-----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, Cu92jfcL9WfyhKMA37TSPUiW7v9IECJraqM31REyJRIUns2F2vQnunD08L8hmjer ViRIs16G1bz5ogtN2kpPqw== 0001082504-06-000070.txt : 20061220 0001082504-06-000070.hdr.sgml : 20061220 20061220100351 ACCESSION NUMBER: 0001082504-06-000070 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061211 FILED AS OF DATE: 20061220 DATE AS OF CHANGE: 20061220 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MINRAD INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001121225 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870299034 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 847 MAIN ST. CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 716-855-1068 MAIL ADDRESS: STREET 1: 847 MAIN ST. CITY: BUFFALO STATE: NY ZIP: 14203 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY ACQUISITION CORP DATE OF NAME CHANGE: 20000804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32666 FILM NUMBER: 061288402 BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2006-12-11 0 0001121225 MINRAD INTERNATIONAL, INC. TACQ 0000904841 KIMBERLIN KEVIN 535 MADISON AVENUE 18TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2006-12-11 4 J 0 289500 D 4535500 I See Note Warrants 1.15 2006-12-11 4 J 0 44785 D 2009-03-29 Common Stock 44785 1172405 I See Note Warrants 1 2006-12-11 4 J 0 150000 D 2008-08-10 Common Stock 150000 2350000 I See Note Warrants 0.75 2006-12-11 4 J 0 27000 D 2010-05-31 Common Stock 27000 23000 I See Note Spencer Trask Specialty Group, LLC ("STSG"), a Delaware limited liability company, of which the Reporting Person is the non-member manager and indirectly the principal owner, distributed shares of the common stock of the Issuer ("Common Stock") and warrants to purchase shares of Common Stock (collectively, the "Securities") to one of its members, Spencer Trask Investment Partners, LLC ("STIP"), a Delaware limited liability company, of which the Reporting Person is the non-member manager. STIP then distributed the Securities to its members, Spencer Trask & Co. ("ST&Co."), a Delaware corporation, of which the Reporting Person is the sole stockholder and Chairman, and two individual members. The Securities reported here were distributed to such two individual members of STIP, each of whom is not affiliated with the Reporting Person. While the Reporting Person is reporting this transaction for purposes of Section 16(a) of Securities Exchange Act of 1934 (the "Act"), the Reporting Person believes that this transaction is not subject to Section 16(b) of the Act. Of this total, 4,385,500 shares of Common Stock are held by Kevin Kimberlin Partners, L.P. ("KKP"), a Delaware limited partnership, of which the Reporting Person is the general partner, and 150,000 shares of Common Stock are held by ST&Co. Pursuant to a Securities Purchase Agreement, dated as of January 1, 2006, as amended by Amendment No. 1 to Securities Purchase Agreement, dated as of October 25, 2006 (collectively, the "SPA"), STSG sold 4,385,500 shares of Common Stock to KKP and distributed 150,000 shares of Common Stock to one of its members, STIP; STIP then distributed such shares of Common Stock to one of its members, ST&Co. The Reporting Person disclaims ownership of these securities except to the extent of his pecuniary interest therein. Warrants are currently exercisable. Of this total: warrants to purchase 701,629 shares of Common Stock are held by KKP; warrants to purchase 190,628 shares of Common Stock are held by ST&Co.; warrants to purchase 19,278 shares of Common Stock are held by Spencer Trask Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of ST&Co.; and warrants to purchase 260,870 shares of Common Stock are held by Spencer Trask Private Equity Fund I LP ("Fund I"), a Delaware limited partnership. The general partner of Fund I is Trask Partners LLC, a Delaware limited liability company that is wholly-owned by ST&Co. The Reporting Person disclaims ownership of these securities except to the extent of his pecuniary interest therein. KKP sold warrants to purchase shares of Common Stock to STSG pursuant to the SPA; STSG then distributed such warrants to one of its members, STIP; and STIP distributed such warrants to its members, ST&Co. and two individual members. The warrants reported here were distributed to such two individual members of STIP, each of whom is not affiliated with the Reporting Person. While the Reporting Person is reporting this transaction for purposes of Section 16(a) of the Act, the Reporting Person believes that this transaction is not subject to Section 16(b) of the Act. Held by KKP. The Reporting Person disclaims ownership of these securities except to the extent of his pecuniary interest therein. /s/ Kevin B. Kimberlin 2006-12-20 -----END PRIVACY-ENHANCED MESSAGE-----