-----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, Sc9WFI3uD8zMv7N86s8JPcHifC6z21wj6M0sU3WOlx3O8rKPU2eyLBHyP/F6xZq/ CY+iTISDBwoNPN82u4gcAA== 0000899140-96-000502.txt : 19961021 0000899140-96-000502.hdr.sgml : 19961021 ACCESSION NUMBER: 0000899140-96-000502 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961018 SROS: NASD GROUP MEMBERS: WISDOM TREE CAPITAL MANAGEMENT INC GROUP MEMBERS: WISDOMTREE ASSOCIATES, L.P. GROUP MEMBERS: WISDOMTREE OFFSHORE, LTD. 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: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42290 FILM NUMBER: 96645497 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: WISDOM TREE CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001011300 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133729429 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128432777 MAIL ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 AMENDMENT NO. 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 BoxTime, Inc. - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - ----------------------------------------------------------------------------- (Title of Class of Securities) 09066L105 - ----------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Michael J. Kaplan, Esq. WisdomTree Capital Management, Inc. 1633 Broadway, 38th Floor New York, New York 10019 (212) 843-2782 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Roger D. Blanc Willkie Farr & Gallagher 153 East 53rd Street New York, NY 10022 (212) 821-8000 October 9, 1996 - ----------------------------------------------------------------------------- (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: [ ] Check the following box if a fee is being paid with this statement: [ ] 2 SCHEDULE 13D CUSIP No. 09066L105 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Capital Management, Inc. I.D. #13-3729429 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 225,000 shares of Common Stock OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 225,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 225,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP No. 09066L105 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Offshore, Ltd. 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 25,000 shares of Common Stock OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 25,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 25,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D CUSIP No. 09066L105 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Associates, L.P. I.D. #13-3729430 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 200,000 shares of Common Stock OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 200,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 200,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 Item 1. Security and Issuer. This Statement on Schedule 13D, dated October 17, 1996, relates to the common stock, no par value (the "Common Stock") of BioTime, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended. This Statement relates to the original filing on Schedule 13D, filed September 27, 1996 and made by WisdomTree Associates, L.P., WisdomTree Offshore, Ltd., WisdomTree Capital Management, Inc., and Jonathan L. Steinberg, and this Statement, which is Amendment #1 to such Schedule 13D, shall be deemed to restate the filing in its entirety. The address of the principal executive office of the Company is 935 Pardee Street, Berkeley, California 94710. As reported in its Form 10-K for the fiscal year ended June 30, 1996, as of September 13, 1996 the Company had 2,782,071 shares of Common Stock outstanding. Item 2. Identity and Background. This Statement is being filed by WisdomTree Associates, L.P. ("WTAssociates"), WisdomTree Offshore, Ltd. ("WTOffshore"), and WisdomTree Capital Management, Inc. ("WTInc"), (which entities are hereinafter sometimes collectively referred to as the "Reporting Entities") which entities may together be deemed to be a "group", although such entities disclaim group membership. WTAssociates is a limited partnership organized under the laws of the State of New York, with a business address at WisdomTree Associates, L.P., 1633 Broadway, 38th Fl., New York, New York 10019. The principal business of WTAssociates is as a private fund that invests in securities of companies which generally have a market capitalization at the time the investment is initiated of $250 million or less. WTOffshore is a limited liability corporation organized under the laws of the Cayman Islands, with a business address at WisdomTree Offshore, Ltd., Zephyr House, 5th Fl., P.O. Box 1561, Mary Street, Grand Cayman, Cayman Islands, British West Indies. The principal business of WTOffshore is as a private offshore fund that invests in securities of companies which generally have a market capitalization at the time the investment is initiated of $250 million or less. The officers and directors of WTOffshore, their respective places of citizenship, and the principal occupation and business address of each such person not principally employed by such entity, are as follows: 6
