-----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, QiLemAJVSyrhbyjg/9ru+on+J4L7S9kqR42a8hblhEls0q2yHDn8F2YcbhYoiPMJ VW+8nX5b3qDhLOIjA7wq0Q== 0001002105-98-000051.txt : 19980406 0001002105-98-000051.hdr.sgml : 19980406 ACCESSION NUMBER: 0001002105-98-000051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980403 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH BIOTECHNOLOGIES INC CENTRAL INDEX KEY: 0001042418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561641133 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51823 FILM NUMBER: 98587197 BUSINESS ADDRESS: STREET 1: 911 E LEIGH ST STE G-19 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046483820 MAIL ADDRESS: STREET 1: ROBERT B HARRIS STREET 2: 911 E LEIGH ST STE G-19 CITY: RICHMOND STATE: VA ZIP: 23219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLS VALUE ADVISER INC /ADV CENTRAL INDEX KEY: 0000831500 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 541410376 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 707 E MAIN ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8043443814 MAIL ADDRESS: STREET 1: P O BOX 1459 STREET 2: P O BOX 1459 CITY: RICHMOND STATE: VA ZIP: 23219-1459 FORMER COMPANY: FORMER CONFORMED NAME: MILLS VALUE ADVISER INC /ADV DATE OF NAME CHANGE: 19960826 SC 13D/A 1 SC 13D/A FILED BY MILLS VALUE ADVISER, INC. - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1)1 COMMONWEALTH BIOTECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, NO PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 202739108 - -------------------------------------------------------------------------------- (CUSIP Number) GEORGE R. WHITTEMORE, MILLS VALUE ADVISER, INC., 707 EAST MAIN STREET, RICHMOND, VIRGINIA 23219 (804) 344-3804 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 20, 1997 - -------------------------------------------------------------------------------- (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 that 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. (Continued on following pages) (Page 1 of 11 Pages) ______________________ 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, as amended (the "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. 202739108 SCHEDULE 13D Page 2 of 11 Pages - ---------------------------- ---------------------------- - ------- ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mills Value Adviser, Inc. I.R.S. ID #54-1410376 - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| Not Applicable - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| Not Applicable - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - ----------------------- ------- ------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------- ------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY -0- ------- ------------------------------------------------ OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 306,177 ------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER PERSON WITH -0- - ----------------------- ------- ------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 306,177 - ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.9% - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IA (INVESTMENT ADVISER) - ------- ------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 1 TO SCHEDULE 13D FOR MILLS VALUE ADVISER, INC. This Amendment No. 1 hereby amends and supplements the Schedule 13D (the "Schedule 13D"), dated October 23, 1997, filed with the Securities and Exchange Commission on November 5, 1997, with respect to the common stock, no par value per share, of Commonwealth Biotechnologies, Inc. Item 1. Security and Issuer This Amendment No. 1 relates to the common stock, no par value per share ("Common Stock"), of Commonwealth Biotechnologies, Inc., 911 East Leigh Street, Suite G-19, Richmond, Virginia 23219 (the "Issuer"). Item 2. Identity and Background Mills Value Adviser, Inc. Mills Value Adviser, Inc. (the "Corporation") is a corporation organized under the laws of the Commonwealth of Virginia. Its principal business is providing investment advisory services to its clients. The address of its principal business and principal office is 707 East Main Street, Richmond, VA 23219. During the past five years, the Corporation has not been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. On March 28, 1996, the Corporation and Charles A. Mills, III, Chairman of the Board of the Corporation in Cases # SEC 960020 and SEC 960022 entered into an admission and consent order which accepted an order of settlement alleging violations of Virginia Code Sections 13.1-504 A and 13.1-504 C by the Virginia State Corporation Commission. In particular, the order of settlement alleged that the Corporation temporarily transacted business in the Commonwealth of Virginia as an unregistered investment advisor; that the Corporation temporarily employed an unregistered investment advisor representative; and that Mr. Mills temporarily transacted business in the Commonwealth of Virginia as an unregistered investment advisor. Without admitting or denying the allegations, the Corporation paid $200.00 and Mr. Mills paid $2,500.00 to the Commonwealth of Virginia. The Corporation has undertaken Page 3 of 11 Pages measures to prevent a lapse in required registrations or other similar occurrence. Charles A. Mills, III (A) Charles A. Mills, III (B) 707 East Main Street, Richmond, VA 23219 (C) Charles A. Mills, III is Chairman of the Board of the Corporation and also a director and Chairman of Anderson & Strudwick, Incorporated, a stock brokerage firm, whose address is the same as the Corporation's. Mr. Mills is also a director of the Issuer. (D) During the past five years, Charles A. Mills, III has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (E) On March 28, 1996, the Corporation and Charles A. Mills, III, Chairman of the Board of the Corporation in Cases # SEC 960020 and SEC 960022 entered into an admission and consent order which accepted an order of settlement alleging violations of Virginia Code Sections 13.1-504 A and 13.1-504 C by the Virginia State Corporation Commission. In particular, the order of settlement alleged that the Corporation temporarily transacted business in the Commonwealth of Virginia as an unregistered investment advisor; that the Corporation temporarily employed an unregistered investment advisor representative; and that Mr. Mills temporarily transacted business in the Commonwealth of Virginia as an unregistered investment advisor. Without admitting or denying the allegations, the Corporation paid $200.00 and Mr. Mills paid $2,500.00 to the Commonwealth of Virginia. The Corporation has undertaken measures to prevent a lapse in required registrations or other similar occurrence. (F) Charles A. Mills, III is a citizen of the United States of America. George R. Whittemore (A) George R. Whittemore (B) 707 East Main Street, Richmond, VA 23219 Page 4 of 11 Pages (C) George