-----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, IJbhpRKjgzEAHQLGuTspD/LE/OeJXwR+ACa8S8drNMV9XXkag2n/J+PPEM3+1JOi HtTUoVkOyVlW2zW/erykrg== 0000912057-01-524149.txt : 20010718 0000912057-01-524149.hdr.sgml : 20010718 ACCESSION NUMBER: 0000912057-01-524149 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010717 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPHERE MEDICAL INC CENTRAL INDEX KEY: 0000919015 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043216867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48675 FILM NUMBER: 1682888 BUSINESS ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 BUSINESS PHONE: 7816817900 MAIL ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 FORMER COMPANY: FORMER CONFORMED NAME: BIOSEPRA INC DATE OF NAME CHANGE: 19940215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEPRACOR INC /DE/ CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 111 LOCKE DR CITY: MARLBOROUGH STATE: MA ZIP: 01757 BUSINESS PHONE: 5084816700 SC 13D/A 1 a2054340zsc13da.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13D-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)(1) BIOSPHERE MEDICAL, INC. ------------------------ (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.01 PER SHARE -------------------------------------- (TITLE OF CLASS OF SECURITIES) 09066V 10 3 -------------- (CUSIP NUMBER) TIMOTHY J. BARBERICH CHIEF EXECUTIVE OFFICER SEPRACOR INC. 111 LOCKE DRIVE MARLBOROUGH, MASSACHUSETTS 01752 (508) 481-6700 ------------------------------------------------------------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) JULY 9, 2001 ------------------------------------------------------ (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(e), 13d-1(f) or 13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (1) 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). CUSIP NO. 09066V 10 3 Page 2 of 7 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sepracor Inc. 22-2536587 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* N/A - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH REPORTING PERSON WITH 3,824,333 shares - ------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 shares - ------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,824,333 shares - ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,824,333 shares - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 30.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *See Instructions Before Filling Out - ------------------------------------------------------------------------------- Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Sepracor Inc. that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. CUSIP NO. 09066V 10 3 Page 3 of 7 Pages This Amendment No. 1 to a Statement on Schedule 13D amends and restates in its entirety the Schedule 13D filed by Sepracor Inc. with the Securities and Exchange Commission on February 14, 2001. This Amendment No. 1 is being filed to report a material decrease in the percentage of common stock of BioSphere Medical, Inc. beneficially owned by Sepracor Inc. The decrease is due to the sale of BioSphere Medical, Inc. common stock by Sepracor Inc. and also due to the issuance of additional shares of common stock by BioSphere Medical, Inc. The Statement on Schedule 13D is hereby amended and restated in its entirety as follows: ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the common stock, $0.01 par value per share ("Issuer Common Stock"), of BioSphere Medical, Inc., a Delaware corporation ("BioSphere" or "Issuer"). The principal executive offices of BioSphere are located at 1050 Hingham Street, Rockland, Massachusetts 01752. ITEM 2. IDENTITY AND BACKGROUND. The name of the corporation filing this statement is Sepracor Inc., a Delaware corporation ("Sepracor"). Sepracor's principal business is the development and commercialization of potentially improved versions of widely-prescribed drugs. The address of the principal executive offices of Sepracor is 111 Locke Drive, Marlborough, Massachusetts 01752. Set forth on SCHEDULE A is the name, residence or business address, citizenship and present principal occupation or employment of each of Sepracor's directors and executive officers (the "Schedule A Persons"). Also set forth on SCHEDULE A is the name, principal business and address of any corporation or other organization in which employment of each Schedule A Person is conducted, as of the date hereof. All Schedule A Persons are U.S. citizens, except as otherwise indicated on SCHEDULE A. Neither Sepracor nor, to Sepracor's best knowledge, any Schedule A Person is required to disclose legal proceedings pursuant to Items 2(d) or 2(e). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) Sepracor purchased 1,369,788 shares of Issuer Common Stock in June 1996 (the "1996 Purchase") for $5,547,641, as further described in Item 4 below. (b) Sepracor purchased 454,545 shares of Issuer Common Stock in July 2000 (the "2000 Purchase") for $4,999,995, as further described in Item 4 below. Sepracor used its working capital to fund each of the 1996 Purchase and the 2000 Purchase. ITEM 4. PURPOSE OF TRANSACTION. (a) THE 1996 PURCHASE. Sepracor and the Issuer entered into an Agreement, dated as of March 29, 1996 (the "Loan Agreement"), providing for, among other things, (i) a loan by Sepracor to the Issuer of up to $5,500,000 and (ii) the issuance by the Issuer to Sepracor of a Convertible Subordinated Note in the principal amount of $5,500,000 (the "Note"). On June 10, 1996, Sepracor converted the outstanding principal, plus accrued interest, of the Note into an aggregate of 