-----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, FO1Goj119bOt+nbu0JrpJT3sYPzxblPdWOzY353jMTDzk5/CdTtoUzLF9ArgB1ww Of2VkFDp46TfzBvVReaMHg== 0000905718-01-500089.txt : 20010712 0000905718-01-500089.hdr.sgml : 20010712 ACCESSION NUMBER: 0000905718-01-500089 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPHERE MEDICAL INC CENTRAL INDEX KEY: 0000919015 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043216867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48675 FILM NUMBER: 1678931 BUSINESS ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 BUSINESS PHONE: 7816817900 MAIL ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 FORMER COMPANY: FORMER CONFORMED NAME: BIOSEPRA INC DATE OF NAME CHANGE: 19940215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128912120 MAIL ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 biosphere13d.txt 13D FOR BIOSPHERE MEDICAL INC. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BIOSPHERE MEDICAL, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 09066VB103 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Stephen Feinberg Robert G. Minion, Esq. 450 Park Avenue Lowenstein Sandler PC 28th Floor 65 Livingston Avenue New York, New York 10022 Roseland, New Jersey 07068 (212) 421-2600 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) July 3, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Section 240.13d-7(b) 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). Cusip No. 09066VB103 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only): Stephen Feinberg - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: * -------------------------------------- Shares Beneficially 8) Shared Voting Power: * -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: * -------------------------------------- Person With: 10) Shared Dispositive Power: * --------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,550,935* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 12.3%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * Cerberus Partners, L.P. ("Cerberus") is the holder of 452,556 shares of common stock of Biosphere Medical, Inc. (the "Company"), Cerberus International, Ltd. ("International") is the holder of 903,912 shares of common stock of the Company and Stephen Feinberg individually is the holder of 152,800 shares of common stock of the Company. In addition, Cerberus and International are the holders of warrants exercisable for an additional 13,889 and 27,778 shares of common stock of the Company, respectively. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities of the Company owned individually by him and by each of Cerberus and International. Thus, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own 1,550,935 shares of common stock of the Company, or 12.3% of those deemed issued and outstanding. See Item 5 for further information. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon information provided directly by the Company, as of July 3, 2001, there were issued and outstanding 12,597,822 Shares. As of July 3, 2001, Cerberus is the holder of 452,556 Shares, International is the holder of 903,912 Shares and Stephen Feinberg individually is the holder of 152,800 Shares. In addition, Cerberus and International are the holders of warrants exercisable for an additional 13,889 and 27,778 Shares, respectively. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities of the Company owned by him and by each of Cerberus and International. Thus, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own 1,550,935 Shares, or 12.3% of those deemed issued and outstanding. In addition, as of July 3, 2001, an employee of Cerberus personally holds 165,088 Shares, and warrants exercisable for an additional 3,472 Shares. However, Stephen Feinberg does not exercise any voting, investment or other authority with respect to the securities of the Company held by such employee, and Stephen Feinberg and such employee at all times act independent of one another with respect to the securities of the Company. During the past sixty days, the only transactions in Shares by Mr. Feinberg, or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof, were as follows (each of which, other than as noted below, were effected in ordinary brokers transactions): Cerberus Partners, L.P. Purchases Date Quantity Price May 8, 2001 3,300 $14.25 May 11, 2001 2,000 14.25 June 22, 2001 6,700 15.65 June 25, 2001 800 15.33 June 26, 2001 3,300 15.62 July 3, 2001* 317,000* 11.00* *Represents a purchase in the public offering effected by the Company and a shareholder of the Company on July 3, 2001. Sales NONE Cerberus International, Ltd. Purchases Date Quantity Price May 8, 2001 6,700 $14.25 May 11, 2001 3,900 14.25 June 22, 2001 13,300 15.65 June 25, 2001 1,500 15.33 June 26, 2001 6,700 15.62 July 3, 2001* 633,000* 11.00* Sales NONE *Represents a purchase in the public offering effected by the Company and a shareholder of the Company on July 3, 2001. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. July 10, 2001 /s/ Stephen Feinberg ------------------------------------ Stephen Feinberg, individually and in his capacity as the managing ` member of Cerberus Associates, L.L.C., the general partner of Cerberus Partners, L.P., and as the investment manager for Cerberus International, Ltd. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----