-----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, MIK/JAef3JQfw4qWo86bw71RljL1mGIwlWlVM5CqZRxb8ECgaQtuqYxjIycfrB1v xrrPqSqhWf4HKu5Kh9enKg== 0001047469-98-007436.txt : 19980226 0001047469-98-007436.hdr.sgml : 19980226 ACCESSION NUMBER: 0001047469-98-007436 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980225 SROS: NONE GROUP MEMBERS: CRAIG DEES, PH.D. GROUP MEMBERS: ERIC A. WACHTER, PH.D. GROUP MEMBERS: ROBERT J. WEINSTEIN, M.D. GROUP MEMBERS: SMOLIK JOHN A GROUP MEMBERS: STUART P. LEVINE GROUP MEMBERS: THEODORE TANNEBAUM GROUP MEMBERS: THOMAS B. ROSENBERG GROUP MEMBERS: TIM SCOTT, PH.D. GROUP MEMBERS: WALTER A. FISHER, PH.D. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOTOGEN TECHNOLOGIES INC CENTRAL INDEX KEY: 0000761237 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 364010347 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53647 FILM NUMBER: 98548567 BUSINESS ADDRESS: STREET 1: 7327 OAK RIDGE HIGHWAY STREET 2: SUITE B CITY: KNOXVILLE STATE: TN ZIP: 37931 BUSINESS PHONE: 4237694012 MAIL ADDRESS: STREET 1: 7327 OAK RIDGE HIGHWAY STREET 2: SUITE B CITY: KNOXVILLE STATE: TN ZIP: 37931 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMOLIK JOHN A CENTRAL INDEX KEY: 0001056579 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7327 OAK RIDGE HWY STREET 2: STE B CITY: KNOXVILLE STATE: TN ZIP: 37931 MAIL ADDRESS: STREET 1: 7327 OAK RIDGE HWY STREET 2: STE B CITY: KNOXVILLE STATE: TN ZIP: 37931 SC 13D 1 SCHEDULE 13D INFORMATION REQUIREMENTS FOR FILINGS UPON ACQUISITION OF FIVE PERCENT OF A CLASS OF EQUITY SECURITIES SUBJECT TO THE REPORTING REQUIREMENTS OF THE 1934 ACT SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ______)* PHOTOGEN TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 71932A-10-1 (CUSIP Number) John Smolik c/o Photogen Technologies, Inc., 7327 OAK RIDGE HIGHWAY, SUITE B, KNOXVILLE, TN 37931 (423/769-4012) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 25, 1998 (Date of Event Which Requires Filing of this Statement) If the person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page The information required on the shall be filled out for a reporting remainder of this cover page shall person's initial filing on this form not be deemed to be "filed" for the with respect to the subject class of purpose of Section 18 of the securities, and for any subsequent Securities Exchange Act of 1934 amendment containing information ("Act") or otherwise subject to the which would alter disclosures liabilities of that section of the provided in a prior cover page. Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 71932A-10-1 _______________________________________________________________________________ (1) Names of Reporting Persons. S.S. or I.R.S. Identification John A. Smolik Nos. of Above Persons _______________________________________________________________________________ (2) Check the Appropriate Box if a (a) X Member of a Group (See Instructions) _______________________________ (b)_______________________________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds (See Instructions) 00 _______________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______________________________________________________________________________ (6) Citizenship or Place of Organization United States _______________________________________________________________________________ Number of Shares Beneficially (7) Sole Voting Power 4,800,000(A) Owned by Each Reporting Person __________________________________________ With (8) Shared Voting Power 0(A) __________________________________________ (9) Sole Dispositive Power 4,800,000 __________________________________________ (10) Shared Dispositive Power 0 __________________________________________ _______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,800,000(A) _______________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X](A) _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 13.3% _______________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN _______________________________________________________________________________ ______________________________ (A) Excludes an aggregate of 29,894,878 shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership. See description of Voting Agreement in Item 4, below. -2- CUSIP No. 71932A-10-1 _______________________________________________________________________________ (1) Names of Reporting Persons. S.S. or I.R.S. Identification Eric A. Wachter, Ph.D. Nos. of Above Persons _______________________________________________________________________________ (2) Check the Appropriate Box if a (a) X ________________________________ Member of a Group (See Instructions) (b) ________________________________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds (See Instructions) 00 _______________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______________________________________________________________________________ (6) Citizenship or Place of Organization United States _______________________________________________________________________________ Number of Shares Beneficially (7) Sole Voting Power 4,800,000(A) Owned by Each Reporting Person ___________________________________________ With (8) Shared Voting Power 0(A) ___________________________________________ (9) Sole Dispositive Power 4,800,000 __________________________________________ (10) Shared Dispositive Power 0 _______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,800,000(A) _______________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X](A) _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 13.3% _______________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN _______________________________________________________________________________ ____________________________ (A) Excludes an aggregate of 29,894,878 shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership. See description of Voting Agreement in Item 4, below. -3- CUSIP No. 71932A-10-1 _______________________________________________________________________________ (1) Names of Reporting