-----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, VYrcFOq65DSp3iHL0JvkEIYyQ3ti6M6oX7wT1dOQ/CGaxuv9+GOhoWvhyuKT1RPn Wtv0LZcMSghAugCbOCJmqg== 0001072613-04-002234.txt : 20041124 0001072613-04-002234.hdr.sgml : 20041124 20041124134845 ACCESSION NUMBER: 0001072613-04-002234 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041124 DATE AS OF CHANGE: 20041124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC BIOMETRICS INC CENTRAL INDEX KEY: 0001020475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 931211114 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78351 FILM NUMBER: 041166440 BUSINESS ADDRESS: STREET 1: 220 WEST STREET 2: HARRISON STREET CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: 2062980068 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAIGENE CORP CENTRAL INDEX KEY: 0001030423 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 911736814 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1725 220TH ST, SE STREET 2: # 104 CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 2064855377 MAIL ADDRESS: STREET 1: 1725 220TH STREET SE STREET 2: #104 CITY: BOTHELL STATE: WA ZIP: 98021 SC 13D/A 1 sch13-da_13123.txt SAIGENE CORPORATION SCHEDULE 13D/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Pacific Biometrics, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 69403Q100 - -------------------------------------------------------------------------------- (CUSIP Number) ALLAN G. COCHRANE SAIGENE CORPORATION 220 W. HARRISON STREET SEATTLE, WASHINGTON 98119 (206) 298-0068 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 19, 2004 - -------------------------------------------------------------------------------- (Date of Event which Required Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 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). ================================================================================ Page 1 of 5 pages ==================== =================== CUSIP NO. 69403Q100 13D/A PAGE 2 OF 5 PAGES ==================== =================== ================================================================================ 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Saigene Corporation - ----- ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(a)[_] (b)[_] - ----- ------------------------------------------------------------------------- 3 SEC USE ONLY - ----- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - ----- ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ----- ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware corporation - ----- ------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,840,058 shares ----- -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 shares OWNED BY ----- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,440,058 shares WITH ----- -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,840,058 shares - ----- ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,840,058 shares - ----- ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ----- ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.43% - ----- ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ================================================================================ Page 2 of 5 pages ==================== =================== CUSIP NO. 69403Q100 13D/A PAGE 3 OF 5 PAGES ==================== =================== ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to shares of common stock, $.01 par value per share, of Pacific Biometrics, Inc., a Delaware corporation ("ISSUER"). The Issuer's principal executive offices are located at 220 West Harrison Street, Seattle, Washington 98119. ITEM 2. IDENTITY AND BACKGROUND This statement on Schedule 13D is being filed by Saigene Corporation, a Delaware corporation, with a principal place of business at 220 West Harrison Street, Seattle, Washington 98119 (the "REPORTING PERSON"). The Reporting Person's principal business is development of genetic testing technologies. The following sets forth certain additional information with respect to each director and executive officer of the Reporting Person, each of whom is a U.S. citizen: o Allan G. Cochrane is the President, Secretary and Director of the Reporting Person. His business address is 220 West Harrison Street, Seattle, Washington 98119. Mr. Cochrane also provides certain consulting services to the Issuer in connection with its laboratory operations. o William Boone is a Director of the Reporting Person. Mr. Boone's principal occupation is as the Managing Partner of Container Assisted Moving Company, LLC, and his business address is 3215 South 7th, Suite 7, Phoenix, AZ 85404. To the knowledge of the Reporting Person, during the last five years neither the Reporting Person nor either of the two above-listed executive officers and directors of the Reporting Person has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not Applicable ITEM 4. PURPOSE OF TRANSACTION. At this time, the Reporting Person has no intention of acquiring additional securities of Issuer from those reported in this Schedule 13D/A, although it reserves the right to make additional purchases, or sell shares, from time to time. Any decision to make any such purchase, or any sale, of Issuer stock will depend, however, on various factors, including, without limitation, the price of Issuer's securities, stock market conditions and the business prospects of Issuer. In addition, the Reporting Person is evaluating whether it is advisable to effect a