-----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, IEPi/JPDb68gA+PG6D5QMUO0tyHASADtNFxw/b1cF1LKoPsjUf4ra46W/nNz9BTx 3W1q3H5G7gNJbjAxq981KQ== 0001144204-05-021143.txt : 20050711 0001144204-05-021143.hdr.sgml : 20050711 20050711143657 ACCESSION NUMBER: 0001144204-05-021143 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050711 DATE AS OF CHANGE: 20050711 GROUP MEMBERS: MR. PAUL CALAND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIRAVANT MEDICAL TECHNOLOGIES CENTRAL INDEX KEY: 0000933745 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770222872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49175 FILM NUMBER: 05947795 BUSINESS ADDRESS: STREET 1: 336 BOLLAY DRIVE CITY: SANTA BARBARA STATE: CA ZIP: 93117 BUSINESS PHONE: 8056859880 MAIL ADDRESS: STREET 1: 336 BOLLAY DRIVE CITY: SANTA BARBARA STATE: CA ZIP: 93117 FORMER COMPANY: FORMER CONFORMED NAME: PDT INC /DE/ DATE OF NAME CHANGE: 19941214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST CLOUD INVESTMENTS LTD CENTRAL INDEX KEY: 0001267155 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 61 PURCHASE STREET STREET 2: STE 2 CITY: RYE STATE: NY ZIP: 10580 SC 13D/A 1 v021317_sc13da.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* MIRAVANT MEDICAL TECHNOLOGIES - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 69329P103 - -------------------------------------------------------------------------------- (CUSIP Number) Paul Caland c/o Robert T. Tucker, Esq. 61 Purchase Street Rye, New York 10580 914-967-8105 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 3, 2005 - -------------------------------------------------------------------------------- (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. |_| * 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). (Page 1 of 8 Pages) SCHEDULE 13D CUSIP No. 69329P103 Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Mr. Paul Caland - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 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 France - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 22,923,268[GRAPHIC OMITTED] -------------------------------------------------------- 8. SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------- OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 22,923,268 PERSON -------------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,923,268 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.18% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- CUSIP No. 53215R100 Page 3 of 8 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) St. Cloud Investments, Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 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 British Virgin Islands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 22,923,268 -------------------------------------------------------- 8. SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------- OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 22,923,268 PERSON -------------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,923,268 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.18% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Explanatory Note: Information set forth under each of the Items referenced below supplements the information set forth in the comparable items in Schedule 13D filed by St. Cloud Investments, Ltd. ("SCI") with the Securities and Exchange Commission ("SEC") on March 10, 1999 and Amendment No. 1 filed with the SEC on January 11, 2005. To the extent that information in this Amendment No. 2 is inconsistent with information contained in the Schedule 13D filed on March 10, 1999 or Amendment No. 1 filed on January 11, 2005, the information contained herein shall be deemed to modify or supersede, as the case may be, the information contained in the earlier filings. Except as expressly stated below, there have been no material changes in the information contained in such Schedule 13D or Amendment No. 1, as originally filed. Item 1. Security and Issuer. This Amendment No. 2 to Schedule 13D is filed by SCI to amend and supplement its Schedule 13D filed with the SEC on March 10, 1999 and Amendment No. 1 filed with the SEC on January 11, 2005, with respect to the common stock, par value $.01 per share ("Common Stock") of Miravant Medical Technologies ("Miravant"), the principal executive offices of which are located at 336 Bollay Drive, Santa Barbara, California 93117. Item 2. Identity and Background. (a) This statement on Schedule 13D is filed by Mr. Paul Caland, an individual ("Mr. Caland"), and St. Cloud Investments, Ltd., a corporation organized under the laws of the British Virgin Islands ("SCI"; together with Mr. Caland, the "Reporting Persons"). (b-c) SCI is a privately-held investment company incorporated under the laws of the British Virgin Islands. Mr. Caland is the majority shareholder of SCI and may be deemed to beneficially own the shares of Common Stock held of record by SCI. The address of the principal office of SCI is c/o Nomina Financial Services Ltd., Waldmannstrasse 8, P.O. Box 391, Zurich Switzerland CH-8024. The directors are Robert T. Tucker and Nancy Main. Mr. Tucker is a citizen of the United States, his principal occupation is an attorney and his business address is 61 Purchase Street, Suite 2, Rye, New York 10580. Ms. Main is a citizen of the United States, her principal occupation is an attorney and her business address is 928 East Ojai Avenue, Ojai, CA 93023. (d-e) During the last five years, neither Mr. Caland, SCI nor, to the best knowledge of SCI, the executive officers and directors of SCI has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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) Mr. Caland is a citizen of France and SCI is a corporation organized under the laws of the British Virgin Islands. Item 3. Source and Amount of Funds or Other Consideration. On April 1, 2005, SCI received 225,334 shares of Common Stock as consideration for a $225,344 interest payment due to SCI pursuant to the terms of certain convertible debentures issued by the Company and held by