-----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, HX2hWC4bcVKv2Syd3dN67zl/R2hetKqcF8xD+TU8BbNzYNoIkr03t3t7hVs7aR/i Urjm2nSEiV6a0q1xVt0YnA== 0000950110-96-000300.txt : 19960329 0000950110-96-000300.hdr.sgml : 19960329 ACCESSION NUMBER: 0000950110-96-000300 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960328 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIO TECHNOLOGY GENERAL CORP CENTRAL INDEX KEY: 0000722104 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133033811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34455 FILM NUMBER: 96539464 BUSINESS ADDRESS: STREET 1: 70 WOOD AVENUE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 9086328800 MAIL ADDRESS: STREET 1: 70 WOOD AVENUE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIO CARDIA CORP CENTRAL INDEX KEY: 0000907062 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BIOTECHNOLOGY CENTRAL CORP STREET 2: 70 WEST AVENUE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 9036328800 SC 13D/A 1 SCHEDULE 13D - ------------------------------------------ OMB APPROVAL - ------------------------------------------ OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form.....................14.90 - ------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bio-Technology General Corp. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 090578 10 5 - ------------------------------------------------------------------------------- (CUSIP Number) Sim Fass, President and Chief Executive Officer, Bio-Cardia Corporation c/o Bio-Technology General Corp., 70 Wood Avenue South, Iselin, NJ 08830; Telephone (908) 632-8800 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1995 - ------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D CUSIP No.090578 10 5 Page 2 of 12 Pages (1) NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bio-Cardia Corporation; EIN 22-3261673 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) |X| (3) SEC USE ONLY (4) SOURCE OF FUNDS* 00 (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 (14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D This Amendment No. 1 to the Schedule 13D originally filed with the Securities and Exchange Commission in November 1994 (the "Schedule 13D") is being filed on behalf of Bio-Cardia Corporation ("Bio-Cardia"), a Delaware corporation. The business address of Bio-Cardia is c/o Bio-Technology General Corp., 70 Wood Avenue South, Iselin, New Jersey 08830. Item 1. Security and Issuer Item 1 is hereby amended to read in its entirety as follows: This Statement relates to the common stock, $.01 par value per share (the "Common Stock"), of Bio-Technology General Corp. (the "Issuer"). The Issuer's principal executive offices are located at 70 Wood Avenue South, Iselin, New Jersey 08830. Item 2. Identity and Background Item 2 is hereby amended to read in its entirety as follows: NAME: See Item 1 of the cover page of this Schedule 13D for the name of the reporting person. The following persons are executive officers, directors or controlling persons of Bio-Cardia (the "Executive Officers and Directors"): Digby W. Barrios Edmond Sonnenblick Ralph L. Nachman John P. White Sim Fass Marian Gorecki David Haselkorn Nadim Y. Kassem Yehuda Sternlicht STATE OF ORGANIZATION OR CITIZENSHIP: See Item 6 of the cover page of this Schedule 13D for the state of organization of the reporting person. All of the Executive Officers and Directors are citizens of the United States, except for Marian Gorecki, David Haselkorn and Yehuda Sternlicht, who are each citizens of Israel. 3 ADDRESS OF PRINCIPAL BUSINESS OR RESIDENCE: For: Bio-Cardia Corporation c/o Bio-Technology General Corp. 70 Wood Avenue South Iselin, New Jersey 08830 For: Digby W. Barrios 57 Main Street Ridgefield, CT 06877 For: Edmond Sonnenblick Albert Einstein College of Medicine 1300 Morris Park Avenue Bronx, New York 10461 For: Ralph L. Nachman Cornell University Medical College 1300 York Avenue New York, New York 10021 For: John P. White Cooper & Dunham 30 Rockefeller Plaza New York, New York 10112 For: Sim Fass Nadim Y. Kassem Bio-Technology General Corp. 70 Wood Avenue South Iselin, New Jersey 08830 For: Marian Gorecki David Haselkorn Yehuda Sternlicht Bio-Technology General (Israel) Ltd. Kiryat Weizmann, Rehovot Israel 76326 4 ADDRESS OF PRINCIPAL OFFICE: See "Address of Principal Business or Residence" listed above in this Item 2 for the address of the principal office of the reporting person and of the Executive Officers and Directors. PRINCIPAL BUSINESS OR OCCUPATION: Bio-Cardia's principal business was the research, development, testing and commercialization of products focusing on cardiovascular diseases and pulmonary diseases affecting premature newborns using technology licensed by the Issuer to Bio-Cardia. The Issuer terminated its license to Bio-Cardia on December 31, 1995. The following are the present principal occupations or employments of each of the Executive Officers and Directors: Digby W. Barrios is retired and is a director of Bio-Cardia. Edmond Sonnenblick is employed as Chief, Division of Cardiology, Department of Medicine, at the Albert Einstein College of Medicine. He is also a director of Bio-Cardia. Ralph L. Nachman is the Chairman, Department of Medicine, at Cornell University Medical College and is Physician-in-Chief, at The New York Hospital. He is a director of Bio-Cardia. John P. White is a partner of Cooper & Dunham, a law firm of patent attorneys. He is a director of Bio-Cardia. Sim Fass is the President and Chief Executive Officer of Bio-Cardia and the President and Chief Executive Officer of the Issuer. He is also a director of the Issuer. Marian Gorecki is the Senior Vice President, Research and Development of Bio-Cardia and is the Senior Vice President, Chief Technical Officer of the Issuer. David Haselkorn is the Senior Vice President, Chief Operating Officer of Bio-Cardia and Senior Vice President and Chief Operating Officer of the Issuer. Nadim Y. Kassem is the Senior Vice President - Chief Medical Officer of Bio-Cardia and the Senior Vice President - Chief Medical Officer of the Issuer. Yehuda Sternlicht is Chief Financial Officer and Treasurer of Bio-Cardia and Chief Financial Officer of the Issuer. 