-----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, N5VBUuxshB848FoU/doAkz/FFu2GKCaVnkfw7sE+a8pB2/stwuAnRSx77aekQy/X EH8TeyKmE8/PMdcp9BVMEA== 0001079973-08-000229.txt : 20080225 0001079973-08-000229.hdr.sgml : 20080225 20080225161407 ACCESSION NUMBER: 0001079973-08-000229 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080225 DATE AS OF CHANGE: 20080225 GROUP MEMBERS: BRIAN E. PEIERLS GROUP MEMBERS: E JEFFREY PEIERLS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AspenBio Pharma, Inc. CENTRAL INDEX KEY: 0001167419 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 841553387 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79102 FILM NUMBER: 08639632 BUSINESS ADDRESS: STREET 1: 1585 S. PERRY STREET CITY: CASTLE ROCK STATE: CO ZIP: 80104 BUSINESS PHONE: (303) 794-2000 MAIL ADDRESS: STREET 1: 1585 S. PERRY STREET CITY: CASTLE ROCK STATE: CO ZIP: 80104 FORMER COMPANY: FORMER CONFORMED NAME: ASPENBIO INC DATE OF NAME CHANGE: 20020213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Peierls Foundation, Inc. CENTRAL INDEX KEY: 0001327191 IRS NUMBER: 136082503 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O US TRUST COMPANY OF NY STREET 2: 114 WEST 47TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 303-278-2889 MAIL ADDRESS: STREET 1: C/O US TRUST COMPANY OF NY STREET 2: 114 WEST 47TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 peierls_scd13ga-aspenbio.txt SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 AspenBio Pharma, Inc. --------------------- (Name of Issuer) Common Stock, no par value -------------------------- (Title of Class of Securities) 045 346 10 3 ------------ (CUSIP Number) December 31, 2007 ----------------- (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) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for the 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 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. 548910 10 8 (1) Name of Reporting Person and I.R.S. Identification No. of Such Person (entities only)(1) The Peierls Foundation, Inc. Taxpayer I.D. No. 13-6082503 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (3) SEC Use Only ___________________________________________________________ (4) Citizenship or Place of Organization New York, USA Number of Shares (5) Sole Voting Power: 2,044,728 Beneficially Owned by Each Reporting (6) Shared Voting Power: 0 Person with: (7) Sole Dispositive Power: 2,044,728 (8) Shared Dispositive Power: 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,044,728 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) _______ (11) Percent of Class Represented by Amount in Row (9): 6.66% (12) Type of Reporting Person (See Instructions): CO ________________ (1) Joint filing pursuant to Rule 13d-1(k)(1). This Schedule 13G is filed by The Peierls Foundation, Inc. (the "Foundation"). This Schedule 13G is also being filed on behalf of E. Jeffrey Peierls, the President and a Director of the Foundation and Brian E. Peierls, who is Vice President and a Director of the Foundation. E. Jeffrey Peierls and Brian E. Peierls may be deemed to share indirect ownership of the securities which the Foundation owns; however, they have no pecuniary interest in the securities owned by the Foundation. (1) Name of Reporting Person and I.R.S. Identification No. of Such Person (entities only)(1) E. Jeffrey Peierls (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (3) SEC Use Only ___________________________________________________________ (4) Citizenship or Place of Organization USA Number of Shares (5) Sole Voting Power: 455,413 Beneficially Owned by Each Reporting (6) Shared Voting Power: 2,044,728(2) Person with: (7) Sole Dispositive Power: 455,413 (8) Shared Dispositive Power: 2,044,728(2) (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,500,141 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) _______ (11) Percent of Class Represented by Amount in Row (9): 8.14% (12) Type of Reporting Person (See Instructions): IN __________________ (2) Consists of 2,044,728 shares of common stock held by the Foundation. 1) Name of Reporting Person and I.R.S. Identification No. of Such Person (entities only)(1) Brian E. Peierls (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X (3) SEC Use Only _____________________________________________________ (4) Citizenship or Place of Organization USA Number of Shares (5) Sole Voting Power: 271,198(3) Beneficially Owned by Each Reporting (6) Shared Voting Power: 2,044,728(4) Person with: (7) Sole Dispositive Power: 271,198(3) (8) Shared Dispositive Power: 2,044,728(4) (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,315,926 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) _______ (11) Percent of Class Represented by Amount in Row (9): 7.54% (12) Type of Reporting Person (See Instructions): IN ____________________ (3) Includes 12,741 shares of common stock owned by the minor children of Brian E. Peierls. (4) Consists of 2,044,728 shares of common stock held by the Foundation. Item 1. Name and Address of Issuer. (a)(b) Name and address of principal executive offices of Issuer: AspenBio Pharma, Inc. 1585 South Perry Street Castle Rock, CO 80104 Item 2. The Peierls Foundation, Inc. - ---------------------------- (a) Name of person filing: The Peierls Foundation, Inc. (b) Residence or Business Address: c/o U.S. Trust Company of N.Y. 114 West 47th Street New York, NY 10036 (c) Citizenship: New York, USA entity (d) Title and Class of Securities: Common Stock, no par value (e) CUSIP Number: 045 34 61 03 E. Jeffrey Peierls - ------------------ (a) Name of person filing: E. Jeffrey Peierls (b) Residence or Business Address: 73 S. Holman Way Golden, CO 80401 (c) Citizenship: USA (d) Title and Class of Securities: Common Stock, no par value (e) CUSIP Number: 045 346 10 3 Brian E. Peierls - ---------------- (a) Name of person filing: Brian E. Peierls (b) Residence or Business Address: 7808 Harvestman Cove Austin, TX 78731 (c) Citizenship: USA (d) Title and Class of Securities: Common Stock, no par value (e) CUSIP Number: 045 346 10 3 Item 3. N/A Item 4. Ownership. (a) Amount beneficially owned: See Item 9 of Cover Pages. (b) Percent of class: See Item 11 of Cover Pages. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: See Item 5 of Cover Pages (ii) Shared power to vote or to direct the vote: See Item 6 of Cover Pages (iii) Sole power to dispose or to direct the disposition of: See Item 7 of Cover Pages (iv) Shared power to dispose or to direct the disposition of: See Item 8 of Cover Pages Item 5-9. Ownership of Five Percent or Less of a Class N/A Item 10. Certification The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the Reporting Person's knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. Date: February 22, 2008 The Peierls Foundation, Inc. By: /s/ E. Jeffrey Peierls ----------------------------------- E. Jeffrey Peierls, President /s/ E. Jeffrey Peierls ----------------------------------- E. Jeffrey Peierls, Individually /s/ Brian E. Peierls ----------------------------------- Brian E. Peierls, Individually -----END PRIVACY-ENHANCED MESSAGE-----