sc13g

0000950134-08-002790.txt : 20080214 0000950134-08-002790.hdr.sgml : 20080214 20080214170627 ACCESSION NUMBER: 0000950134-08-002790 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: JOSEPH WING KONG LEUNG GROUP MEMBERS: KAM POR CHAN GROUP MEMBERS: MILESTONE MANAGEMENT LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOFORM MEDICAL INC CENTRAL INDEX KEY: 0001282393 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 391979642 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83746 FILM NUMBER: 08618580 BUSINESS ADDRESS: STREET 1: 1875S GRANT ST STREET 2: SUITE 110 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 650-286-4000 MAIL ADDRESS: STREET 1: 1875S GRANT ST STREET 2: SUITE 110 CITY: SAN MATEO STATE: CA ZIP: 94402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERON INTERNATIONAL LTD CENTRAL INDEX KEY: 0001019354 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O COBLENTZ PATCH DUFFY & BASS LLP STREET 2: 222 KEARNEY STREET 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 8522739881 MAIL ADDRESS: STREET 1: C/O COBLENTZ PATCH DUFFY & BASS LLP STREET 2: 222 KEARNY STREET 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 SC 13G 1 f38136sc13g.htm SCHEDULE 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTIONS 240.13d-1(b),(c) AND (d) THERETO FILED PURSUANT TO SECTION 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )*

Bioform Medical, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

09065G982

(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:

		o Rule 13d-1(b)

		o Rule 13d-1(c)

		þ Rule 13d-1(d)

*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 the 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).

Page 1 of 9 Pages


CUSIP No.		09065G982		Page		2		of		9 pages


1	NAME OF REPORTING PERSONS Veron International Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			0 shares.

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,310,339 shares.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 shares.

WITH		8	SHARED DISPOSITIVE POWER

			3,310,339 shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,310,339 shares.

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.2%

12	TYPE OF REPORTING PERSON

	00


CUSIP No.		09065G982		Page		3		of		9 pages


1	NAME OF REPORTING PERSONS Milestone Management Limited (“Milestone”)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Hong Kong

		5	SOLE VOTING POWER

NUMBER OF			0 shares.

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,310,339 shares.*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 shares.

WITH		8	SHARED DISPOSITIVE POWER

			3,310,339 shares.*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,310,339 shares.*

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.2%

12	TYPE OF REPORTING PERSON

	00

*Consists of 3,310,339 shares of common stock held directly by Veron. Milestone is a director of Veron and may be deemed to have shared voting and dispositive power as to those shares of common stock held directly by Veron. Milestone disclaims beneficial ownership of the shares held directly by Veron, except to the extent of its pecuniary interest therein.


CUSIP No.		09065G982		Page		4		of		9 pages


1	NAME OF REPORTING PERSONS Kam Por Chan (“Chan”)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	China

		5	SOLE VOTING POWER

NUMBER OF			0 shares.

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,310,339 shares.*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			3,310,339 shares.*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,310,339 shares.*

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.2%

12	TYPE OF REPORTING PERSON

	IN

*Consists of 3,310,339 shares of common stock held directly by Veron. Mr. Chan is a director of Milestone, which is a director of Veron, and may be deemed to have shared voting and dispositive power as to those shares of common stock held directly by Veron. Mr. Chan disclaims beneficial ownership of the shares held directly by Veron, except to the extent of his pecuniary interest therein.


CUSIP No.		09065G982		Page		5		of		9 pages


1	NAME OF REPORTING PERSONS Joseph Wing Kong Leung (“Leung”)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	China

		5	SOLE VOTING POWER

NUMBER OF			0 shares.

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,310,339 shares.*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 shares.

WITH		8	SHARED DISPOSITIVE POWER

			3,310,339 shares.*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,310,339 shares.*

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.2%

12	TYPE OF REPORTING PERSON

	IN

*Consists of 3,310,339 shares of common stock held by Veron. Mr. Leung is a director of both Veron and Milestone, and may be deemed to have shared voting and dispositive power as to those shares of common stock held directly by Veron. Mr. Leung disclaims beneficial ownership of the shares held directly by Veron, except to the extent of his pecuniary interest therein.


CUSIP No. 09065G982		Page 6 of 9 pages


Item 1.

	(a)	Name of Issuer:

		Bioform Medical, Inc.

	(b)	Address of Issuer’s Principal Executive Offices:

		1875 South Grant Street
		Suite 110
		San Mateo, California 94402

Item 2.

