-----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, JGqq7IgNDQW3clsVahoKCgBc+6FJwRrZ66bgy84HGc6eoz/fRhMdlHIHLmk3weoo w2PziOCVrpV1RGjAy3bIeQ== 0001047469-98-017678.txt : 19980504 0001047469-98-017678.hdr.sgml : 19980504 ACCESSION NUMBER: 0001047469-98-017678 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980501 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROTEIN POLYMER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000858155 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330311631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-42404 FILM NUMBER: 98608158 BUSINESS ADDRESS: STREET 1: 10655 SORRENTO VALLEY RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195586064 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GBA CAPITAL LLC CENTRAL INDEX KEY: 0001060400 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O GERSCHEL & CO INC STREET 2: 720 FIFTH AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123994291 MAIL ADDRESS: STREET 1: C/O GERSCHEL & CO INC STREET 2: 720 FIFTH AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 SCHEDULE 13G OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response...14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _______________)* PROTEIN POLYMER TECHNOLOGIES, INC. ------------------------------------------------- (Name of Issuer) COMMON STOCK ----------------------- (Title of Class of Securities) 74369 7 104 ------------------------------------- (CUSIP Number) April 24, 1998 ------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d - 1(b) /X/ Rule 13d - 1(c) / / Rule 13d - 1(d) *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 the disclosures provided in a prior cover page. The information required in 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). - ------ ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GBA Capital, LLC - ------ ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) // (b) // - ------ ------------------------------------------------------------------------ 3 SEC USE ONLY - ------ ------------------------------------------------------------------------ 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------- ------ ---------------------------------------- 5 SOLE VOTING POWER NUMBER OF 1,700,000 SHARES ------ ---------------------------------------- BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH ------ ----------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON 1,700,000 WITH ------ ---------------------------------------- 8 SHARED DISPOSITIVE POWER - ------ ------------------------------------------------------------------------ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,700,000 - ------ ------------------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ------ ------------------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14% - ------ ------------------------------------------------------------------------ 12 TYPE OF REPORTING PERSON* 00 - ------ ------------------------------------------------------------------------ Page 2 of 5 pages Item 1(a). Name of Issuer: Protein Polymer Technologies, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 10655 Sorrento Valley Road San Diego, CA 92121
Item 2(a) Item 2(b) Item 2(c) Citizenship or Place Name of Person Filing Address of Organization GBA Capital, LLC, a New York c/o Gerschel & Co., Inc. New York limited liability company 720 Fifth Ave, 10th Floor New York, NY 10019
Item 2(d). Title of Class of Securities: GBA Capital, LLC ("GBA") has acquired 10,000 shares of Series E Convertible Preferred Stock ("Preferred") which are convertible into 800,000 shares of the Company's common stock. In addition, GBA has acquired 600,000 First Warrants to purchase 600,000 shares of the Company's common stock at $2.50 a share and 300,000 Second Warrants to purchase 300,000 shares of the Company's common stock at $5.00 a share (together, the First and Second Warrants, the "Warrants"). Item 2(e). CUSIP Number: 74369 7 104 ------------ Item 3. If this statement is filed pursuant to Rules 13d-1(b), 13d-2(b), or (c) check whether the person filing is a: (a) // Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act"); (b) // Bank as defined in Section 3(a)(6) of the Act; (c) // Insurance Company as defined in Section 3(a)(19) of the Act; (d) // Investment Company registered under Section 8 of the Investment Company Act of 1940; (e) // An investment adviser in accordance with Section240.13d - 1(b)(1)(ii)(E); (f) // An employee benefit plan, or endowment fund in accordance with Section240.13d-1(b)(1)(ii)(F); (g) // A parent holding company or control person in accordance with Section240.13d-1(b)(ii)(G); Page 3 of 5 pages (h) // A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) // A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of the Act. If this statement is filed pursuant to Section 240.13d - 1(c), check this box /X/. Item 4. Ownership. The information in items 1 and 5 through 11 on the cover page on Schedule 13G is hereby incorporated by reference. Note: The percentage in item 11 is calculated based on the (i) 10,437,028 shares of common stock reported to be outstanding in the Annual Report on Form 10-KSB of Protein Polymer Technologies, Inc. for the fiscal year ended December 31, 1997 and (ii) the number of shares of Common Stock (1,700,000) issuable upon the conversion of the Preferred Stock and the exercise of the Warrants. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: / / Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 4 of 5 pages Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 1, 1998 GBA CAPITAL, LLC By: /s/ Marc Scherr ----------------------------- Marc Scherr Manager Page 5 of 5 pages -----END PRIVACY-ENHANCED MESSAGE-----