Name Citizenship Position; Other Occupation and Address ---- ----------- -------------------------------------- Jonathan L. Steinberg USA Vice President Scot Rosenblum USA Chairman, Vice President and Director Christopher Wetherhill Bermuda President and Director; Executive Officer The Hemisphere Group Limited Hemisphere House 9 Church Street Hamilton, Bermuda Charles Quin Cayman Is. Director; Partner Quin & Hampson George Town, Grand Cayman, Cayman Islands
WTInc is a corporation organized under the laws of the State of New York, with a business address at WisdomTree Capital Management, Inc., 1633 Broadway, 38th Fl., New York, New York 10019. WTInc is the General Partner of WTAssociates and is the Investment Manager of WTOffshore. The principal business of WTInc is the management of WTAssociates. The officers and directors of WTInc, their respective places of citizenship, and the principal occupation and business address of each such person not principally employed by such entity, are as follows:
Name Citizenship Position; Other Occupation and Address ---- ----------- -------------------------------------- Jonathan L. Steinberg USA Chairman, Chief Executive Officer, Treasurer and Director Robert Schmidt USA President and Director Scot Rosenblum USA Vice President, Secretary and Director Russell Anmuth USA Vice President
Messrs. Steinberg and Anmuth are the officers of WTInc principally involved in investment decisions required of WTInc respecting funds managed by WTInc, which investment discretion may include the power to vote and/or dispose of acquired securities. WisdomTree Advisors, LLC ("WTLlc") is a limited liability corporation organized under the laws of the State of New York, with a business address at WisdomTree Capital Advisors, LLC, 1633 Broadway, 38th Fl., New York, New York 10019. The principal business of WTLlc is providing portfolio consulting and/or administrative services, which were provided to WTAssociates, WTOffshore, and WTInc. during the fourth fiscal quarter of 1995 and the first three fiscal quarters of 1996. The majority stockholder and controlling person of WTLlc is 7 WTInc. WTLlc has not been involved in investment decisions respecting securities owned by WTAssoicates and/or WTOffshore. WTInc is a wholly-owned subsidiaries of Individual Investor Group, Inc. ("IIG"), a corporation organized under the laws of the State of Delaware, with a business address at Individual Investor Group, Inc., 1633 Broadway, 38th Fl., New York, New York 10019. The principal businesses of IIG are as an investment manager and as a financial services company which publishes and markets Individual Investor magazine, Ticker magazine, and Individual Investor's Special Situations Report. The officers and directors of IIG, their respective places of citizenship, and the principal occupation and business address of each such person not principally employed by such entity, are as follows:
Name Citizenship Position; Other Occupation and Address ---- ----------- -------------------------------------- Jonathan L. Steinberg USA Chairman, Director and Chief Executive Officer Robert Schmidt USA President, Chief Operating Officer Director Scot Rosenblum USA Vice President, Secretary and Director Henry Clark USA Controller and Assistant Secretary Peter M. Ziemba USA Assistant Secretary Bruce Sokoloff USA Director; Executive Vice President Reliance Group Holdings, Inc. 55 East 52nd Street New York, New York 10055
Jonathan L. Steinberg is the Chairman and Chief Executive Officer of IIG and may be deemed to be a controlling person of IIG, WTInc, WTLlc, and thereby also deemed to be a controlling person of each of WTAssociates and WTOffshore. Messrs. Steinberg, Rosenblum, Schmidt and Anmuth are also each Limited Partners of WTAssociates. During the last five years, neither the Reporting Entities nor, to the best of the Reporting entities' knowledge, any of the other persons identified in the foregoing Item 2 has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgement, 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. 