5 NO CONVICTION IN CRIMINAL PROCEEDINGS: The reporting person and the Executive Officers and Directors have not been convicted in any criminal proceeding during the last five years. NO SECURITIES LAWS VIOLATIONS: The reporting person and the Executive Officers and Directors have not been subject, during the last five years, to any 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 as a result of civil proceedings. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended to add the following: Pursuant to the Agreement described in Item 5, on December 29, 1995 the reporting person transferred to the issuer all of the warrants to purchase common stock of the issuer (the "Warrants") that it owned in partial satisfaction of indebtedness owed to the issuer. Item 4. Purpose of Transaction Item 4 is hereby amended to add the following: The issuer and the reporting person entered into the agreement described in Item 5, pursuant to which the reporting person sold the warrants to the Issuer. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended to read in its entirety as follows: (a) None (b) None (c) Pursuant to the Agreement, dated as of December 29, 1995, by and among Bio-Technology General Corp., Bio-Cardia Corporation and Bio-Technology General (Israel) Ltd. (the "Agreement") the reporting person agreed to transfer the warrants (the "Warrants") to purchase 2,670,000 shares of common stock to the issuer in partial satisfaction of amounts owed to the issuer. The last closing bid price of the Warrants on December 29, 1995 was $1,375 per Warrant. (d) None (e) December 29, 1995 6 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits 1. Agreement, dated as of December 29, 1995, by and among Bio-Technology General Corp., Bio-Cardia Corporation and Bio-Technology General (Israel) Ltd. 7 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: March 25, 1996 BIO-CARDIA CORPORATION By: /s/ SIM FASS --------------------------- Sim Fass President and Chief Executive Officer 8 EX-99.1 2 AGREEMENT EXHIBIT 1 AGREEMENT AGREEMENT, dated as of December 29, 1995, by and among Bio-Technology General Corp. ("BTG"), a Delaware corporation, Bio-Cardia Corporation ("Bio-Cardia"), a Delaware corporation, and Bio-Technology General (Israel) Ltd. ("BTG Israel"), a corporation formed under the laws of the State of Israel. WHEREAS, BTG and Bio-Cardia are parties to a Technology License Agreement dated as of December 31, 1993 (the "Technology License Agreement"), pursuant to which BTG granted a license under certain patent rights and technology (the "Licensed Technology") for the purpose of allowing Bio-Cardia to develop and market certain products; and WHEREAS, BTG and Bio-Cardia are parties to a Research and Development Agreement dated as of December 31, 1993 (the "Research and Development Agreement"), pursuant to which BTG was engaged to perform research and development activities on behalf of Bio-Cardia relating to the Licensed Technology; and WHEREAS, BTG and Bio-Cardia are parties to a Services Agreement dated as of December 31, 1993 (the "Services Agreement"), pursuant to which BTG agreed to provide certain services, including accounting, financial, legal and administrative services to Bio-Cardia; and WHEREAS, BTG and Bio-Cardia are parties to a Marketing Option Agreement dated as of December 31, 1993 (the "Marketing Option Agreement"), pursuant to which Bio-Cardia granted to BTG an option to market and sell products (the "Products") derived from the Licensed Technology; and WHEREAS, BTG Israel and Bio-Cardia are parties to a Supply Agreement dated as of December 31, 1993 (the "Supply Agreement"), pursuant to which Bio-Cardia engaged BTG Israel to manufacture Products; and WHEREAS, in order to fund development of the Products and Bio-Cardia's obligations to BTG under the Technology License Agreement and the Research and Development Agreement, Bio-Cardia sold shares of its common stock at a purchase price per share of $25,000, of which $3,750 was paid in cash at closing and the remainder was paid with a promissory note (the "Investor Note") due in five installments over a period of three years; and WHEREAS, simultaneous and in conjunction with Bio-Cardia's sale of stock, BTG issued to each Bio-Cardia stockholder warrants to purchase 3,750 shares of BTG Common Stock (the "Warrants") for each share of Bio-Cardia stock purchased in consideration for such stockholders grant to BTG of an irrevocable option to purchase such stockholder's Bio-Cardia stock at any time on or prior to December 31, 1997; and WHEREAS, due to payment defaults by certain stockholders of Bio-Cardia under their Investor Notes, Bio-Cardia was unable to meet its obligations to BTG under the Technology License Agreement and the Research and Development Agreement; and WHEREAS, following such default, BTG continued to