-----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, OjkLgrXOjOdWY9eLujBcR/3VjslMpGAzfEJ8v43Yi5B4tdOJNzc9k1ac4d+quZdU cDELVxwTa1gXwAmJLzPvaw== 0000927356-99-000215.txt : 19990217 0000927356-99-000215.hdr.sgml : 19990217 ACCESSION NUMBER: 0000927356-99-000215 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 GROUP MEMBERS: CARL S. STUTTS GROUP MEMBERS: COLUMBINE VENTURE FUND II LP /DE/ GROUP MEMBERS: SHERMAN J. MULLER GROUP MEMBERS: TERENCE E. WINTERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLLAGENEX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001012270 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521758016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-47825 FILM NUMBER: 99542729 BUSINESS ADDRESS: STREET 1: 301 SOUTH STATE ST CITY: NEWTON STATE: PA ZIP: 18940 BUSINESS PHONE: 2155797388 MAIL ADDRESS: STREET 1: 301 SOUTH STATE ST CITY: NEWTON STATE: PA ZIP: 18940 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBINE VENTURE FUND II LP /DE/ CENTRAL INDEX KEY: 0001055611 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841090581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5460 S QUEBEC ST STREET 2: STE 270 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3035928344 MAIL ADDRESS: STREET 1: 5460 S QUEBEC ST STREET 2: STE 270 CITY: ENGLEWOOD STATE: CO ZIP: 80111 SC 13G/A 1 AMENDMENT NO. 2 TO SC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* COLLAGENEX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 19419B-10-0 (CUSIP Number) December 31, 1998 (Annual Filing) (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) [_] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page should 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 with 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). CUSIP No. 19419B-10-0 13G Page 2 of 9 ----- ----- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Columbine Venture Fund II, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [_] [b] [_] 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Delaware, USA NUMBER OF 5. SOLE VOTING POWER SHARES BENE- 969,328 FICIALLY OWNED 6. SHARED VOTING POWER BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 969,328 8. SHARED DISPOSITIVE POWER 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 969,328 10. CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.3% 12. TYPE OF REPORTING PERSON (See instructions) PN CUSIP No. 19419B-10-0 13G Page 3 of 9 ----- ----- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Columbine Venture Management II 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [_] [b] [_] 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Delaware, USA NUMBER OF 5. SOLE VOTING POWER SHARES BENE- 979,328 FICIALLY OWNED 6. SHARED VOTING POWER BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 979,328 8. SHARED DISPOSITIVE POWER 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 979,328 10. CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.4% 12. TYPE OF REPORTING PERSON (See instructions) PN CUSIP No. 19419B-10-0 13G Page 4 of 9 ----- ----- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sherman J. Muller 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [_] [b] [_] 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION USA NUMBER OF 5. SOLE VOTING POWER SHARES BENE- 6. SHARED VOTING POWER FICIALLY OWNED 979,328 BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 8. SHARED DISPOSITIVE POWER 979,328 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 979,328 10. CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.4% 12. TYPE OF REPORTING PERSON (See instructions) IN CUSIP No. 19419B-10-0 13G Page 5 of 9 ----- ----- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Terence E. Winters 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [_] [b] [_] 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION USA NUMBER OF 5. SOLE VOTING POWER SHARES BENE- 6. SHARED VOTING POWER FICIALLY OWNED 979,328 BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 8. SHARED DISPOSITIVE POWER 979,328 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 979,328 10. CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.4% 12. TYPE OF REPORTING PERSON (See instructions) IN CUSIP No. 19419B-10-0 13G Page 6 of 9 ----- ----- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carl S. Stutts 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [_] [b] [_] 