1,369,788 shares of Issuer Common Stock. CUSIP NO. 09066V 10 3 Page 4 of 7 Pages The foregoing summary of the 1996 Purchase is qualified in its entirety by reference to the full text of each of the Loan Agreement and the Note, which are included as Exhibits 7(a) and 7(b), respectively, to this Schedule 13D. (b) THE 2000 PURCHASE. The Issuer entered into a Stock Purchase Agreement, dated as of July 28, 2000 (the "Stock Purchase Agreement"), with Sepracor and several other investors named therein (the "Other Investors"). Under the terms of the Stock Purchase Agreement, Sepracor purchased an aggregate of 454,545 shares of Issuer Common Stock for an aggregate purchase price of $4,999,995. The foregoing summary of the 2000 Purchase is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is included as Exhibit 7(c) to this Schedule 13D. (c) PUBLIC OFFERING. On July 9, 2001, Sepracor sold 2,000,000 shares of Issuer common stock in a public offering (the "Public Offering") at a price per share to the pubic of $11. In connection with the Public Offering, Sepracor has also granted to the underwriters a 30-day option to purchase 600,000 shares of Issuer Common Stock from Sepracor to cover over-allotments, if any. Sepracor currently holds its interest in the Issuer for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Sepracor and the Schedule A Persons may be deemed to beneficially own an aggregate of 3,950,497 shares of Issuer Common Stock. Based on the 12,597,822 shares of Issuer Common Stock that were issued and outstanding following the Public Offering (as indicated on the Issuer's Registration Statement on Form S-3 (File No. 333-62272)), the 3,950,497 shares beneficially owned by Sepracor and the Schedule A Persons, calculated in accordance with Rule 13d-3 of the Exchange Act, represent approximately 31.3% of the issued and outstanding shares of Issuer Common Stock. (b) Sepracor has the sole power to vote, or to direct the vote of 3,824,333 shares and the sole power to dispose of, or to direct the disposition of 3,824,333 shares of Issuer Common Stock. The Schedule A Persons each have sole power to vote, or to direct the voting of, and sole power to dispose of, or to direct the disposition of, the shares of Issuer Common Stock each is deemed to beneficially own, as set forth on SCHEDULE A, except as otherwise indicated on SCHEDULE A. (c) On July 11, 2001, Digby Barrios, a Schedule A Person, sold, on the open market, 1000 shares of Issuer Common Stock that had been held in a trust for the benefit of his wife. Mr. Barrios is the executor and a beneficiary of such trust. Of the 1000 shares, 700 were sold at $10.59 per share, 100 were sold at $10.69 per share and 200 were sold at $10.72 per share. Except as described in this item and in Item 4 above, there were no transactions in the Issuer Common Stock that were effected during the past 60 days by Sepracor or the Schedule A Persons. (d)-(e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described below and in Items 3 and 4 above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between such persons and any other persons with respect to any securities of the Issuer. CUSIP NO. 09066V 10 3 Page 5 of 7 Pages In connection with the 2000 Purchase, the Issuer, Sepracor and the Other Investors entered into a registration rights agreement, dated as of July 28, 2000 (the "Registration Rights Agreement"), which provides for registration under the Securities Act of 1933, as amended, of the shares of Issuer Common Stock purchased by Sepracor and the Other Investors under the Stock Purchase Agreement. The foregoing summary of the terms of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is included as Exhibit 7(d) to this Schedule 13D and is incorporated herein by reference. In connection with the purchase and sale of certain shares of Issuer Common Stock and of Issuer warrants, the Issuer entered into a stock and warrant purchase agreement, dated as of February 4, 2000 (the "Stock and Warrant Purchase Agreement"), with Timothy Barberich and David Southwell, each a Schedule A Person, and several other investors named therein. In connection with this same transaction, the Issuer entered into a warrant agreement, dated as of February 4, 2000 (the "Warrant Agreement"), with Mr. Barberich, Mr. Southwell and several other investors named therein. The foregoing summary of the terms of the Stock and Warrant Purchase Agreement and the Warrant Agreement is qualified in its entirety by reference to the full text of each of the Stock and Warrant Purchase Agreement and the Warrant Agreement, which are included as Exhibits 7(e) and 7(f) to this Schedule 13D and are incorporated herein by reference. In connection with the Public Offering, the Issuer, Sepracor and UBS Warburg LLC, US Bancorp Piper Jaffray Inc. and Adams, Harkness & Hill, Inc., as representatives of the underwriters (the "Underwriters"), entered into an underwriting agreement dated July 3, 2001 (the "Underwriting Agreement), pursuant to which, among other things, Sepracor granted the Underwriters a 30-day option to purchase up to 600,000 shares of Issuer Common Stock from Sepracor to cover over-allotment, if any. The foregoing summary of the terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is included as Exhibit 7(g) to this Schedule 13D and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following documents are filed as exhibits: a.* Agreement, dated as of March 29, 1996, between the Issuer and Sepracor b.* Convertible Subordinated Note dated March 29, 1996, made by the Issuer in favor of Sepracor c.