	(a)	Name of Person(s) Filing:

Veron International Ltd., a British Virgin Islands company (“Veron”), Milestone Management Limited, a Hong Kong Company (“Milestone”), Kam Por Chan (“Chan”) and Joseph Wing Kong Leung (“Leung”) hereby make this single joint filing statement on Schedule 13G with respect to certain shares of common stock of Bioform Medical, Inc. (“Issuer”) as follows. Veron, Milestone, Leung and Chan are each sometimes referred to herein as a Reporting Person and, collectively, referred to as the Reporting Persons.

Milestone is a director of Veron, and may be deemed to have indirect beneficial ownership of shares of the Issuer directly owned by Veron. Leung and Chan are directors of Milestone, which is a director of Veron, and may be deemed to have indirect beneficial ownership of the shares of Issuer directly owned by Veron. Leung is a director of Veron, and may be deemed to have indirect beneficial ownership of the shares of Issuer directly held by Veron.

(b)

Address of Principal Business Office or, if none, Residence:

The address of each Reporting Person is: Top Floor, ChinaChem Golden Plaza, 77 Mody Road, Tsimshatsui East, Kowloon, K3

(c)

Citizenship:

Veron is a British Virgin Islands company. Milestone is a Hong Kong Company. Leung and Chan are citizens of China.

(d)

Title of Class of Securities:

Common Stock.

(e)

CUSIP Number:

09065G982


Item 3.		If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a:

N.A.

Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

The percentages of class listed below are calculated based on 46,225,531 shares of common stock of the Issuer outstanding as of January 31, 2008 as represented to be outstanding in Issuer’s Form 10-Q for the fiscal quarter ended December 31, 2007.


CUSIP No. 09065G982		Page 7 of 9 pages

Veron International Ltd.

(a) Amount Beneficially Owned: 3,310,339 shares.

(b) Percent of Class: 7.2%.

(i) Sole power to vote or direct the vote : 0 shares.

(ii) Shared power to vote or to direct the vote: 3,310,339 shares.

(iii) Sole power to dispose or direct the disposition of: 0 shares.

(iv) Shared power to dispose or direct the disposition of: 3,310,339 shares.

Milestone Management Limited

(a) Amount Beneficially Owned: 3,310,339 shares.

(b) Percent of Class: 7.2%.

(i) Sole power to vote or direct the vote : 0 shares.

(ii) Shared power to vote or to direct the vote: 3,310,339 shares.*

(iii) Sole power to dispose or direct the disposition of: 0 shares.

(iv) Shared power to dispose or direct the disposition of: 3,310,339 shares.*

*Consists of 3,310,339 shares of common stock held by Veron. Milestone is a director of Veron. Milestone disclaims beneficial ownership of the shares held directly by Veron, except to the extent of its pecuniary interest therein.

Kam Por Chan

(a) Amount Beneficially Owned: 3,310,339 shares.

(b) Percent of Class: 7.2%

(i) Sole power to vote or direct the vote : 0 shares.

(ii) Shared power to vote or to direct the vote: 3,310,339 shares.*

(iii) Sole power to dispose or direct the disposition of: 0 shares.

(iv) Shared power to dispose or direct the disposition of: 3,310,339 shares.*

*Consists of 3,310,339 shares of common stock held by Veron. Mr. Chan is a director of Milestone, which is a director of Veron, and may be deemed to have shared voting and dispositive power as to those shares of common stock held directly by Veron. Mr. Chan disclaims beneficial ownership of the shares held directly by Veron, except to the extent of his pecuniary interest therein.


CUSIP No. 09065G982		Page 8 of 9 pages

Joseph Wing Kong Leung

(a) Amount Beneficially Owned: 3,310,339 shares.

(b) Percent of Class: 7.2%.

(i) Sole power to vote or direct the vote : 0 shares.

(ii) Shared power to vote or to direct the vote: 3,310,339 shares.*

(iii) Sole power to dispose or direct the disposition of: 0 shares.

(iv) Shared power to dispose or direct the disposition of: 3,310,339 shares.*

*Consists of 3,310,339 shares of common stock held directly by Veron. Mr. Leung is a director of Milestone, which is a director of Veron, as well as a director of Veron and may be deemed to have shared voting and dispositive power as to those shares of common stock held directly by Veron. Mr. Leung disclaims beneficial ownership of the shares held directly by Veron, except to the extent of his pecuniary interest therein.


Item 5.		Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent (5%) of the class of securities, check the following [ ].


Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

N.A.


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N.A.


Item 8.		Identification and Classification of Members of the Group.

N.A.


Item 9.		Notice of Dissolution of Group.

N.A.


Item 10.		Certification

N.A.

Page 9 of 9 pages

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.

Date: February 14, 2008


	Veron International Limited

		By:	*

			Joseph Wing Kong Leung,
			Authorized Signatory

	Milestone Management Limited

		By:	*

			Joseph Wing Kong Leung,
			Authorized Signatory

/s/			*

			Kam Por Chan

/s/			*

			Joseph Wing Kong Leung

* /s/ Paul J/ Tauber
Paul J. Tauber, Attorney-in-Fact
Power of Attorney filed as an exhibit hereto

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 100)

EX-24.1 2 f38136exv24w1.htm EXHIBIT 24.1 exv24w1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, as of the date hereof, Paul J. Tauber, his true and lawful attorney-in-fact with full power of substitution, resubstitution, and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, including, but not limited to, the undersigned’s individual capacity and the undersigned’s capacity as a director of Milestone Management Limited (“Milestone”), to execute all agreements, certificates, forms, instruments, or other documents, and to take any action, necessary to file beneficial ownership reports on Schedules 13D and 13G and Forms 3, 4, and 5 (including any amendments thereto, and including any beneficial ownership reports which may in the future be required by the Securities and Exchange Commission to be filed provided that the purpose and form of such reports is substantially similar to Schedules 13D or 13G or Form 3, 4 or 5) under the Securities Exchange Act of 1934 with the Securities and Exchange Commission or any stock exchange or similar authority, in connection with any equity investments in Bioform Medical, Inc., by the undersigned in his individual capacity and by Milestone.

In connection with the appointment of such attorney-in-fact, the undersigned hereby grants unto said attorney-in-fact full power and authority to do and perform each and every act and thing which, in the opinion of said attorney-in-fact, may be requisite, necessary, proper or of benefit to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact (or attorney-in-fact’s substitute or substitutes), may lawfully do or cause to be done by virtue hereof, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned parties pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his own discretion. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s or Milestone’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.

Dated as of: February 14, 2008



	/s/ Kam Por Chan
	Kam Por Chan

EX-24.2 3 f38136exv24w2.htm EXHIBIT 24.2 exv24w2

EXHIBIT 24.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, as of the date hereof, Paul J. Tauber, his true and lawful attorney-in-fact with full power of substitution, resubstitution, and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, including, but not limited to, the undersigned’s individual capacity and the undersigned’s capacity as a director of Veron International Ltd., a British Virgin Islands company (“Veron”) and Milestone Management Limited (“Milestone”), as applicable, to execute all agreements, certificates, forms, instruments, or other documents, and to take any action, necessary to file beneficial ownership reports on Schedules 13D and 13G and Forms 3, 4, and 5 (including any amendments thereto, and including any beneficial ownership reports which may in the future be required by the Securities and Exchange Commission to be filed provided that the purpose and form of such reports is substantially similar to Schedules 13D or 13G or Form 3, 4 or 5) under the Securities Exchange Act of 1934 with the Securities and Exchange Commission or any stock exchange or similar authority, in connection with any equity investments in Bioform Medical, Inc., by the undersigned in his individual capacity and by each of Veron and Milestone.

In connection with the appointment of such attorney-in-fact, the undersigned hereby grants unto said attorney-in-fact full power and authority to do and perform each and every act and thing which, in the opinion of said attorney-in-fact, may be requisite, necessary, proper or of benefit to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact (or attorney-in-fact’s substitute or substitutes), may lawfully do or cause to be done by virtue hereof, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned parties pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his own discretion. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s or Veron’s or Milestone’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.

Dated as of: February 14, 2008



	/s/ Joseph Wing Kong Leung
	Joseph Wing Kong Leung

EX-99.1 4 f38136exv99w1.htm EXHIBIT 99.1 exv99w1

EXHIBIT 99.1

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them.

Dated: February 14, 2008


			Veron International Ltd.

	By:	*

		Joseph Wing Kong Leung

Milestone Management Limited

	By:	*

		Joseph Wing Kong Leung, Director

		*

		Kam Por Chan

		*

		Joseph Wing Kong Leung


*
By:		/s/ Paul J. Tauber
		Paul J. Tauber, Attorney-in-fact
		Power of Attorney filed as an exhibit
		to Schedule 13G to which this Joint Filing
		Agreement is also filed as an exhibit