-----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, DESLSRUwoIImo5Frt8jA2826cQe145PYbT+GsBn+YUFLH28eFJ5QA1UFxvCFTkoF 5yySwTzb0TqXUjqwqrN+wA== 0000896058-97-000082.txt : 19970320 0000896058-97-000082.hdr.sgml : 19970320 ACCESSION NUMBER: 0000896058-97-000082 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970319 SROS: NASD GROUP MEMBERS: SOUNDVIEW ASSET MANAGEMENT, INC. GROUP MEMBERS: SPINNAKER TECHNOLOGY FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTIME INC CENTRAL INDEX KEY: 0000876343 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943127919 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42290 FILM NUMBER: 97559290 BUSINESS ADDRESS: STREET 1: 935 PARDEE ST CITY: BERKELEY STATE: CA ZIP: 94710 BUSINESS PHONE: 5108459535 MAIL ADDRESS: STREET 1: 935 PARDEE STREET CITY: BERKELEY STATE: CA ZIP: 94710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPINNAKER TECHNOLOGY FUND LP CENTRAL INDEX KEY: 0000935467 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22 GATEHOUSE RD STREET 2: C/O SOUNDVIEW ASSET MANAGEMENT LP CITY: STAMFORD STATE: CT ZIP: 06092 BUSINESS PHONE: 2034627250 MAIL ADDRESS: STREET 1: C/O SOUNDVIEW ASSET MANAGEMENT INC STREET 2: 22 GATEHOUSE RD CITY: STAMFORD STATE: CT ZIP: 06092 SC 13D/A 1 SCHEDULE 13D -- AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) BIOTIME, INC. ------------- (Name of Issuer) Common Stock, No Par Value -------------------------- (Title of Class of Securities) 09066L105 (CUSIP Number of Class of Securities) Lawrence A. Bowman Spinnaker Technology Fund, L.P. c/o Bowman Capital Management, L.L.C. 1875 South Grant Street, Suite 600 San Mateo, CA 94402 (415) 287-2200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) With a copy to: Frank W. Hogan, III, Esq. Winthrop, Stimson, Putnam & Roberts Financial Centre, 695 East Main Street Stamford, CT 06904-6760 (203) 348-2300 February 4, 1997 ---------------- (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 Rule 13d-1(b)(3) or (4), check the following box: |_| Check the following box if a fee is being paid with this Statement: |_| Page 1 of 11 Pages SCHEDULE 13D - -------------------------------------------- CUSIP NO. 09066L105 - -------------------------------------------- ================================================================================ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Spinnaker Technology Fund, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 124,000 NUMBER OF SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH -0- REPORTING ----------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER 124,000 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 124,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.89% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN ================================================================================ Page 2 of 11 Pages SCHEDULE 13D - -------------------------------------------- CUSIP NO. 09066L105 - -------------------------------------------- ================================================================================ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SoundView Asset Management, Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH -0- REPORTING ----------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ================================================================================ Page 3 of 11 Pages Item 1. Security and Issuer. -------------------- The class of equity securities to which this Statement relates is the common stock, no par value (the "Common Stock"), of BioTime, Inc., a California corporation (the "Company"), which has its principal executive offices at 935 Pardee Street, Berkeley, California 94710. Item 2. Identity and Background. ------------------------ This Statement is being filed in connection with the Common Stock beneficially held by Spinnaker Technology Fund, L.P., a Delaware limited partnership ("Spinnaker"). Spinnaker conducts its principal business and maintains its principal office at 1875 South Grant Street, Suite 600, San Mateo, CA 94402. Until March 12, 1997, the sole general partner of Spinnaker was SoundView Asset Management, Inc., a Delaware corporation ("SoundView"), which conducts its principal business and maintains its principal office at 1875 South Grant Street, Suite 600, San Mateo, CA 94402 (Spinnaker and SoundView are sometimes hereinafter referred to as the "Filers"). On March 12, 1997 Soundview transferred its partnership interest in Spinnaker to Bowman Capital Management, L.L.C. Spinnaker was formed in 1994 for the principal business of providing an investment vehicle for institutional and other sophisticated investors to acquire equity interests in companies with significant potential for long-term growth in value in the technology industry. SoundView was formed in 1994 for the principal business of serving as the general partner and manager of various investment funds and portfolios. The name, business address, present principal occupation or employment of each executive officer and director of