fund research and development in respect of the Products, and provided Bio-Cardia with funds to meet its operating expenses and to consummate an exchange offer with its non-defaulting stockholders; and WHEREAS, during October 1994, Bio-Cardia received, pursuant to settlements with certain of its defaulting stockholders, Warrants to purchase 2,670,000 shares of BTG common stock at an exercise price of $5.49 per share (the "Surrendered Warrants"); and WHEREAS, in 1995 Bio-Cardia reached settlements with all of its other stockholders who had outstanding Investor Notes, which settlements resulted in cancellation of such Investor Notes; and WHEREAS, at December 29, 1995, there was due to BTG from Bio-Cardia in excess of $7,000,000 for research and development performed by BTG on behalf of Bio-Cardia during 1994 and 1995 and for product purchases and advances for general and administrative expenses; and WHEREAS, Bio-Cardia is in default under its obligations under the Technology License Agreement and the Research and Development Agreement; and WHEREAS, the parties hereto wish to terminate their relationship under each of the Technology License Agreement, Research and Development Agreement, Marketing Option Agreement and the Supply Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto intending to be legally bound hereby acknowledge and agree as follows: 1. Bio-Cardia hereby sells, assigns, transfers and delivers to BTG all right, title and interest in and to the Surrendered Warrants, the Program Technology (as defined in the Technology License Agreement) and the Improvements (as defined in the Technology License Agreement), free and clear of all liens, in partial satisfaction of amounts owed to BTG under the Research and Development Agreement. 2. BTG and Bio-Cardia hereby agree that the Technology License Agreement, Research and Development Agreement, Marketing Option Agreement and Services Agreement are hereby terminated effective as of December 29, 1995. -2- Notwithstanding Section 8.4 of the Research and Development Agreement, no portions of any of these agreements shall survive, except that Section 4.02 of the Technology License Agreement and Section 5 of the Research and Development Agreement, each of which relates to the treatment of confidential information, shall survive the termination of such agreements. Nothing in this Section 2 is intended to cancel any amounts due from Bio-Cardia to BTG. 3. As a result of the termination of the Research and Development Agreement, the parties hereto agree that all right, title and interest in and to the Base Technology (as defined in the Technology License Agreement) reverts to BTG. 4. Bio-Cardia and BTG Israel hereby agree that the Supply Agreement is terminated effective as of December 29, 1995. Notwithstanding Section 8.5 thereof, no portions of the Supply Agreement shall survive the termination of the agreement, except that the obligations in Section 9 thereof, which relate to the treatment of confidential information, shall survive and not be effected by the termination of the Supply Agreement. 5. That each of BTG and Bio-Cardia, for itself and its subsidiaries and their respective affiliates, predecessors, successors and assigns, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby releases, remises, forever discharges and covenants not to sue the other, their subsidiaries or affiliates, directors, officers, employees, predecessors, successors and assigns, from or in respect of any and all actions, causes of action, suits, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments and claims (including, without limitation, claims for litigation costs and attorneys' fees, expenses and disbursements), executions and demands whatsoever, in law, admiralty or equity, regardless of whether known or unknown at present, which it ever had, now has or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof. That each of BTG and Bio-Cardia and its subsidiaries and their respective affiliates, predecessors, successors and assigns may have sustained damages, expenses or losses which are presently unknown or not suspected and that such damages, expenses or losses, if any, may give rise to additional damages, expenses or losses in the future which are not now anticipated. Each of BTG and Bio-Cardia, for itself and its subsidiaries and their respective affiliates, predecessors, successors and assigns, hereby expressly waives any and all rights that it or they may have had under any statute or common law principle which would limit the effect of the foregoing release to those claims actually known or suspected to exist at the time of execution of the foregoing release. Notwithstanding the foregoing, nothing in this Section 5 is intended to limit BTG's ability to take any and all actions necessary to collect sums owed to BTG prior to the date of this Agreement. -3- 6. This Agreement shall be governed in all respects by the laws of the State of New York, without application of the conflicts of laws principles thereof. 7. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior agreements, both written or oral, between the parties with respect to the subject matter hereof. 8. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of December 29, 1995. BIO-TECHNOLOGY GENERAL CORP. /s/ YEHUDA STERNLICHT -------------------------- By: BIO-CARDIA CORPORATION /s/ SIM FASS -------------------------- By: BIO-TECHNOLOGY GENERAL (ISRAEL) LTD. /s/ DAVID HASELKORN -------------------------- By: -4- -----END PRIVACY-ENHANCED MESSAGE-----