R. Whittemore is President and a Director of the Corporation and Senior Vice President of Anderson & Strudwick, Incorporated, a stock brokerage firm, whose address is the same as the Corporation's. (D) During the past five years, George R. Whittemore has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (E) During the past five years, George R. Whittemore has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been 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 violation with respect to such laws. (F) George R. Whittemore is a citizen of the United States of America. Blair J. Frantzen (A) Blair J. Frantzen (B) 707 East Main Street, Richmond, VA 23219 (C) Blair J. Frantzen is Secretary/Treasurer and a Director of the Corporation and a Vice President of Anderson & Strudwick, Incorporated, a stock brokerage firm whose address is the same as the Corporation's (D) During the past five years, Blair J. Frantzen has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (E) During the past five years, Blair J. Frantzen has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been 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 violation with respect to such laws. (F) Blair J. Frantzen is a citizen of the United States of America. Page 5 of 11 Pages George W. Anderson (A) George W. Anderson (B) 707 East Main Street, Richmond, VA 23219 (C) George W. Anderson is a Director of the Corporation as well as a Senior Vice President of Anderson & Strudwick, Incorporated, a stock brokerage firm, and President of Anderson & Strudwick Holding Corporation, both of whose addresses are the same as the Corporation's. (D) During the past five years, George W. Anderson has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (E) During the past five years, George W. Anderson has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been 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 violation with respect to such laws. (F) George W. Anderson is a citizen of the United States of America. Todd J. Peters (A) Todd J. Peters (B) 707 East Main Street, Richmond, VA 23219 (C) Todd J. Peters is Vice President and Director of Marketing of the Corporation. (D) During the past five years, Todd J. Peters has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (E) During the past five years, Todd J. Peters has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been 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 violation with respect to such laws. Page 6 of 11 Pages (F) Todd J. Peters is a citizen of the United States of America. Item 3. Source and Amount of Funds and Other Consideration The total amount of the funds used in making the purchases was $1,915,623, of which $455,580 represent purchases since the filing of the Schedule 13D. The source of the funds used in making the purchases was from client accounts over which the Corporation has discretionary investment advice. A portion of the funds represents the conversion of bonds originally purchased by a client in a private placement that closed on June 25, 1997. The shares of Common Stock from the conversion were registered as part of the Issuer's initial public offering on October 23, 1997. Item 4. Purpose of Transaction The Corporation, an investment advisory firm, through discretionary investment authority granted to it by its clients, has purchased the shares of Common Stock for investment purposes on behalf of its clients. There are no plans or proposals which the Corporation, Charles A. Mills, III, George R. Whittemore, Blair J. Frantzen, George W. Anderson, or Todd J. Peters may have that relate to or would result in: (A) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except as otherwise disclosed herein; (B) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (C) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (D) Any change in the present board of directors or management of the 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 the Issuer; Page 7 of 11 Pages (F) Any other material change in the Issuer's business or corporate structure; (G) Changes in the 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 the Issuer to be delisted from a national securities exchange or 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 the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (J) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (A) The aggregate number and percentage of Common Stock beneficially owned by the Corporation are 306,177 shares and 18.9%, respectively. (B) The Corporation has no power to vote or to direct the vote of the shares identified pursuant to Item 5(a). The Corporation has the sole power to dispose or to direct the disposition of all the shares identified pursuant to Item 5(a). (C) Transactions in the securities identified pursuant to Item 5(a) since the filing of the Schedule 13D are as follows:
Beneficial Trans. Amount of Price Per Where/How Owner Date Transaction Share Effected MVA 10/29/97 $179,719 $8.99 Open Market MVA 10/30/97 $16,000 $8.00 Open Market MVA 10/31/97 $215,064 $6.00 Conversion of bonds into Common Stock MVA 11/20/97 $44,795 $8.96 Open Market
Page 8 of 11 Pages (D) Not applicable. (E) Not applicable. Charles A. Mills, III (A) The aggregate number and percentage of Common Stock beneficially owned by Charles A. Mills, III are 50,000 shares and 3.1%, respectively, and are not included in the shares reported as beneficially owned by the Corporation. Such shares are owned by Independent Property Operators of America, of which Mr. Mills is Chairman. (B) Charles A. Mills, III, in his capacity as Chairman of Independent Property Operators of America, has the sole power to vote and the sole power to dispose of all 50,000 shares identified pursuant to Item 5(a). (C) None (D) Not applicable. (E) Not applicable. George R. Whittemore (A) None (B) None (C) None (D) Not applicable. (E) Not applicable. Blair J. Frantzen (A) None (B) None (C) None (D) Not applicable. Page 9 of 11 Pages (E) Not applicable. George W. Anderson (A) None (B) None (C) None (D) Not applicable. (E) Not applicable. Todd J. Peters (A) None (B) None (C) None (D) Not applicable. (E) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None Item 7. Material to be Filed as Exhibits None Page 10 of 11 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement on Schedule 13D is true, complete and correct. MILLS VALUE ADVISER, INC. Date: March 25, 1998 /s/ CHARLES A. MILLS, III ------------------------- CHARLES A. MILLS, III Chairman of the Board Date: March 25, 1998 /s/ GEORGE R. WHITTEMORE ------------------------ GEORGE R. WHITTEMORE President/Director Date: March 25, 1998 /s/ BLAIR J. FRANTZEN --------------------- BLAIR J. FRANTZEN Secretary/Treasurer/Dir. Date: March 25, 1998 /s/ GEORGE W. ANDERSON ---------------------- GEORGE W. ANDERSON Director Date: March 25, 1998 /s/ TODD J. PETERS ------------------ TODD J. PETERS Vice President Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----