Persons. S.S. or I.R.S. Identification Craig Dees, Ph.D. Nos. of Above Persons _______________________________________________________________________________ (2) Check the Appropriate Box if a (a) X ________________________________ Member of a Group (See Instructions) (b) ________________________________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds (See Instructions) 00 _______________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______________________________________________________________________________ (6) Citizenship or Place of Organization United States _______________________________________________________________________________ Number of Shares Beneficially (7) Sole Voting Power 4,800,000(A) Owned by Each Reporting Person __________________________________________ With (8) Shared Voting Power 0(A) __________________________________________ (9) Sole Dispositive Power 4,800,000 __________________________________________ (10) Shared Dispositive Power 0 _______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,800,000(A) _______________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X](A) _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 13.3% _______________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN _______________________________________________________________________________ ___________________________ (A) Excludes an aggregate of 29,894,878 shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership. See description of Voting Agreement in Item 4, below. -4- CUSIP No. 71932A-10-1 _______________________________________________________________________________ (1) Names of Reporting Persons. S.S. or I.R.S. Identification Walter G. Fisher, Ph.D. Nos. of Above Persons _______________________________________________________________________________ (2) Check the Appropriate Box if a (a) X ________________________________ Member of a Group (See Instructions) (b) ________________________________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds (See Instructions) 00 _______________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______________________________________________________________________________ (6) Citizenship or Place of Organization United States _______________________________________________________________________________ Number of Shares Beneficially (7) Sole Voting Power 4,800,000(A) Owned by Each Reporting Person ______________________________________ With (8) Shared Voting Power 0(A) _________________________________ (9) Sole Dispositive Power 4,800,000 _________________________________ (10) Shared Dispositive Power 0 _______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,800,000(A) _______________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X](A) _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 13.3% _______________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN _______________________________________________________________________________ _______________________________________________________________________________ _____________________________ (A) Excludes an aggregate of 29,894,878 shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership. See description of Voting Agreement in Item 4, below. -5- CUSIP No. 71932A-10-1 _______________________________________________________________________________ (1) Names of Reporting Persons. S.S. or I.R.S. Identification Timothy Scott, Ph.D. Nos. of Above Persons _______________________________________________________________________________ (2) Check the Appropriate Box if a (a) X ________________________________ Member of a Group (See Instructions) (b) ________________________________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds (See Instructions) 00 _______________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______________________________________________________________________________ (6) Citizenship or Place of Organization United States _______________________________________________________________________________ Number of Shares Beneficially (7) Sole Voting Power 4,800,000(A) Owned by Each Reporting Person _____________________________________ With (8) Shared Voting Power 0(A) _____________________________________ (9) Sole Dispositive Power 4,800,000 _______________________________________ (10) Shared Dispositive Power 0 _______________________________________ _______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,800,000(A) _______________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X](A) _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 13.3% _______________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN _______________________________________________________________________________ ______________________________ (A) Excludes an aggregate of 29,894,878 shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership. See description of Voting Agreement in Item 4, below. -6- CUSIP No. 71932A-10-1 _______________________________________________________________________________ (1) Names of Reporting Persons. S.S. or I.R.S. Identification Stuart P. Levine Nos. of Above Persons _______________________________________________________________________________ (2) Check the Appropriate Box if a (a) X ________________________________ Member of a Group (See Instructions) (b) ________________________________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds (See Instructions) PF _______________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______________________________________________________________________________ (6) Citizenship or Place of Organization United States _______________________________________________________________________________ Number of Shares Beneficially (7) Sole Voting Power 3,426,921(A), (B) Owned by Each Reporting Person ___________________________________________ With (8) Shared Voting Power 0(A) ___________________________________________ (9) Sole Dispositive Power 3,426,921(B) ____________________________________________ (10) Shared Dispositive Power 0 _______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 3,426,921(A), (B) _______________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X](A) _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 9.52% _______________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN _______________________________________________________________________________ ______________________________ (A) Excludes an aggregate of 31,267,957 shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership. See description of Voting Agreement in Item 4, below. (B) Includes 1,000,000 shares owned by SL Investment Enterprises, LP (a Georgia limited partnership), a family partnership controlled by the reporting person. -7- CUSIP No. 71932A-10-1 _______________________________________________________________________________ (1) Names of Reporting Persons. S.S. or I.R.S. Identification Theodore Tannebaum Nos. of Above Persons _______________________________________________________________________________ (2) Check the Appropriate Box if a (a) X ________________________________ Member of a Group (See Instructions) (b) ________________________________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds (See Instructions) PF _______________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______________________________________________________________________________ (6) Citizenship or Place of Organization United States _______________________________________________________________________________ Number of Shares Beneficially (7) Sole Voting Power 3,450,421(A), (B) Owned by Each Reporting Person ___________________________________________ With (8) Shared Voting Power 0(A) ___________________________________________ (9) Sole Dispositive Power 1,950,421 ____________________________________________ (10) Shared Dispositive Power 0 _______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 3,450,421(A), (B) _______________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X](A) _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 9.58% _______________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN _______________________________________________________________________________ ______________________________ (A) Excludes an aggregate of 31,244,457 shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership. See description of Voting Agreement in Item 4, below. (B) Reporting person retains voting rights on an aggregate of 1,500,000 shares owned by Lizette D. Greco, Harley J. Tannebaum, Jonne Ana Tannebaum, and Kathleen A. Beauchamp. -8- CUSIP No. 71932A-10-1 _______________________________________________________________________________ (1) Names of Reporting Persons. S.S. or I.R.S. Identification Robert J. Weinstein, M.D. and Nos. of Above Persons Lois Weinstein (joint tenants) _______________________________________________________________________________ (2) Check the Appropriate Box if a (a) X ________________________________ Member of a Group (See Instructions) (b) ________________________________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds (See Instructions) PF _______________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______________________________________________________________________________ (6) Citizenship or Place of Organization United States _______________________________________________________________________________ Number of Shares Beneficially (7) Sole Voting Power 3,455,421(A), (B) Owned by Each Reporting Person _________________________________________ With (8) Shared Voting Power 0(A) _________________________________________ (9) Sole Dispositive Power 3,455,421(B) ________________________________________ (10) Shared Dispositive Power 0 _______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 3,455,421(A), (B) _______________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X](A) _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 9.6% _______________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN _______________________________________________________________________________ ___________________________ (A) Excludes an aggregate of 31,239,457 shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership. See description of Voting Agreement in Item 4, below. (B) Includes 1,400,000 shares owned by W.F. Investments Enterprises, Limited Partnership (a Georgia limited partnership), a family partnership jointly controlled by the reporting persons. -9- CUSIP No. 71932A-10-1 _______________________________________________________________________________ (1) Names of Reporting Persons. S.S. or I.R.S. Identification Thomas B. Rosenberg Nos. of Above Persons _______________________________________________________________________________ (2) Check the Appropriate Box if a (a) X ________________________________ Member of a Group (See Instructions) (b) ________________________________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds (See Instructions) PF _______________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______________________________________________________________________________ (6) Citizenship or Place of Organization United States _______________________________________________________________________________ Number of Shares Beneficially (7) Sole Voting Power 362,115(A) Owned by Each Reporting Person ________________________________________ With (8) Shared Voting Power 0(A) ________________________________________ (9) Sole Dispositive Power 362,115 ________________________________________ (10) Shared Dispositive Power 0 ______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 362,115(A) _______________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X](A) _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 1% _______________________________________________________________________________ (14) Type of Reporting Person (See Instructions) IN _______________________________________________________________________________ _________________________________ (A) Excludes an aggregate of 34,332,763 shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership. See