8 Item 3. Source and Amount of Funds or Other Consideration. As of the close of business on October 16, 1996, WTAssociates owned 200,000 shares of Common Stock acquired in brokered transactions for an aggregate purchase price, including commissions and net of sales to date, if any, of shares of Common Stock, of $3,803,359.50. The source of funds for acquisition of such Common Stock was available investment capital of WTAssociates and, from time to time, borrowings in margin accounts regularly maintained at Paine Webber Incorporated. As of the close of business on October 16, 1996, WTOffshore owned 25,000 shares of Common stock acquired in brokered transactions for an aggregate purchase price, including commissions and net of sales to date, if any, of shares of Common Stock, of $504,645.00. The source of funds for acquisition of such Common Stock was available investment capital of WTOffshore and, from time to time, borrowings in margin accounts regularly maintained at Paine Webber Incorporated. Item 4. Purpose of Transaction. WTAssociates and WTOffshore have acquired the Common Stock owned by each of them for investment purposes. Each entity will continuously evaluate its investment in the Common Stock based on factors including, among others they may deem relevant, the Company's business, prospects and financial condition, the market for the Common Stock, alternatively available investment opportunities, general economic conditions, stock market conditions, and availability of funds. WTAssociates and WTOffshore each expressly reserves the right to increase or decrease its holdings of Common Stock on such terms or at such times as it may determine. Any purchase or sale of Common Stock may be executed in the open market or in one or more privately negotiated transactions. Except to the extent set forth above, or in any other Item hereof, the Reporting Entities and, to the best of their knowledge, the persons and entities listed in Item 2 hereof, do not have any present plans or proposals that relate to or would result in any of the actions required to be described in this Item 4 of Schedule 13D, but each of the Reporting Entities retains the right to take all such actions as each may deem appropriate to maximize capital appreciation in the Common Stock owned by WTAssociates and WTOffshore. Item 5. Interest in Securities of the Issuer. (a) As of the close of business on October 16, 1996, WTAssociates was the record owner and had direct beneficial ownership of 200,000 shares, or approximately 7.2% of the outstanding Common Stock. As of the close of business on October 16, 1996, WTOffshore was the record owner and had direct beneficial ownership of 25,000 shares, or approximately .9% of the 9 outstanding Common Stock. As the General Partner of WTAssociates and the Investment Manager of WTOffshore, WTInc may be deemed to have direct beneficial ownership of the 225,000 shares, or approximately 8.1% of the outstanding Common Stock owned of record by WTAssociates and WTOffshore. Each of the other persons and entities named in Item 2 may, by virtue of their relationship to WTAssociates and/or WTOffshore as is described therein, be deemed to have indirect beneficial ownership of the Common Stock owned of record by WTAssociates and/or WTOffshore; however, each of such persons and entities disclaims such beneficial ownership and, to the best knowledge of the Reporting Entities and except as may be specifically otherwise set forth herein, no such persons and/or entities has any other beneficial ownership of Common Stock. Messrs. Steinberg, Schmidt, Rosenblum and Anmuth may, by virtue of their status as Limited Partners of WTAssociates, and WTInc may, by virtue of its economic interest as General Partner of WTAssociates, be deemed to have beneficial ownership of that portion of the securities owned by WTAssociates corresponding to their respective equity interests therein. (b) The power to vote or direct the vote and the power to dispose or direct the disposition of the 200,000 shares of Common Stock as to which WTAssociates is the record owner may be deemed to be shared between WTInc and WTAssociates, although WTInc, as General Partner of WTAssociates, is generally vested with sole control of such matters. The power to vote or direct the vote and the power to dispose or direct the disposition of the 25,000 shares of Common Stock as to which WTOffshore is the record owner is shared between WTInc and WTOffshore, although WTInc, as Investment Manager of WTOffshore, is generally vested with sole control of such matters. To the best knowledge of the Reporting Entities, no other person or entity included in Item 2, by virtue of the capacity indicated therein and separate from their direct involvement with the Reporting Entities, shares in the power to vote or direct the vote or the power to dispose or direct the disposition of the 225,000 shares of Common stock as to which WTAssociates and