-----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, KB9JiL1fV2Mn0RhfE98h4CqpvEijcuMe9P97OL6DDTh87BbvlU2EUkebQkb2lheK 1PmRL5K0fU1F0szE1a2jVg== /in/edgar/work/20000721/0001088020-00-000025/0001088020-00-000025.txt : 20000920 0001088020-00-000025.hdr.sgml : 20000920 ACCESSION NUMBER: 0001088020-00-000025 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000721 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PALATIN TECHNOLOGIES INC CENTRAL INDEX KEY: 0000911216 STANDARD INDUSTRIAL CLASSIFICATION: [2835 ] IRS NUMBER: 954078884 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46069 FILM NUMBER: 676691 BUSINESS ADDRESS: STREET 1: 103 CARNEGIE CENTER, SUITE 200 STREET 2: SUITE 100 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-520-1911 MAIL ADDRESS: STREET 1: 103 CARNEGIE CENTER, SUITE 200 STREET 2: SUITE 100 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: INTERFILM INC DATE OF NAME CHANGE: 19930825 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PUTNAM CHARLES L CENTRAL INDEX KEY: 0001103881 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 214 CARNEGIE CENTER SUITE 100 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6095201911 MAIL ADDRESS: STREET 1: 1606 CENTRAL AVENUE SE SUTIE 201 CITY: ALBUQUERQUE STATE: NM ZIP: 87106-4478 SC 13D 1 0001.txt SCHEDULE 13D FOR CHARLES L. PUTNAM SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Palatin Technologies, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 696077 30 4 (CUSIP Number) Stephen T. Wills, Chief Financial Officer Palatin Technologies, Inc. 103 Carnegie Center, Suite 200 Princeton, NJ 08540 (609) 520-1911 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 13, 2000 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-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). 13D PAGE 2 OF 5 PAGES CUSIP No. 696077 30 4 ________________________________________________________________________________ 1) Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). Charles L. Putnam ________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Source of Funds (See Instructions) PF, OO ________________________________________________________________________________ 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] ________________________________________________________________________________ 6) Citizenship or Place of Organization United States of America ________________________________________________________________________________ Number of (7) Sole Voting Power 434,962 Shares _________________________________________________________________ Beneficially Owned by (8) Shared Voting Power -0- Each _________________________________________________________________ Reporting Person (9) Sole Dispositive Power 434,962 With _________________________________________________________________ (10) Shared Dispositive Power -0- ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person 434,962 shares ________________________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ________________________________________________________________________________ 13) Percent of Class Represented by Amount in Row (11) 5.2% ________________________________________________________________________________ 14) Type of Reporting Person (See Instructions) IN ________________________________________________________________________________ 13D PAGE 3 OF 5 PAGES ITEM 1. SECURITY AND ISSUER The title of the class of equity securities to which this statement relates is common stock, $0.01 par value per share, of Palatin Technologies, Inc. The name and address of the principal executive offices of the issuer are: Palatin Technologies, Inc. 103 Carnegie Center, Suite 200 Princeton, NJ 08540 ITEM 2. IDENTITY AND BACKGROUND (a) Charles L. Putnam (b) Palatin Technologies, Inc. 103 Carnegie Center, Suite 200 Princeton, NJ 08540 (c) Executive vice president, chief operating officer and director of Palatin Technologies, Inc., a development-stage medical technology company (business address listed in Item 2(b) above). (d) During the last five years, the reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the reporting person was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, where as a result of such proceeding, he 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. (f) Citizenship: United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On September 11, 1998, the issuer granted to the reporting person, as incentive compensation, an option to purchase 50,000 shares of the issuer's common stock, at an exercise price of $2.50 per share. That option is scheduled to vest as to 17,000 shares on September 11, 2000, at which time it will be fully vested. As a result of this scheduled vesting, the reporting person became the beneficial owner of more than 5% of the issuer's common stock as of July 13, 2000 (60 days before the scheduled vesting). The issuer has previously granted to the reporting person, as incentive compensation under various stock option plans and agreements, currently exercisable stock options to purchase an aggregate of 414,962 shares of the issuer's common stock at exercise prices ranging from $1.00 to $8.00 per share. Options to purchase an additional 34,000 shares of common stock at $4.875 per share will vest on July 8, 2001. The reporting person currently owns 3,000 outstanding shares of the issuer's common stock, purchased on the open market on January 10, 2000, using $10,687.50 of personal funds. 13D PAGE 4 OF 5 PAGES ITEM 4. PURPOSE OF TRANSACTION The reporting person acquired the stock options described in Item 3 above as part of his compensation as an employee and executive officer of the issuer, and acquired the outstanding common stock described in Item 3 above as a personal investment. The reporting person has no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure; (g) Changes in the issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The reporting person beneficially owns 434,962 shares of the common stock of the issuer, including 3,000 outstanding shares and options exercisable currently or within 60 days to purchase 431,962 shares. These 434,962 shares represent approximately 5.2% of the issuer's outstanding common stock. (b) The reporting person has sole power to vote, direct the vote of, dispose of, and direct the disposition of 434,962 shares of common stock. He does not have shared power with respect to any shares. 13D PAGE 5 OF 5 PAGES (c) In addition to the option vesting reported in Item 3 above, another common stock option which the issuer previously granted to the reporting person vested on July 8, 2000, as to 33,000 shares, exercisable at $4.875 per share. The reporting person has had no other transactions in the issuer's securities during the past sixty days. (d) No other person has rights with respect to the securities which the reporting person beneficially owns. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The reporting person has options to purchase, currently or within 60 days, 431,962 shares of the issuer's common stock, granted under various stock option plans of and agreements with the issuer. The plans and agreements provide the terms for the grant, exercise, termination, expiration and adjustment of the options. These options are not transferable during the life of the reporting person. The reporting person may be required to notify the issuer of certain dispositions of the common stock underlying the options. Otherwise, the option terms do not include any restrictions or requirements relating to voting of any of the issuer's securities, finder's fees, joint ventures, loans, puts or calls, guarantees of profits, division of profit or loss, or the giving or withholding of proxies. Except as stated above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the reporting person and any other person or persons with respect to any other securities of the issuer. None of the shares of common stock of the issuer which the reporting person beneficially owns are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities, other than in connection with standard default and similar provisions in loan agreements. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None 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. Dated: July 21, 2000 /s/ Charles L. Putnam ---------------------------- Charles L. Putnam -----END PRIVACY-ENHANCED MESSAGE-----