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION USA NUMBER OF 5. SOLE VOTING POWER SHARES BENE- 6. SHARED VOTING POWER FICIALLY OWNED 0 BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% 12. TYPE OF REPORTING PERSON (See instructions) IN CUSIP No. 19419B-10-0 Page 7 of 9 ----- ----- Item No. 1: - - ---------- CollaGenex Pharmaceuticals, Inc. 301 S. State Street Newtown, Pennsylvania 18940 Item No. 2: - - ---------- (a) Columbine Venture Fund II, L.P. (b) 5460 S. Quebec Street, Suite 270 Englewood, Colorado 80111 (c) Delaware, USA (d) Common Stock (e) CUSIP No. 19419B-10-0 (a) Columbine Venture Management II (b) 5460 S. Quebec Street, Suite 270 Englewood, Colorado 80111 (c) Delaware, USA (d) Common Stock (e) CUSIP No. 19419B-10-0 (a) Sherman J. Muller (b) 5460 S. Quebec Street, Suite 270 Englewood, Colorado 80111 (c) USA (d) Common Stock (e) CUSIP No. 19419B-10-0 (a) Terence E. Winters (b) 10040 East Happy Valley Road, No. 366 Scottsdale, Arizona 85255 (c) USA (d) Common Stock (e) CUSIP No. 19419B-10-0 (a) Carl S. Stutts (b) 3810 Swarthmore Houston, Texas 77005 (c) USA (d) Common Stock (e) CUSIP No. 19419B-10-0 CUSIP No. 19419B-10-0 Page 8 of 9 ----- ----- Item No. 3: - - ---------- Not applicable. Item No. 4: - - ---------- Reporting Persons incorporate by reference the information on ownership contained under numbers 5, 6, 7, 8, 9, 10 and 11 of the cover sheets. The numbers include 969,328 shares of Common Stock and options to purchase 10,000 shares of Common Stock that are now exercisable. Title to all shares of Common Stock is held by Columbine Venture Fund II, L.P. ("Columbine") which does not hold an interest in the options. Columbine Venture Management II ("Management") is the sole general partner of Columbine and is a reporting person with respect to the shares held by Columbine by virtue of its voting power and dispositive power over the shares held by Columbine. The individuals are general partners in Columbine Venture Management II, and each is a reporting person with respect to the shares held by Columbine by virtue of his shared voting and dispositive power over the shares held by Columbine in which he is a general partner of the general partner. Each reporting person, other than Columbine, disclaims his or its interest in the Common Stock, except to the extent of his or its proportionate interest as a partner. The reporting persons other than Columbine also have an interest in options exercisable for an additional 15,000 shares of Common Stock, which are not exercisable within 60 days. These options will vest and become exercisable as follows: (i) options for 6,000 of the shares will vest in increments of 2,000 shares each on June 20, 1999 and on each of the next two anniversaries thereafter, and (ii) options for 9,000 of the shares will vest in increments of 3,000 shares each on November 22, 1999 and on each of the next two anniversaries thereafter. If not previously exercised, options for 10,000 shares will expire on June 20, 2006 and the remaining options will expire on November 22, 2006. Therefore, the number of shares held (and corresponding change in the percentage held) by each reporting person other than Columbine will increase for the end of 1999 and for the end of each of the next two calender years thereafter by 5,000 shares to account for options which will have become exercisable by the end of each such year. Item No. 5: - - ---------- Carl S. Stutts was previously a reporting person by virtue of his position as a general partner in Management. Mr. Stutts is no longer a general partner and therefore has ceased to be the beneficial owner of more than five percent of the class of securities. Item No. 6: - - ---------- No person, other than the reporting person, has a right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities. CUSIP No. 19419B-10-0 Page 9 of 9 ----- ----- Item No. 7: - - ---------- Not applicable. Item No. 8: - - ---------- Not applicable. Item No. 9: - - ---------- Not applicable. Item No. 10: - - ----------- Not applicable. 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. February 12, 1999 /s/ JAMES A. JACOBSON -------------------------------------------- James A. Jacobson, as agent and attorney-in-fact for each reporting person pursuant to powers of attorney attached hereto -----END PRIVACY-ENHANCED MESSAGE-----