distribution of the remaining shares of Issuer common stock held by it to its creditors and stockholders, the timing, terms and conditions of which have not been established. Except as may be contemplated pursuant to the above, the Reporting Person has no present intention, arrangement, or understanding to effect any of the transactions listed in any of the following paragraphs of Item 4, Schedule 13D, and does not have any plans or proposals that relate to or would result in any of the matters specified in any of the following paragraphs of Item 4, Schedule 13D: (a) the acquisition by any person of additional securities of Issuer, or the disposition of securities of Issuer; (b) an extraordinary corporation transaction, such as a merger, reorganization or liquidation, involving Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Issuer or of any of its subsidiaries; Page 3 of 5 pages ==================== =================== CUSIP NO. 69403Q100 13D/A PAGE 4 OF 5 PAGES ==================== =================== (d) any change in the present board of directors or management of Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of Issuer; (f) any other material change in Issuer business or corporate structure; (g) changes in Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of Issuer to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Reporting Person is the beneficial owner of 3,840,058 shares of Issuer common stock, which number represents approximately 29.4% of the total of issued and outstanding shares. The percentage ownership is calculated in accordance with Exchange Act Rule 13d-3, based on a total of 13,048,820 shares of common stock issued and outstanding as of close of business on November 12, 2004. The number of shares beneficially owned by the Reporting Person does not include up to an additional 1,715,706 shares issuable to the Reporting Person in the event that the Issuer were to exercise its currently exercisable option to acquire certain technology assets from Reporting Person in exchange for the issuance of an additional 1,715,706 shares of Issuer common stock. (b) Power to Vote and Disposition: Sole Power to Vote....................... 3,840,058 shares Shared Power to Vote..................... 0 shares Sole Power of Disposition................ 2,440,058 shares Shared Power of Disposition.............. 1,400,000 shares (c) Transactions within past 60 days On October 6, 2004, the Reporting Person sold 100,000 shares of Issuer common stock in an open market sale through a broker-dealer, at a price of $0.65 per share. Effective October 19, 2004, the Reporting Person entered into a settlement agreement and a security agreement with Saigene 1000, LLC, an unrelated party. Pursuant to these agreements, the Reporting Person transferred 300,000 shares of Issuer common stock to the LLC and pledged 1,400,000 shares of Issuer common stock to the LLC to secure the Reporting Person's obligations under the settlement agreement. In the event of a default under the security agreement, the LLC may exercise its rights under the security agreement, including without limitation, selling the shares in a public or private transaction. The per share closing price of the Issuer common stock on October 19, 2004 on the OTC Bulletin Board was $0.79. (d) Right to Dividends or Sale Proceeds Not Applicable (e) Beneficial Ownership of 5% or Less Not Applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER. As previously reported by the Reporting Person on a Schedule 13D, in August 2002 a total of 333,333 shares of Issuer common stock held by the Reporting Person were placed in an escrow account to secure potential indemnification claims. The escrow expired by its terms on August 28, 2004, and all of the shares have been released back to the Reporting Person. Page 4 of 5 pages ==================== =================== CUSIP NO. 69403Q100 13D/A PAGE 5 OF 5 PAGES ==================== =================== As previously reported by the Reporting Person on a Schedule 13D, in March 2003 certain transferees of a total of 450,218 shares of Issuer common stock granted to the Reporting Person their irrevocable proxies with respect to such shares. The proxies expired by their terms on July 31, 2004, and the Reporting Person no longer has voting control over any such shares. Effective October 19, 2004, the Reporting Person entered into a settlement agreement and a security agreement with Saigene 1000, LLC, an unrelated party. Pursuant to these agreements, the Reporting Person transferred 300,000 shares of Issuer common stock to the LLC and pledged 1,400,000 shares of Issuer common stock to the LLC to secure the Reporting Person's obligations under the settlement agreement. In the event of a default under the security agreement, the LLC may exercise its rights under the security agreement, including without limitation, selling the shares in a public or private transaction. Except as described above or as previously reported on Schedule 13D, the Reporting Person does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of Issuer, including without limitation, as to the transfer or voting of securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profit, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 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 as of November 15, 2004 SAIGENE CORPORATION By: /s/ Allan G. Cochrane ----------------------------------- Allan G. Cochrane, President Page 5 of 5 pages -----END PRIVACY-ENHANCED MESSAGE-----