Unassociated Document

0001193805-09-000130.txt : 20090123 0001193805-09-000130.hdr.sgml : 20090123 20090122212556 ACCESSION NUMBER: 0001193805-09-000130 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090123 DATE AS OF CHANGE: 20090122 GROUP MEMBERS: MILLENNIUM TECHNOLOGY VALUE PARTNERS, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Millennium Technology Value Partners RCM L P CENTRAL INDEX KEY: 0001314078 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 350 PARK AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 350 PARK AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUROBIOLOGICAL TECHNOLOGIES INC /CA/ CENTRAL INDEX KEY: 0000918112 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943049219 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49135 FILM NUMBER: 09540290 BUSINESS ADDRESS: STREET 1: 2000 POWELL STREET, SUITE 800 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-595-6000 MAIL ADDRESS: STREET 1: 2000 POWELL STREET, SUITE 800 CITY: EMERYVILLE STATE: CA ZIP: 94608 SC 13D 1 e604918_sc13d-millennium.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

Neurobiological Technologies, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

64124W304

(CUSIP Number)

Samuel L. Schwerin

Millennium Technology Value Partners

747 Third Avenue, 38th Floor

New York, NY

(646) 521-7800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 22, 2009

(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.

_______________

A Schedule 13D was filed previously by Samuel L. Schwerin and Daniel Burstein as controlling persons of the reporting persons.

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.

CUSIP NO. 64124W304

1	NAME OF REPORTING PERSON Millennium Technology Value Partners (RCM), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 991,259
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 991,259
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 991,259
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 64124W304

1	NAME OF REPORTING PERSON Millennium Technology Value Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 978,621
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 978,621
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 978,621
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 64124W304

ITEM 1. Security and Issuer.

This statement relates to the common stock, $0.001 par value (the “Common Stock”), of Neurobiological Technologies, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 2000 Powell Street, Suite 800, Emeryville, California 94608.

ITEM 2. Identity and Background.

(a) The name of the reporting persons are Millennium Technology Value Partners (RCM), L.P. (“Millennium RCM LP”) and Millennium Technology Value Partners, L.P. (“Millennium LP”). Millennium RCM LP and Millennium LP are sometimes hereinafter referred to as the “Reporting Persons”. Millennium RCM LP and Millennium LP are limited partnerships organized and existing under the laws of the State of Delaware, which invest in public and private companies. The business address for Millennium RCM LP and Millennium LP is Millennium Technology Value Partners, 747 Third Avenue, 38th Floor, New York, NY 10017. The Reporting Persons are each controlled by an entity which in turn is controlled jointly by Samuel L. Schwerin and Daniel Burstein.

(b) The business address of Messrs. Schwerin and Burstein is Millennium Technology Value Partners, 747 Third Avenue, 38th Floor, New York, NY 10017.

(d) During the last five years, none of the Reporting Persons nor Messrs. Schwerin and Burstein have been convicted in a criminal proceeding.

(e) During the last five years, none of the Reporting Persons nor Messrs. Schwerin and Burstein were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Messrs. Schwerin and Burstein are each United States citizens.

A copy of the agreement in writing between Millennium RCM LP and Millennium LP to file this statement on behalf of each of them is attached hereto as Exhibit 99.1.

ITEM 3. Source and Amount of Funds or Other Consideration.

Working capital.

ITEM 4. Purpose of Transaction.

On January 22, 2009, Millennium Technology Value Partners (“Millennium”) delivered a letter (the “Letter”) to the Issuer, filed herewith as Exhibit 99.2, as a follow-up to a letter previously sent on January 6, 2009. The Letter reiterated Millennium’s previous position that due to the failure of Viprinex, the Issuer’s sole major asset, the Issuer should take immediate and decisive action to monetize and distribute the Company’s remaining assets for the benefit of its shareholders. Millennium explained in the Letter that it learned through a review of public filings and conversations with representatives of the Issuer that the Issuer has received letters from stockholders representing 65% of the Issuer’s shares expressing a similar point of view. The Letter emphasized that 37 days have passed since the failure of Viprinex without the Board communicating or enacting a plan designed to maximize shareholder value through the dissolution and liquidation of the Issuer’s assets. The Letter further emphasized the belief of Millennium that any action other than liquidation and dissolution would fail to receive shareholder support and would be an unwise delay and use of shareholder resources. In the Letter, Millennium suggested a plan of liquidation to the Issuer’s management whereby excess cash would be immediately distributed to shareholders, with the remaining assets to be liquidated in a timely and orderly manner by a shareholder appointed fiduciary, with all proceeds being distributed directly to shareholders immediately upon receipt.

ITEM 5. Interest in Securities of the Issuer.

(a) Millennium RCM LP beneficially owns 991,259 shares of Common Stock of the Issuer and Millennium LP beneficially owns 978,621 shares of Common Stock of the Issuer, which represents approximately 3.7% and 3.6% respectively, of the total number of the Issuer’s outstanding shares of common stock as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2008.

CUSIP NO. 64124W304

(b) Millennium RCM LP and Millennium LP are each controlled by an entity which in turn is controlled jointly by Samuel L. Schwerin and Daniel Burstein. Therefore, each of Samuel L. Schwerin and Daniel Burstein have shared dispositive and voting power with respect to, and are the beneficial owners of, an aggregate of 1,969,880 shares of the Common Stock of the Issuer, including 991,259 shares of common stock owned directly by Millennium RCM LP and 978,621 shares of Common Stock owned directly by Millennium LP. In addition, Samuel L. Schwerin is the direct beneficial owner of 110,909 shares of Common Stock of the Issuer, for which he has sole dispositive and voting power. This filing reiterates information provided by Messrs. Schwerin and Burstein in a previously filed Schedule 13D, but now includes each of the Reporting Persons.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

None.

