-----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, QktTOm9hQrdoH2XSU1yVRkla7abnETj5Ouz2PEyb+ubjzmmbDkmlgPTgUdhYGLhi r0dojvYgtlNxJOM6oHsQBA== 0000898432-07-001051.txt : 20071226 0000898432-07-001051.hdr.sgml : 20071225 20071226154901 ACCESSION NUMBER: 0000898432-07-001051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071226 DATE AS OF CHANGE: 20071226 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80813 FILM NUMBER: 071326639 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 SC 13D/A 1 schedule13d_a.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Amendment No. 9) Under the Securities Exchange Act of 1934 MINRAD INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 60443P103 (CUSIP Number) KEVIN B. KIMBERLIN C/O SPENCER TRASK & CO. 535 MADISON AVENUE, 18[TH] FLOOR NEW YORK, NY 10022 Tel: (212) 326-9200 Fax: (212) 751-3483 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 3, 2007 (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. 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 (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. CUSIP NO.: 60443P103 1. NAME OF REPORTING PERSON: Kevin B. Kimberlin 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) x 3. SEC USE ONLY 4. SOURCE OF FUNDS: AF 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): Yes No X 6. CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES 7. SOLE VOTING POWER: 6,933,084 shares 8. SHARED VOTING POWER: 0 shares 9. SOLE DISPOSITIVE POWER: 6,933,084 shares 10. SHARED DISPOSITIVE POWER: 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 6,933,084 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: Yes No x 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.34% 14. TYPE OF REPORTING PERSON: IN 2 This Amendment No.9 to Schedule 13D relates to the common stock, $0.01 par value per share (the "Common Stock"), of Minrad International, Inc., a Delaware corporation (the "Company", formerly Technology Acquisition Corporation). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares of Common Stock and warrants of the Company exercisable for shares of Common Stock reported herein are held directly by: Kevin Kimberlin Partners, L.P. ("KKP"), a Delaware limited partnership; Spencer Trask Enterprise Portfolio LLC, a Delaware limited liability company ("STEP"), Spencer Trask & Co. ("ST&Co."), a Delaware corporation; Spencer Trask Private Equity Fund I LP ("Fund I"), a Delaware limited partnership; and Spencer Trask Private Equity Fund II LP ("Fund II"), a Delaware limited partnership. KKP, STEP, ST&Co., Fund I and Fund II are sometimes collectively referred to herein as the "Spencer Trask Entities". Mr. Kimberlin is the general partner of KKP and the non-member manager of STEP. Mr. Kimberlin is the sole stockholder and Chairman of the Board of Directors of ST&Co. The general partner of each of Fund I and Fund II is Trask Partners LLC, a Delaware limited liability company that is wholly owned by ST&Co. The manager of each of Fund I and Fund II is ST Management LLC, a Delaware limited liability company that also is wholly owned by ST&Co. On October 3, 2007, ST&Co. exercised 190,628 warrants at an exercise price of $1.15 and received 190,628 shares of Common Stock. The source of funds for the payment of the exercise price by ST&Co. was the working capital of ST&Co. ITEM 4. PURPOSE OF TRANSACTION (a) All of the shares of Common Stock reported herein were acquired for investment purposes. Mr. Kimberlin retains the right, through his control of the Spencer Trask Entities, to change his investment intent from time to time, to, directly or indirectly, acquire additional shares of Common Stock, acquire other securities of the Company or sell or otherwise dispose of all or part of the Common Stock or other securities of the Company beneficially owned by him, directly or indirectly, in any manner permitted by law. Mr. Kimberlin presently has no plans or proposals that relate to or would result in any of the following: (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Company; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; 3 (g) Any changes in the Company's charter, by-laws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; (h) A class of securities of the Company being delisted from a national securities exchange or ceasing 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. As part of the ongoing evaluation of his investments and investment alternatives, however, Mr. Kimberlin may consider effecting any of the foregoing transactions and, subject to applicable law, may, directly or indirectly, formulate a plan or plans with respect to such transactions and may, from time to time, hold discussions with or make proposals to management and/or the Board of Directors of the Company, other stockholders of the Company or third parties regarding such matters. Mr. Kimberlin will further amend the Schedule 13D if there is any material change in his plans with respect to the foregoing. Mr. Kimberlin may also, directly or indirectly, buy and/or sell securities of the Company consistent with his investment objectives. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date of this Statement, Mr. Kimberlin is a beneficial owner, for purposes of Section 13(d) of the Act, of 6,933,084 shares of Common Stock, which represents beneficial ownership of approximately 13.34% of the Common Stock. Specifically, Mr. Kimberlin may be deemed beneficially to own the 3,548,455 shares of Common Stock and the currently exercisable warrants to purchase up to 3,384,629 shares of Common Stock held by the Spencer Trask Entities in the aggregate. The percentage of shares of Common Stock reported beneficially owned by the Reporting Person is based upon 48,584,633 shares of Common Stock outstanding, which is the total number of shares of Common Stock reported by the Company as outstanding as of November 9, 2007 in its Form 10-QSB filed with the Securities and Exchange Commission (the "Commission") on November 13, 2007. Beneficial ownership has been determined in accordance with the rules of the Commission. (b) Mr. Kimberlin indirectly has the sole power to vote or direct the voting of, and dispose or direct the disposition of, all shares of Common Stock deemed to be beneficially owned by him. (c) On December 10, 2007, the Reporting Person transferred 190,000 shares of Common Stock to John Liviakis ("Liviakis") as consideration for consulting services pursuant to that certain Consulting Agreement, between ST&Co. and Liviakis, dated December 3, 2007. (d) With respect to the securities held by Fund I and Fund II, the investors of Fund I and Fund II have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. With respect to the securities held by each of the other Spencer 4 Trask Entities, no person other than Mr. Kimberlin (indirectly) and such other Spencer Trask Entity is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. [SIGNATURE PAGE FOLLOWS] 5 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. December 21, 2007 KEVIN B. KIMBERLIN /s/ Kevin B. Kimberlin ----------------------------- Kevin B. Kimberlin -----END PRIVACY-ENHANCED MESSAGE-----