rrd83573_94039.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, OgrUpWGGh6VKw0hgUtnnRZIo2BfRgJMwxV/geSjalZqeMENdOzSjTlUKsxxy6VAd RudNdToeKKanmrLuwqshJg== 0001181431-05-060441.txt : 20051109 0001181431-05-060441.hdr.sgml : 20051109 20051109135941 ACCESSION NUMBER: 0001181431-05-060441 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051029 FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUYAN JERRY L CENTRAL INDEX KEY: 0000903266 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11303 FILM NUMBER: 051189152 BUSINESS ADDRESS: BUSINESS PHONE: 5132713700 MAIL ADDRESS: STREET 1: MERIDIAN DIAGNOSTICS INC STREET 2: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 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: 8584513771 MAIL ADDRESS: STREET 1: 11011 VIA FRONTERA CITY: SAN DIEGO STATE: CA ZIP: 92127 4 1 rrd96793.xml FORM 4 X0202 4 2005-10-29 0 0000719483 SYNBIOTICS CORP SBIO 0000903266 RUYAN JERRY L 9468 MONTGOMERY ROAD CINCINNATI OH 45242 0 0 1 0 Common Stock 2005-10-29 4 J 0 8315 0.13 D 2204000 D Common Stock 2005-10-29 4 J 0 2483 0.13 D 764000 I Redwood Holdings, LLC Common Stock 2005-10-29 4 J 0 1907 0.13 D 12214000 I Redwood West Coast, LLC Series C Preferred Stock Common Stock 9582749 9582749 I Redwood West Coast, LLC Series C Preferred Stock 2005-10-28 4 P 0 180 1000 A Common Stock 1401214 2179666 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. Redwood Holdings, LLC received 766,483 shares of Common Stock of Synbiotics Corporation in these distributions. After the cash-out transaction described in note (7), Redwood Holdings, LLC is the owner of record of 764,000 shares of Common Stock of Synbiotics Corporation. Mr. Ruyan is a 49.8% owner of Redwood Holdings, LLC, which has sole voting and dispositive power with respect to the shares. Mr. Ruyan 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 766,483 shares of Common Stock of Synbiotics Corporation in these distributions. After the cash-out transaction described in note (7), Redwood Holdings, LLC is the owner of record of 764,000 shares of Common Stock of Synbiotics Corporation. Mr. Ruyan is a 49.8% owner of Redwood Holdings, LLC, which has sole voting and dispositive power with respect to the shares. Mr. Ruyan 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 October 28, 2005, Redwood Holdings, LLC purchased 180 shares of Series C Convertible Preferred Stock of Synbiotics Corporation. Redwood Holdings, LLC is the beneficial owner of 280 shares of Series C Convertible Preferred Stock of Synbiotics Corporation. Mr. Ruyan is a 49.8% owner of Redwood Holdings, LLC. In addition, Mr. Ruyan 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. Ruyan disclaims beneficial ownership of the shares reflected above, except to the extent of his direct pecuniary interest in Redwood West 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. Ruyan is a 49.8% owner of Redwood Holdings, LLC. Mr. Ruyan disclaims beneficial ownership of the shares reflected above, except to the extent of his direct pecuniary interest in Redwood Holdings, LLC. On October 29, 2005, Synbiotics Corporation effected a reverse stock split of its common stock in the ratio of 1-for-2,000. Any fractional share resulting from the reverse split was cashed out by Synbiotics Corporation in the amount of $0.13 for each pre-reverse-split share of common stock which became part of a fractional share. Mr. Ruyan received $1,080.95 for 8,315 pre-reverse-split shares of common stock which became part of a fractional share. On October 30, 2005, Synbiotics Corporation effected a forward stock split of its common stock in the ratio of 2,000-for-1. On October 29, 2005, Synbiotics Corporation effected a reverse stock split of its common stock in the ratio of 1-for-2,000. Any fractional share resulting from the reverse split was cashed out by Synbiotics Corporation in the amount of $0.13 for each pre-reverse-split share of common stock which became part of a fractional share. Redwood Holdings, LLC received $322.79 for 2,483 pre-reverse-split shares of common stock which became part of a fractional share. On October 30, 2005, Synbiotics Corporation effected a forward stock split of its common stock in the ratio of 2,000-for-1. On October 29, 2005, Synbiotics Corporation effected a reverse stock split of its common stock in the ratio of 1-for-2,000. Any fractional share resulting from the reverse split was cashed out by Synbiotics Corporation in the amount of $0.13 for each pre-reverse-split share of common stock which became part of a fractional share. Redwood West Coast, LLC received $247.91 for 1,907 pre-reverse-split shares of common stock which became part of a fractional share. On October 30, 2005, Synbiotics Corporation effected a forward stock split of its common stock in the ratio of 2,000-for-1. Jerry L. Ruyan, by Keith A. Butler his attorney-in-fact 2005-11-09 EX-99.1 2 rrd83573_94039.htm EXHIBIT 99.1 rrd83573_94039.html

EXHIBIT 99.1

After the cash-out transaction described in note (8), Redwood West Coast, LLC is the beneficial owner of 12,214,000 shares of
Common Stock of Synbiotics Corporation and 1,231 shares of Series C Convertible Preferred Stock of Synbiotics Corporation.
Mr. Ruyan is a 56.0053% owner of Redwood West Coast, LLC - owning 54.0071% individually and 1.9982% through Redwood
Holdings, LLC (Mr. Ruyan is a 49.8% owner Redwood Holdings, LLC).  In addition, Mr. Ruyan 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 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. Ruyan 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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