** Stock Purchase Agreement, dated as of July 28, 2000, by and among the Issuer and the several purchasers named on Exhibit A attached thereto. d.** Registration Rights Agreement, dated as of July 28, 2000, by and among the Issuer and the individuals listed on Exhibit A attached thereto. CUSIP NO. 09066V 10 3 Page 6 of 7 Pages e.*** Stock and Warrant Purchase Agreement, dated as of February 4, 2000, between the Issuer and the individuals listed on the Schedule of Purchasers attached thereto. f.*** Warrant Agreement, dated as of February 4, 2000, between the Issuer and the individuals listed on the Schedule of Purchasers attached thereto. g.**** Form of Underwriting Agreement by and among Issuer, Sepracor and UBS Warburg LLC, U.S. Bancorp Piper Jaffray Inc. and Adams, Harkness & Hill, Inc. - ---------------------------- * Previously filed. ** Incorporated herein by reference from the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. *** Incorporated herein by reference from the Issuer's Annual Report on Form 10-K for the year ended December 31, 1999. **** Incorporated herein by reference from the Issuer's Registration Statement on Form S-3 (File No. 333-62272). CUSIP NO. 09066V 10 3 Page 7 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. DATED: July 16, 2001 SEPRACOR INC. By: /s/ ROBERT F. SCUMACI ------------------------------------------ Robert F. Scumaci Title: Executive Vice President, Finance and Administration, and Treasurer Schedule A
- ---------------------------------------------------------------------------------------------------------------------------------- NAME BUSINESS ADDRESS SHARES OF ISSUER BENEFICIALLY OWNED - ---------------------------------------------------------------------------------------------------------------------------------- EXECUTIVE OFFICERS OF SEPRACOR - ---------------------------------------------------------------------------------------------------------------------------------- Timothy J. Barberich 111 Locke Drive 85,721 Chairman of the Board and Chief Executive Officer Marlborough, MA 01752 - ---------------------------------------------------------------------------------------------------------------------------------- William J. O'Shea 111 Locke Drive 0 President and Chief Operating Officer Marlborough, MA 01752 - ---------------------------------------------------------------------------------------------------------------------------------- David Southwell 111 Locke Drive 21,943 Executive Vice President, Chief Financial Officer Marlborough, MA 01752 and Secretary - ---------------------------------------------------------------------------------------------------------------------------------- Paul D. Rubin, M.D. 111 Locke Drive 0 Executive Vice President, Drug Development & Marlborough, MA 01752 ICE Research - ---------------------------------------------------------------------------------------------------------------------------------- Robert F. Scumaci 111 Locke Drive 18,500 Executive Vice President, Finance & Administration Marlborough, MA 01752 and Treasurer - ---------------------------------------------------------------------------------------------------------------------------------- James R. Hauske, Ph.D 111 Locke Drive 0 Senior Vice President, Discovery Marlborough, MA 01752 - ---------------------------------------------------------------------------------------------------------------------------------- Douglas E. Reedich, Ph.D, J.D. 111 Locke Drive 0 Senior Vice President, Legal Affairs and Chief Marlborough, MA 01752 Patent Counsel - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- DIRECTORS OF SEPRACOR (PRESENT PRINCIPAL OCCUPATION) - ---------------------------------------------------------------------------------------------------------------------------------- James G. Andress Warner Chilcott, PLC 0 (Chief Executive Officer, Warner Chilcott, PLC) 100 Enterprise Drive, Suite 280 Rockaway, NJ 07866 - ---------------------------------------------------------------------------------------------------------------------------------- Timothy J. Barberich 111 Locke Drive See above Chairman of the Board and Chief Executive Officer Marlborough, MA 01752 - ---------------------------------------------------------------------------------------------------------------------------------- Digby W. Barrios 44 St. John's Road 0 Ridgefield, CT 06877 - ---------------------------------------------------------------------------------------------------------------------------------- Robert J. Cresci Pecks Management Partners 0 (Managing Director, Pecks Management Partners) One Rockefeller Plaza Suite 320 New York, NY 10020 - ---------------------------------------------------------------------------------------------------------------------------------- Keith Mansford Mansford Associates 0 (Principal, Mansford Associates) Nine Cavendish Road Redhill, Surrey RH 1 4AL Citizenship: United Kingdom England - ---------------------------------------------------------------------------------------------------------------------------------- James F. Mrazek Four Corners Venture Fund 0 (President and Managing Partner, Four Corners 6336 N. Oracle Road Venture Fund) Suite 326-328 Tucson, AZ 85704 - ---------------------------------------------------------------------------------------------------------------------------------- Alan A. Steigrod Newport HealthCare Ventures 0 (Managing Director, Newport HealthCare Ventures) 601 Lido Park Drive, #7A Newport Beach, CA 92663 - ----------------------------------------------------------------------------------------------------------------------------------
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