SCI. On April 29, 2005, SCI and the Company entered into Amendment No. 1 to Convertible Debt and Warrant Purchase Agreement and Related Common Stock Warrants which provided that in the event that the Company consummates any subsequent financing transaction in which the warrant coverage provided to the lenders or investors in such transaction is more favorable than the terms of the Notes previously issued to SCI, then SCI shall receive additional Warrants as necessary to receive the same warrant coverage as is provided in such other financing. Pursuant to the terms of the amendment, and upon the closing of sale of the Company's Series B Preferred Stock on May 3, 2005, in which the warrant coverage provided to investors was more favorable than the terms of the Notes previously held by SCI, SCI was issued an additional 3,150,000 Warrants. (Page 4 of 8 Pages) On April 28, 2005, SCI and the Company entered into Amendment No. 1 to Unsecured Convertible Debenture which provided that in the event that the Company consummates any subsequent financing transaction in which the warrant coverage provided to the lenders or investors in such transaction is more favorable than the terms of the Debentures previously issued to SCI, then SCI shall receive additional Warrants as necessary to receive the same warrant coverage as is provided in such other financing. Pursuant to the terms of the amendment, and upon the closing of sale of the Company's Series B Preferred Stock on May 3, 2005, in which the warrant coverage provided to investors was more favorable than the terms of the Debentures previously held by SCI, SCI was issued an additional 625,000 Warrants. Item 4. Purpose of Transaction. The shares were acquired by the Reporting Persons solely for investment purposes. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Depending on market conditions and other factors that each may deem material to its investment decision, each of the Reporting Persons may purchase additional shares in the open market or in private transactions or may dispose of all or a portion of the Shares that such Reporting Persons now owns or hereafter may acquire. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons may be deemed to be the beneficial owners of 22,923,268 shares of Common Stock, consisting of 1,712,106 shares of Common Stock, debentures convertible into 2,500,000 shares of Common Stock ("Debentures"), notes convertible into 6,861,162 shares of Common Stock ("Notes") and warrants to purchase 11,850,000 shares of Common Stock ("Warrants"), constituting approximately 39.18% of the outstanding shares of Common Stock (which calculation is based on 37,295,900 shares of Common Stock outstanding on May 9, 2005 as reported in the Company's Form 10-Q filed on May 13, 2005 and as adjusted to reflect the assumed conversion of the Debentures and Notes and the assumed exercise the Warrants which are exercisable within 60 days of the date hereof). Due to his position as the majority holder of the stock of SCI, Mr. Caland may, pursuant to the Act, be deemed to the be the beneficial owner of the Common Stock owned directly by SCI. To the best knowledge of the Reporting Persons, none of the executive officers and directors of SCI, other than Mr. Caland beneficially owns any Common Stock. (b) SCI has the sole power to vote and dispose of the Common Stock. Mr. Caland, in his capacity as the majority holder of the stock of SCI, may be deemed to share power to vote or direct the vote and to dispose or to direct the disposition of the Common Stock. (c) Except as set forth in Item 3, neither Mr. Caland, SCI, nor to the best knowledge of the Reporting Persons, the executive officers and directors of SCI has effected any transaction in the Common Stock in the past sixty (60) days. (d) Except as set forth in Item 5(b), no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as set forth herein or in the Exhibits filed herewith, neither Mr. Caland, SCI nor, to the best knowledge of the Reporting Persons, the executive officers and directors of SCI, has any contracts, arrangements, understandings or relationships (legal or otherwise) with each other or with any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the Company's securities, finder's fees, joint ventures, loan or option arrangements, puts or call, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. (Page 5 of 8 Pages) Item 7. Material to be Filed as Exhibits. Exhibit A. - Joint Filing Agreement pursuant to Rule 13d-1(k)(1). (Page 6 of 8 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: July 8, 2005 ST. CLOUD INVESTMENTS, LTD. By: /s/ Nancy Main ---------------------------- Nancy Main Title: Director /s/ Paul Caland ---------------------------- Paul Caland (Page 7 of 8 Pages) EXHIBIT A JOINT FILING AGREEMENT AND POWER OF ATTORNEY In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended ("the Exchange Act"), the undersigned hereby agrees to the joint filing of the Statements referred to below on behalf of each of them of statements of beneficial ownership (collectively, "Statements") pursuant to Regulation 13D-G under the Exchange Act (including amendments to such Statements) with respect to the Common Stock, par value $.01 per share (the "Common Stock"), of Miravant Medical Technologies, a Delaware corporation, and that this Agreement be included as an Exhibit to such joint filing. Each of the undersigned Reporting Persons hereby constitutes and appoints Nancy Main, with full power of substitution, as the attorney-in-fact of the undersigned for the purpose of executing and filing all Statements to be filed by such Reporting Persons (including amendments thereto) with respect to the Common Stock, Debentures, Notes and Warrants. This Agreement and Power of Attorney may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement and Power of Attorney this 8th day of July 2005. ST. CLOUD INVESTMENTS, LTD. By: /s/ Nancy Main ---------------------------- Nancy Main Title: Director /s/ Paul Caland ---------------------------- Paul Caland (Page 8 of 8 Pages) -----END PRIVACY-ENHANCED MESSAGE-----