rrd50518_57097.html

-----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, UUdmx0hndrsel+MEvk1/jgHMOJtN/xF6mU+kj1zaQ+ZKwUCvhopz0d21/sHivnrL CWViQW6wkq45xbrYgGOEyw== 0001181431-04-058222.txt : 20041213 0001181431-04-058222.hdr.sgml : 20041213 20041213110955 ACCESSION NUMBER: 0001181431-04-058222 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041210 FILED AS OF DATE: 20041213 DATE AS OF CHANGE: 20041213 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SYNBIOTICS CORP CENTRAL INDEX KEY: 0000719483 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 953737816 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11011 VIA FRONTERA CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6194513771 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DONELAN THOMAS A CENTRAL INDEX KEY: 0001211987 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11303 FILM NUMBER: 041197958 BUSINESS ADDRESS: BUSINESS PHONE: 5139849730 MAIL ADDRESS: STREET 1: 9468 MONTGOMERY ROAD CITY: CINCINNATI STATE: OH ZIP: 45242 4 1 rrd60279.xml FORM 4 X0202 4 2004-12-10 0 0000719483 SYNBIOTICS CORP SBIO 0001211987 DONELAN THOMAS A 9468 MONTGOMERY ROAD CINCINNATI 45245 1 0 1 0 Common Stock 2004-12-10 4 J 0 49989 0.176 A 382202 D Common Stock 2004-12-10 4 J 0 22622 0.176 A 735488 I Redwood Holdings, LLC Series C Preferred Stock Common Stock 21796668 21796668 I Redwood West Coast, LLC Series C Preferred Stock Common Stock 778452 778452 I Redwood Holdings, LLC Common Stock Warrant .17 2004-09-23 2010-09-01 Common Stock 250000 250000 I Redwood Holdings, LLC Acquired pursuant to the election of Redwood West Coast, LLC in lieu of cash dividends on Synbiotics Corporation's Series C Preferred Stock held by Redwood West Coast, LLC, as permitted by the Certificate of Determination of the Series C Preferred Stock of Synbiotics Corporation. As required by its Operating Agreement, Redwood West Coast, LLC directed that the shares of Common Stock be issued directly to its members. Mr. Donelan received 49,989 shares of Common Stock of Synbiotics Corporation in this distribution. Acquired pursuant to the election of Redwood West Coast, LLC in lieu of cash dividends on Synbiotics Corporation's Series C Preferred Stock held by Redwood West Coast, LLC, as permitted by the Certificate of Determination of the Series C Preferred Stock of Synbiotics Corporation. As required by its Operating Agreement, Redwood West Coast, LLC directed that the shares of Common Stock be issued directly to its members. Redwood Holdings, LLC received 11,969 shares of Common Stock of Synbiotics Corporation in this distribution. Redwood Holdings, LLC is the owner of record of 735,488 shares of Common Stock of Synbiotics Corporation. Mr. Donelan is a 24.9% owner of Redwood Holdings, LLC, which has sole voting and dispositive power with respect to the shares. Mr. Donelan disclaims beneficial ownership of the shares reflected above, except to the extent of his direct pecuniary interest in Redwood Holdings, LLC. Acquired in lieu of cash dividends on Synbiotics Corporation's Series C Preferred Stock held by Redwood Holdings, LLC, as permitted by the Certificate of Determination of the Series C Preferred Stock of Synbiotics Corporation. Redwood Holdings, LLC received 10,653 shares of Common Stock of Synbiotics Corporation in this distribution. Redwood Holdings, LLC is the owner of record of 735,488 shares of Common Stock of Synbiotics Corporation. Mr. Donelan is a 24.9% owner of Redwood Holdings, LLC, which has sole voting and dispositive power with respect to the shares. Mr. Donelan disclaims beneficial ownership of the shares reflected above, except to the extent of his direct pecuniary interest in Redwood Holdings, LLC. See Exhibit 99.1 to this Form 4. On September 23, 2004, Redwood Holdings, LLC purchased 100 shares of Series C Convertible Preferred Stock of Synbiotics Corporation. Redwood Holdings, LLC is the beneficial owner of 100 shares of Series C Convertible Preferred Stock of Synbiotics Corporation. Mr. Donelan is a 24.9% owner of Redwood Holdings, LLC. In addition, Mr. Donelan serves on the Management Committee of Redwood Holdings, LLC, which has sole voting and dispositive power with respect to the shares. The shares are convertible into shares of common stock at any time into such number of shares of common stock by dividing each share of Series C Convertible Preferred Stock, valued at $1,000, by the conversion price - initially set at $0.12846. Mr. Donelan disclaims beneficial ownership of the shares reflected above, except to the extent of his direct pecuniary interest in Redwood Holdings, LLC. On September 23, 2004, in conjunction with a credit agreement, Remington Capital, LLC received a warrant to purchase 250,000 shares of Common Stock of Synbiotics Corporation with an exercise price of $0.17 per share. The warrant is exercisable at any time, in whole or in part, through September 1, 2010. Remington Capital, LLC is indirectly owned 100% by Redwood Holdings, LLC. Mr. Donelan is a 24.9% owner of Redwood Holdings, LLC. Mr. Donelan disclaims beneficial ownership of the shares reflected above, except to the extent of his direct pecuniary interest in Redwood Holdings, LLC. Thomas A. Donelan, by Keith A. Butler his attorney-in-fact 2004-12-13 EX-99.1 2 rrd50518_57097.htm EXHIBIT 99.1 rrd50518_57097.html

EXHIBIT 99.1


On October 31, 2002, Redwood West Coast, LLC exchanged 2,800 shares of Series B Convertible Preferred Stock of Synbiotics
Corporation for 2,800 shares of Series C Convertible Preferred Stock of Synbiotics Corporation. Redwood West Coast, LLC is the
beneficial owner of 2,800 shares of Series C Convertible Preferred Stock of Synbiotics Corporation. Mr. Donelan is a 17.7572%
owner of Redwood West Coast, LLC - owning 16.7581% individually and 0.9991% through Redwood Holdings, LLC (Mr. Donelan is
a 24.9% owner of Redwood Holdings, LLC). In addition, Mr. Donelan serves on the Management Committee of Redwood West
Coast, LLC, which has sole voting and dispositive power with respect to the shares. The shares are convertible into shares of
common stock at any time into such number of shares of common stock by dividing each share of Series C Convertible Preferred
Stock, valued at $1,000, by the conversion price - initially set at $0.12846 (these conversion features are identical to that of the
Series B Convertible Preferred Stock). Mr. Donelan disclaims beneficial ownership of the shares reflected above, except to the
extent of his direct and indirect pecuniary interest in Redwood West Coast, LLC.

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