,492. The foregoing Debentures, except for the $10,000,000 initial
Debenture, were received by Strategic Partners as interest payments. Interest on all the Debentures held by Strategic Partners
is paid quarterly on each January 1, April 1, July 1 and October 1.
/s/ Larry N. Feinberg March 3, 2003
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**Signature of Reporting Person Date
Larry N. Feinberg, as managing member of
Oracle Strategic Capital, L.L. C., the
general partner of Oracle Strategic Partners, L.P.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for
procedure.
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