WTOffshore are the aggregate record owners. (c) Information concerning transactions in Common Stock effected by the Reporting Entities is set forth in Exhibit A hereto and is incorporated by reference; all of such transactions were effected in open market transactions. Except as set forth in Exhibit A, no transactions in Common Stock have been effected by any of the Reporting Entities or, to the best knowledge of the Reporting Entities, by any of the persons or entities included in Item 2, during the past 60 days. 10 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the agreement of limited partnership of WTAssociates, WTInc, as general partner, (i) is generally vested with all investment discretion respecting securities owned by WTAssociates, including the power to vote or direct the vote and the power to dispose or direct the disposition of such securities, and (ii) has the right to receive (a) a quarterly fee calculated at the per annum rate of 1% of net assets, plus (b) an incentive allocation equal to 20% of annual net profit, calculated after allocation of net profit equal to the excess of net loss over net profit, if any, allocated to the limited partners in previous fiscal years. WTLlc may receive all or a portion of the fees described in (a) above as otherwise due to WTInc. Pursuant to an investment management agreement between WTOffshore and WTInc, as investment manager WTInc. (i) is generally vested, subject to the control of WTOffshore's Board of Directors, with all investment discretion regarding securities owned by WTOffshore, including the power to vote or direct the vote and the power to dispose or direct the disposition of such securities, and (ii) has the right to receive (a) a quarterly fee calculated at the per annum rate of 1.5% of net assets, plus (b) an incentive allocation equal to 20% of annual net profit, calculated after allocation of net profit equal to the excess of net loss over net profit, if any, allocated to the limited partners in previous fiscal years. WTLlc may receive all or a portion of the fees described in (a) above as otherwise due to WTInc. WTAssociates and WTOffshore have no agreement, arrangement or understanding to act in concert with respect to the Common Stock, nor is WTInc and/or WTLlc under any obligation to exercise investment discretion on behalf of WTAssociates and/or WTOffshore in any concerted fashion. Except as set forth in this Statement, there are no contracts, arrangements, understandings or relationships between the Reporting Entities, nor are there any contracts, arrangements, understanding or relationships between the Reporting Entities and the other persons and entities included in Item 2, or, to the best knowledge of the Reporting Entities, between the persons and entities included in Item 2, with respect to the Common Stock. Item 7. Material to be Filed as Exhibits. Exhibit A - Transactions in Common Stock Exhibit B - Form of Margin Agreement (incorporated herein by reference to the Exhibit to the Schedule 13D with respect to the Common Stock, $0.01 par value, of Target Technologies, Inc. filed on behalf of the Reporting Entities, dated March 20, 1996). 11 EXHIBIT A WisdomTree Associates, L.P. Date Per Share $ Price # Shares Acquired (Disposed) - ---- ----------------- ---------------------------- 03/25/96 7.11 22,000 03/26/96 7.63 10,000 03/27/96 8.12 (5,000) 04/01/96 9.19 13,000 04/15/96 15.84 (15,000) 04/18/95 13.75 7,500 05/01/96 16.13 7,500 05/15/96 24.85 10,000 05/23/96 23.60 12,500 05/28/96 23.63 9,000 05/31/96 23.13 3,500 06/03/96 18.56 10,000 06/03/96 17.58 1,000 06/28/96 22.75 5,000 07/29/96 19.19 6,000 07/30/96 19.25 5,000 08/19/96 21.34 10,000 08/20/96 19.95 2,000 08/21/96 20.32 2,000 09/17/96 19.88 7,500 09/19/96 18.51 2,500 09/25/96 19.58 18,000 09/26/96 19.97 7,000 09/27/96 20.27 10,000 09/27/96 19.24 (2,000) 10/01/96 20.14 1,700 10/02/96 19.64 2,000 10/03/96 19.25 5,000 10/07/96 19.69 10,000 10/08/96 20.16 1,500 10/09/96 21.00 20,800 WisdomTree Offshore, Ltd. Date Per Share $ Price # Shares Acquired (Disposed) - ---- ----------------- ---------------------------- 08/27/96 22.16 8,000 08/28/96 22.07 2,000 09/17/96 19.88 2,500 09/18/96 19.01 2,500 09/19/96 18.51 2,500 09/20/96 18.63 7,500 12 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 17, 1996 WISDOMTREE ASSOCIATES, L.P. By: WisdomTree Capital Management, Inc. General Partner By: /s/ Scot Rosenblum Name: Scot Rosenblum Title: Vice President Dated: October 17, 1996 WISDOMTREE OFFSHORE, LTD. By: /s/Scot Rosenblum Name: Scot Rosenblum Title: Director Dated: October 17, 1996 WISDOMTREE CAPITAL MANAGEMENT, INC. By: /s/ Scot Rosenblum Name: Scot Rosenblum Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----