ITEM 7. Material to be filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

Exhibit 99.1: Joint Filing Agreement on behalf of the Reporting Persons.

Exhibit 99.2: Letter from Millennium Technology Value Partners to the Issuer, dated January 22, 2009.

CUSIP NO. 64124W304

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 22, 2009
	MILLENNIUM TECHNOLOGY VALUE PARTNERS, L.P.
	By:	/s/ Samuel L. Schwerin
		Samuel L. Schwerin
		Managing Partner

	MILLENNIUM TECHNOLOGY VALUE PARTNERS (RCM), L.P.
	By:	/s/ Samuel L. Schwerin
		Samuel L. Schwerin
		Managing Partner

EX-99.1 2 e604918_ex99-1.htm Unassociated Document

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Neurobiological Technologies, Inc. and affirm that this Schedule 13D is being filed on behalf of each of the undersigned. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: January 22, 2009
	MILLENNIUM TECHNOLOGY VALUE PARTNERS, L.P.
	By:	/s/ Samuel L. Schwerin
		Samuel L. Schwerin
		Managing Partner

	MILLENNIUM TECHNOLOGY VALUE PARTNERS (RCM), L.P.
	By:	/s/ Samuel L. Schwerin
		Samuel L. Schwerin
		Managing Partner

EX-99.2 3 e604918_ex99-2.htm Unassociated Document

Exhibit 99.2

January 22, 2009

The Board of Directors of Neurobiological Technologies, Inc.

c/o Abraham E. Cohen, Chairman of the Board

2000 Powell Street, Suite 800

Emeryville, CA 94608

Dear Members of the Board:

As you know, on January 6, 2009 Millennium Technology Value Partners L.P. (“Millennium”) delivered a letter to the Board of Neurobiological Technologies, Inc. (“NTI” or the “Company”) urging it to take immediate and decisive action to monetize and distribute the Company’s remaining assets for the benefit of shareholders. We have since learned through a review of public filings and discussions with you that the Company has received correspondence from stockholders representing 65% of NTI shares expressing a similar point of view. This would appear to constitute a clear mandate from the stockholders of the Company for you to take immediate action to commence an orderly liquidation. We are disappointed that in the face of such an overwhelming directive from your stockholders, you are able to act other than with absolute immediacy to carry out the will of your constituency.

Over the past 14 months, management and members of the Board repeatedly assured Millennium that contingency plans involving liquidation had been developed and would be implemented immediately should Viprinex fail. Now that Viprinex has failed, we can’t help but wonder, where is the contingency plan and why hasn’t it been implemented? While we appreciate the Company’s January 13 announcement regarding the reduction of staff and the trimming of costs, the ultimate inaction on the Board’s behalf is alarming. Trimming costs merely lowers the cash burn and slows the rate of decline in shareholder value. It does not stop the decline, and more importantly, it does not seek to return maximum value to shareholders.

We are further concerned by discussions involving the potential engagement of financial advisors. As you know, financial and strategic advisors often require a considerable period of time to “evaluate strategic alternatives” and are compensated in such a way as to place an inherent bias against recommending liquidation, which in NTI’s case, is the best, and most immediate, course of action. There is no need, nor reason, to waste time or shareholder resources on advisors or to delay the liquidation process in order to explore risky alternative strategies, courses certain to result in further diminution of value for all shareholders, when the majority of the stockholders of the Company appear to have already made their views perfectly clear. The Board should understand that any action that it takes that would require the approval of its stockholders -- other than the prompt liquidation of the Company -- will not receive sufficient votes to pass. Accordingly, and by definition, any such attempts would clearly constitute a waste of corporate assets.

Recent discussions with management and members of the Board have further confirmed that “the process of exploring alternatives is ultimately most likely to conclude that liquidation is the best course of action for the shareholders of NTI.” Yet 37 days have passed since the failure of Viprinex, “the sole major asset of the Company,” without the Board communicating or enacting a plan designed to maximize shareholder value through the dissolution and liquidation of NTI assets. We have even gone so far as to outline a plan of liquidation to the Company that we believe could be approved by a substantial majority of the Company’s stockholders. In that plan, excess cash would be immediately distributed to shareholders, with the remaining assets to be liquidated in a timely and orderly manner over the coming months by a shareholder appointed fiduciary, with all proceeds being distributed directly to shareholders immediately upon receipt.

Should the Board have any question that the plan outlined above is in the best interests of shareholders, and that any attempts to pursue an alternative course of action would be over the objection of your stockholders, then we urge you to call a Special Meeting to allow the shareholders to reinforce our own conclusions and those suggested in correspondence from shareholders representing 65% of NTI stock.

To reiterate what we said in our January 6, 2009 letter and have repeated numerous times during our discussions with management, we believe that any action other than the immediate dissolution and liquidation of the Company is an irresponsible waste of corporate assets and will result in a severe impairment of shareholder value. We trust that the best interests of NTI shareholders continue to be of utmost importance to you, the members of the Board, and look forward to your prompt response. If either the Board or management has any questions about the appropriate liquidation plan and how best to implement it, we would welcome the opportunity to discuss it further.

With every day that you fail to take action, the value of the Company declines. We urge you to consider very carefully your primary obligations to your stockholders, and the consequences of your failure to honor these obligations.

Respectfully,

/s/ Samuel L. Schwerin

Samuel L. Schwerin

Managing Partner

Cc:	Abraham E. Cohen Enoch Callaway, M.D. Theodore L. Eliot, Jr. William A. Fletcher Paul E. Frieman F. Van Kasper Matthew M. Loar Abraham D. Sofaer John B. Stuppin