-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V8+Ji/QHEUdCCNS1coBYzKXKpB7zoDtTxYyEdijaE0H4doIXs7AY4JrX/Y4IzVlM ITsXNatDLZTGIDz4n1QcBA== 0001169232-06-001050.txt : 20060221 0001169232-06-001050.hdr.sgml : 20060220 20060221155154 ACCESSION NUMBER: 0001169232-06-001050 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED BIOTHERAPY INC CENTRAL INDEX KEY: 0000791833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 510402415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81621 FILM NUMBER: 06632962 BUSINESS ADDRESS: STREET 1: 6355 TOPANGA CANYON BLVD STREET 2: SUITE 510 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-8833956 MAIL ADDRESS: STREET 1: 6355 TOPANGA CANYON BLVD STREET 2: SUITE 510 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED BIOTHERAPY CONCEPTS INC DATE OF NAME CHANGE: 19990524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIPHART RICHARD P CENTRAL INDEX KEY: 0000904775 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O WILLIAM BLAIR &COMPANY, LLC STREET 2: 222 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312 MAIL ADDRESS: STREET 1: C/O WILLIAM BLAIR &COMPANY, LLC STREET 2: 222 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D 1 d67015_sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __) Advanced Biotherapy, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 00750J100 (CUSIP Number) 6355 Topanga Canyon Blvd Suite 510 Woodland Hills, CA 91367 - Ed Buccellato (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 17, 2006 (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 that 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(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 4 Pages) - ---------- (1) 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 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. 00750J100 SCHEDULE 13D Page 2 of 4 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Richard P. Kiphart ####-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - Personal Funds - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 12,000,000 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 12,000,000 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.08% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer This statement relates to common stock of Advanced Biotherapy, Inc (the "Company"). The principal executive offices of the Company are located at 6355 Topanga Canyon Blvd Suite 510, Woodland Hills, California 91367. Item 2. Identity and Background (a) This Schedule 13D is filed on behalf of Richard P. Kiphart. (b) The business address of Mr. Kiphart is as follows: Richard P. Kiphart c/o William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 (c) Mr. Kiphart is a principal of William Blair & Company, L.L.C., a broker dealer and investment adviser. (d) Mr. Kiphart has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Kiphart has not, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities with respect to, federal or state securities laws or a finding of any violations with respect to such laws. (f) US Item 3. Source and Amount of Funds or Other Considerations The funds for the acquisition of the common stock of the Company over consisted of personal funds of Mr. Kiphart. The amount of this transaction was approximately $4,104,475 Item 4 Purpose of Transaction The common stock of the Company was purchased by Mr. Kiphart for investment only. Therefore, the plans of Mr. Kiphart with respect to the common stock of the Company do not relate to and would not result in any of the items enumerated in (a)-(j) of Item 4. Item 5 Interest in Securities of the Issuer (a) As of February 17, 2006, Mr. Kiphart owned 12,000,000 shares of the common stock of the Company, which equals 22.08% of the outstanding shares (54,348,346) of the common stock of the Company. * Shares held in the name of Richard P. Kiphart include the right to acquire 13,197,348 shares, upon the conversion of $3,299,337 principal amount of the Company's 2002 Subordinated Convertible Pay-In-Kind Notes Due June 1, 2006 ("2002 Convertible Notes Due 2006") and the right to acquire 3,220,552 shares, upon the conversion of $805,138 principal amount of the Company's 2003 Subordinated Convertible Pay-In-Kind Notes Due September 30, 2007, options to purchase up to 20,000 shares of Common Stock at an exercise price of $0.21 per share, options to purchase up to 30,000 shares of Common Stock at an exercise price of $0.42 per share and options to purchase up to 25,000 shares of Common Stock at an exercise price of $0.20 per share. (b) Mr. Kiphart owns shares of the common stock of the Company over which Mr. Kiphart has the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of such shares. (c) Mr. Kiphart has effected the following purchases of the common stock of the Company in the last sixty days: (d) Not applicable. (e) Not applicable. Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No contracts, arrangements, understandings or relationships (legal or otherwise) among the Fund and any other person or persons with respect to the securities of the issuer. Item 7 Material to Be Filed as Exhibits No material is being filed as exhibits. 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. Date: February 17, 2006 Signature:/s/ Richard P. 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