-----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, RQucygUS6PW4dlbtPsRIkRIaEzC5F4A0RwpNd8IOpQL4h9wfQzAEhtMXYL47QS0T b0BA7prgQZeSM4YHCgGodA== 0001104659-06-069208.txt : 20061027 0001104659-06-069208.hdr.sgml : 20061027 20061027143622 ACCESSION NUMBER: 0001104659-06-069208 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061027 DATE AS OF CHANGE: 20061027 GROUP MEMBERS: DANIEL C. LUBIN GROUP MEMBERS: JORDAN S. DAVIS GROUP MEMBERS: RADIUS VENTURE PARTNERS II, L.P. GROUP MEMBERS: RADIUS VENTURE PARTNERS II, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RADIUS VENTURE PARTNERS II LP CENTRAL INDEX KEY: 0001161747 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE ROCKEFFER PLAZA STREET 2: STE 920 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128977778 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIO LOK INTERNATIONAL INC CENTRAL INDEX KEY: 0000840573 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 630317138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80992 FILM NUMBER: 061168478 BUSINESS ADDRESS: STREET 1: 312 S MILITARY TRAIL CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 BUSINESS PHONE: 9546989998 MAIL ADDRESS: STREET 1: 312 S MILITARY TRAIL CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BIODENTAL CORP DATE OF NAME CHANGE: 19950609 FORMER COMPANY: FORMER CONFORMED NAME: MINIMATIC IMPLANT TECHNOLOGY INC DATE OF NAME CHANGE: 19950609 SC 13D/A 1 a06-22736_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 


Washington, D.C. 20549

 

 

SCHEDULE 13D

 


Under the Securities Exchange Act of 1934

(Amendment No. 1)*

BioLok International Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

090943 20 0

(CUSIP Number)

 

Daniel C. Lubin

Radius Venture Partners II, LLC

400 Madison Avenue, 8th Floor

New York, NY  10017

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 24, 2006

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

 

 




 

CUSIP No.   090943 20 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Daniel C. Lubin

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
Disclaimed (See #11 below)

 

8.

Shared Voting Power
Disclaimed (See #11 below)

 

9.

Sole Dispositive Power
Disclaimed (See #11 below)

 

10.

Shared Dispositive Power
Disclaimed (See #11 below)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
Mr. Lubin disclaims beneficial ownership in all shares of BioLok International Inc. held by Radius Venture Partners II, L.P.

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
Disclaimed (See #11 above)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2




 

CUSIP No.   090943 20 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jordan S. Davis

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
Disclaimed (See #11 below)

 

8.

Shared Voting Power
Disclaimed (See #11 below)

 

9.

Sole Dispositive Power
Disclaimed (See #11 below)

 

10.

Shared Dispositive Power
Disclaimed (See #11 below)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
Mr. Davis disclaims beneficial ownership in all shares of BioLok International Inc. held by Radius Venture Partners II, L.P.

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
Disclaimed (See #11 above)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

3




 

CUSIP No.   090943 20 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Radius Venture Partners II, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
Disclaimed (See #11 below)

 

8.

Shared Voting Power
Disclaimed (See #11 below)

 

9.

Sole Dispositive Power
Disclaimed (See #11 below)

 

10.

Shared Dispositive Power
Disclaimed (See #11 below)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
Radius Venture Partners II, LLC disclaims beneficial ownership in all shares of BioLok International Inc. held by Radius Venture Partners II, L.P.

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
Disclaimed (See #11 above)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

4




 

CUSIP No.   090943 20 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Radius Venture Partners II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5




 

Item 1.

Security and Issuer

 

This Amendment No. 1 amends the statement on Schedule 13D filed on September 13, 2006 (the “Schedule 13D”) which relates to the Common Stock, par value $0.01 per share (“Common Stock”) of BioLok International Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 368 South Military Trail, Deerfield Beach, Florida  33442.  All capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Schedule 13D.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

This Amendment No. 1 to Schedule 13D is being filed to reflect the acceptance for payment on October 24, 2006 by Tumbler Merger Corp. of all of the validly tendered and not properly withdrawn outstanding shares of the Issuer’s Common Stock in connection with a cash tender offer made pursuant to the terms of the Agreement and Plan of Merger, dated as of September 7, 2006, by and among Tumbler Holdings, Inc., Tumbler Merger Corp. and the Issuer.  The tender offer expired at 12:00 midnight, New York City time, on October 23, 2006.  Accordingly, the Filing Parties no longer beneficially own any shares of the Issuer’s Common Stock.

 

 

Item 5.

Interest in Securities of the Issuer

(a)

As of the date hereof, Radius Venture Partners II, L.P. does not beneficially own any shares of the Issuer’s outstanding Common Stock.

(b)

Radius Venture Partners II, L.P. does not have the power to vote or direct the vote or to dispose or direct the disposition of any shares of Common Stock.

(c)

Except as described in the Schedule 13D and in this Amendment No. 1 to Schedule 13D, none of the Filing Parties has effected any transactions in the Common Stock during the past 60 days.

 

 

Item 7.

Material to Be Filed as Exhibits

 

Press Release issued by HealthpointCapital Partners II, L.P., Tumbler Holdings, Inc., Tumbler Merger Corp. and BioLok International Inc. dated October 25, 2006.  (filed as Exhibit 99.2 to the Issuer’s Current Report on Form 8-K, filed with the Commission on October 25, 2006 and incorporated herein in its entirety).

 

6




 

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.

Dated:  October 26, 2006

 

 

 

 

RADIUS VENTURE PARTNERS II, L.P.

 

By: Radius Venture Partners II, LLC,

 

its General Partner

 

 

 

By:

/s/

Jordan S. Davis

 

 

 

 

Jordan S. Davis

 

 

 

Managing Member

 

 

 

By:

/s/

Daniel C. Lubin

 

 

 

 

Daniel C. Lubin

 

 

 

Managing Member

 

 

 

 

 

RADIUS VENTURE PARTNERS II, LLC

 

 

 

By:

/s/

Jordan S. Davis

 

 

 

 

Jordan S. Davis

 

 

 

Managing Member

 

 

 

By:

/s/

Daniel C. Lubin

 

 

 

 

Daniel C. Lubin

 

 

 

Managing Member

 

 

 

 

 

 

 

/s/ Jordan S. Davis

 

 

Jordan S. Davis

 

 

 

 

 

/s/ Daniel C. Lubin

 

 

Daniel C. Lubin

 

7




 

EXHIBIT INDEX

 

Press Release issued by HealthpointCapital Partners II, L.P., Tumbler Holdings, Inc., Tumbler Merger Corp. and BioLok International Inc. dated October 25, 2006.  (filed as Exhibit 99.2 to the Issuer’s Current Report on Form 8-K, filed with the Commission on October 25, 2006 and incorporated herein in its entirety).

8



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