|
OMB
APPROVAL | |
|
OMB
Number : 3235-0145 | |
|
Expires:
December 31, 2005 | |
|
Estimated
average burden hours per response ……..11 |
|
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
SCHEDULE
13D
UNDER
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. ________)*
Cellular
Technical Services Company, Inc.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
151167103
(CUSIP
Number)
Phillip
Frost, M.D.
4400
Biscayne Boulevard
Miami,
Florida 33137
Telephone:(305)
575-6511
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 12,
2005
(Date of Event Which Requires Filing of this Statement)
(Date of Event Which Requires Filing of this Statement)
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.
*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
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.)
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILLIP
FROST, M.D.
| ||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ý
(b) o | |
|
3
|
SEC
USE ONLY
| ||
|
4
|
SOURCE
OF FUNDS*
OO
| ||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)¨
| ||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
| ||
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
| |
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
1,400,000*
| |
|
EACH
REPORTING |
9
|
SOLE
DISPOSITIVE POWER
0
| |
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
1,400,000*
| |
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,000
Shares*
| ||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[]
| ||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
| ||
|
14
|
TYPE
OF REPORTING PERSON*
IN
| ||
* These
shares are held by Frost Gamma Investments Trust, of which the reporting person
is the trustee and Frost Gamma, Limited Partnership is the sole and exclusive
beneficiary. The reporting person is the sole limited partner of Frost Gamma,
Limited Partnership. The general partner of Frost Gamma, Limited Partnership is
Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada
corporation. The reporting person is also the sole shareholder of Frost Nevada
Corporation. As such, the reporting person may be deemed the beneficial owner of
all shares owned by the Frost Gamma Investments Trust by virtue of his power to
vote or direct the vote of such shares or to dispose or direct the disposition
of such shares owned by the Trust.
2
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FROST
GAMMA INVESTMENTS TRUST, I.R.S. I.D. #46-0464745
| ||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
ý
(b)
o
| |
|
3
|
SEC
USE ONLY
| ||
|
4
|
SOURCE
OF FUNDS*
OO
| ||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)¨
| ||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida,
United States
| ||
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
| |
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
1,400,000*
| |
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
| |
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
1,400,000*
| |
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,000
Shares*
| ||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[]
| ||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
| ||
|
14
|
TYPE
OF REPORTING PERSON*
OO
| ||
* These
shares are held by the reporting person, of which Phillip Frost is the trustee
and Frost Gamma, Limited Partnership is the sole and exclusive beneficiary. Dr.
Frost is the sole limited partner of Frost Gamma, Limited Partnership. The
general partner of Frost Gamma, Limited Partnership is Frost Gamma, Inc. and the
sole shareholder of Frost Gamma, Inc. is Frost-Nevada corporation. Dr. Frost is
also the sole shareholder of Frost Nevada Corporation.
3
Item
1. Security
and Issuer.
This
statement on Schedule 13D (this "Schedule
13D")
relates to the Common Stock, par value $0.001 per share (the "Shares"), of
Cellular Technical Services Company, Inc., a Delaware corporation (the
"Company"). The
principal executive offices of the Company are located at 20 East Sunrise
Highway, Suite 200, Valley Stream, NY 11581.
Item
2. Identity
and Background.
| (a) |
This
Schedule 13D is being filed by Phillip Frost, M.D., an individual
(“Frost”)
and Frost Gamma Investments Trust, a Florida trust (the “Trust”)
(collectively, the "Reporting
Persons").
|
| (b) |
Each
of Frost and the Trust has a business address of 4400 Biscayne Blvd.,
Miami, Florida 33137. |
| (c) |
Frost’s
present principal occupation is as Chairman of the Board of Directors and
Chief Executive Officer of IVAX Corporation, a Florida corporation, which
through its subsidiaries is engaged primarily in the research,
development, manufacturing, marketing and distribution of health care
products. Dr. Frost’s principal business address is 4400 Biscayne
Boulevard, Miami, Florida 33137. |
|
The
Trust is a trust organized under the laws of the State of Florida. The
Trust’s principal business address is 4400 Biscayne Boulevard, Miami,
Florida 33137. |
| (d) |
To
the best knowledge of each of the Reporting Persons, neither such
Reporting Person has been convicted in any criminal proceeding (excluding
traffic violations and similar
misdemeanors). |
|
(e) |
To
the best knowledge of each of the Reporting Persons, neither such
Reporting Person was a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activity subject to, Federal or State
securities laws or finding any violation with respect to such laws during
last five years. |
|
(f) |
Frost
is a citizen of the United States of America.
|
Item
3. Source
and Amount of Funds or Other Consideration.
|
The
source and amount of fund with respect to the purchase of 1,400,000 Shares
of the Issuer will be provided from the working capital of the
Trust. |
4
Item
4. Purpose
of Transaction.
The
Reporting Persons acquired the Shares of the Issuer for investment purposes. As
a result of the acquisition of the Shares of the Issuer, Frost will become a
member of the Board of Directors of the Issuer.
Item
5. Interest
in Securities of the Issuer.
(a) and
(b)
|
Name
|
Shares
Beneficially Owned
|
Percentage
Beneficially Owned
|
|
Phillip
Frost, M.D. |
1,400,000** |
31.3%* |
|
Frost
Gamma Investments Trust |
1,400,000** |
31.3%* |
|
* |
Based
on (i) 2,486,758
shares
outstanding on March 30, 2005, as reported by Issuer and (ii) the
issuance of 2,100,000 Shares of which 1,400,000 Shares are reported in
this Schedule 13D. |
| ** | These shares are owned as of record by the Trust, of which the reporting person is the trustee and Frost Gamma, Limited Partnership is the sole and exclusive beneficiary. Frost is the sole limited partner of Frost Gamma, Limited Partnership. The general partner of Frost Gamma, Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada corporation. Frost is also the sole shareholder of Frost Nevada Corporation. As such Frost may be deemed the beneficial owner of all shares owned by the Trust by virtue of his power to vote or direct the vote of such Shares or to dispose or direct the disposition of such Shares owned by the Trust. |
(c)
No transactions have been effected between the Issuer and the Reporting Persons
except those described in Items 3 and 4 specifically and this Schedule 13D
generally. Information contained in Items 3 and 4 above is hereby incorporated
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, any Shares owned by the Reporting Persons.
(e) Not
applicable.
Item
6. Contracts,
Arrangements, Understandings or
Relationships
with Respect to Securities of the Issuer.
N/A
Item 7.
Material
to be filed as Exhibits
N/A
5
SIGNATURE
After
reasonable inquiry and to the best knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
|
Dated: April
12, 2005
|
/s/
Phillip Frost,
M.D.
Phillip
Frost, M.D.
FROST
GAMMA INVESTMENTS TRUST
By:
/s/
Phillip Frost,
M.D.
Phillip
Frost, M.D., Trustee |
6