SoundView as of February 4, 1997 is set forth in Schedule I hereto, which is incorporated herein by reference. Each of the individuals listed in Schedule I hereto are U.S. citizens. During the past five years, none of the Filers nor any of the executive officers or directors of the Filers (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 4 of 11 Pages Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Not Applicable. Item 4. Purpose of Transaction. ----------------------- Spinnaker has acquired the Common Stock for investment purposes. Spinnaker does not have any intention of acquiring control over the Company; however, if Spinnaker believes that further investment in the Company is attractive, whether because of the market price of the Common Stock or otherwise, they may acquire additional shares of Common Stock. Similarly, depending upon market and other factors, Spinaker may determine to dispose of the Common Stock. Except as disclosed above, Spinnaker does not have any plans or proposals of the type set forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) and (b) The number of shares of Common Stock issued and outstanding and the percentage calculations resulting therefrom in this Item 5 are based on information contained in the Company's most recently available filing with the Securities and Exchange Commission. Based upon information from the Company after an offering by the Company to its shareholders of rights to subscribe for and purchase shares of Common Stock at February 4, 1997, the number of outstanding shares of Common Stock increased to approximately 3,190,000. Spinnaker beneficially owns 124,000 shares of Common Stock, representing approximately 3.89% of the Common Stock issued and outstanding. Spinnaker has sole voting and dispositive power with respect to all Common Stock owned by it, which power is exercised by its general partner, Bowman Capital Management, L.L.C. (c) The following open market transactions with respect to shares of the Company's Common Stock were effected by Spinnaker during the past 60 days prior to the date of this Statement: Transaction Date Sale Price (1997) No. of Shares Sold Per Share - ---------------- ------------------ ---------- January 22 5,100 $31.6887 March 3 16,000 $39.1718 (d) To the best knowledge of the Filers, no person other than Spinnaker and Bowman Capital Management, L.L.C. has the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of shares of Common Stock beneficially owned by Spinnaker. Page 5 of 11 Pages (e) The Filers ceased to be the beneficial owners of more than five percent of the Company's Common Stock on February 4, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ----------------------------------------------- Not applicable. Item 7. Material to be Filed as Exhibits. --------------------------------- Exhibit A: Agreement pursuant to Rule 13d-1(f)(1). Page 6 of 11 Pages 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: March 18, 1997 SPINNAKER TECHNOLOGY FUND, L.P. By: Bowman Capital Management, L.L.C. Its General Partner By: /s/ Lawrence A. Bowman --------------------------- Lawrence A. Bowman President Page 7 of 11 Pages 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: March 18, 1997 SOUNDVIEW ASSET MANAGEMENT, INC. By: /s/ Kerry A. Tyler ---------------------------- Kerry A. Tyler Vice President - Finance Page 8 of 11 Pages SCHEDULE I INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS OF SOUNDVIEW ASSET MANAGEMENT, INC. DIRECTORS AND EXECUTIVE OFFICERS: The following table sets forth the name, business address and present principal occupation or employment of each of the current directors and executive officers of SoundView Asset Management, Inc. as of February 4, 1997. PRESENT PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Lawrence A. Bowman President and Director of SoundView Asset Management, Inc. SoundView Asset Management, 22 Gatehouse Road Inc. Stamford, Connecticut 06902 Kerry Tyler Secretary and Treasurer of SoundView Asset Management, Inc. SoundView Asset Management, 22 Gatehouse Road Inc. Stamford, Connecticut 06902 James B. Townsend President of SoundView SoundView Financial Group, Inc. Financial Group, Inc. 22 Gatehouse Road Stamford, Connecticut 06902 Russell D. Crabs Managing Director of SoundView Financial Group, Inc. SoundView Financial Group, 22 Gatehouse Road Inc. Stamford, Connecticut 06902 Page 9 of 11 Pages EXHIBIT INDEX Exhibit Document Page No. - ------- -------- -------- A Agreement pursuant to Rule 13d-1(f)(1) 11 Page 10 of 11 Pages Exhibit A AGREEMENT Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the Statement to which this Exhibit A is attached is filed on its behalf. Date: March 18, 1997 SPINNAKER TECHNOLOGY FUND, L.P. By: Bowman Capital Management, L.L.C., Its General Partner By: /s/ Lawrence A. Bowman --------------------------- Lawrence A. Bowman President SOUNDVIEW ASSET MANAGEMENT, INC. By: /s/ Kerry A. Tyler ---------------------------- Kerry A. Tyler Vice President - Finance Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----