description of Voting Agreement in Item 4, below. -10- Item 1. SECURITY AND ISSUER. The title of the class of securities to which this Schedule 13D relates is Common Stock ("Common Stock") of Photogen Technologies, Inc., a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931. Item 2. IDENTITY AND BACKGROUND. Set forth below is the following information with respect to each of the persons filing this Schedule 13D (together, the "Filing Persons") and, in addition, each of such person's general partners, if applicable, and, if applicable, the persons controlling such general partners (such additional persons, together with the Filing Persons, the "Item 2 Persons"): (a) name; (b) address of principal offices (if entity) or residence or business address (if individual); (c) principal business (if entity) or principal occupation and name, business and address of employer (if individual); (d) information concerning criminal convictions during the last five years; (e) information concerning civil or administrative proceedings under state or federal securities laws during the past five years with respect to any state or federal securities laws and (f) citizenship (if individual) or jurisdiction of organization (if entity). I. a) John Smolik b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 c) Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer of Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) United States II. a) Eric A. Wachter, Ph.D. b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 c) Director and employee (research scientist) of Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) United States III. a) Craig Dees, Ph.D. -11- b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 c) Director and employee (research scientist) of Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) United States IV. a) Walter G. Fisher, Ph.D. b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 c) Director and employee (research scientist) of Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) United States V. a) Timothy Scott, Ph.D. b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 c) Employee (research scientist) of Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) United States VI. a) Stuart P. Levine b) 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611 c) Private investor, 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611 d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) United States VII. a) Theodore Tannebaum b) 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611 c) Private investor, 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611 d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) -12- f) United States VIII. a) Robert J. Weinstein, M.D. b) 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611 c) Private investor, 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611 d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) United States IX> a) Thomas B. Rosenberg b) Capital Associates Development Corp., 1201 North Clark Street, Chicago, IL 60610 c) Private investor, Capital Associates Development Corp., 1201 North Clark Street, Chicago, IL 60610 d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) United States (1) During the last five years, no person listed above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any such person been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such person becoming 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. Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Tannebaum acquired 21,595,704 shares of Common Stock from the Issuer on October 7, 1994 in a private transaction (adjusted to reflect a subsequent two-for-one reverse stock split). The purchase price was $.0231528 per share, which Mr. Tannebaum paid with his personal funds. Dr. Weinstein and his wife acquired 3,239,350 shares of Common Stock and Mr. Levine acquired 3,239,350 shares of Common Stock on December 9, 1994 from the Issuer in a private transaction (adjusted to reflect a subsequent two-for-one reverse stock split). The purchase price was $.0231528 per share, which Dr. Weinstein and Mr. Levine paid with their respective personal funds. Mr. Smolik and Drs. Wachter, Dees, Fisher and Scott acquired their Common Stock from the Issuer on May 16, 1997 as a result of the merger between Photogen, Inc. (of which they were -13- the sole stockholders) and a wholly-owned subsidiary of Issuer. The consideration for the Common Stock Mr. Smolik and Drs. Wachter, Dees, Fisher and Scott received from the Issuer was their interest in Photogen, Inc. On May 16, 1997, the Issuer sold 2,975,359 shares of Common Stock to Dr. and Mrs. Weinstein, 2,975,359 shares to Mr. Levine and 362,115 shares to Mr. Rosenberg in a private transaction. The purchase price was $.28568 per share, which Dr. Weinstein and Messrs. Levine and Rosenberg paid with their respective personal funds. Item 4. PURPOSE OF TRANSACTION. This Schedule 13D is being filed as a result of the Issuer's registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934 pursuant to a Form 10-SB filed with the Securities and Exchange Commission. All of the shares of Common Stock subject to this Schedule 13D have been owned by the reporting persons prior to the effectiveness of the Issuer's Section 12(g) registration. Mr. Smolik and Drs. Wachter, Dees, Fisher and Weinstein are officers and/or directors of the Issuer, and they are in a position to influence management of the Issuer. In that capacity, they may consider from time to time various plans for the Issuer to raise additional capital which may have the effect of changing the present capitalization of the Issuer. In addition, the Issuer may expand its Board to add one or more independent directors. The shares of Common Stock beneficially owned by the reporting persons are subject to a Voting Agreement and, accordingly, the parties to the Voting Agreement may be deemed to share voting power with respect to their shares. The Voting Agreement was entered into among Eric Wachter, Craig Dees, Walter Fisher, Tim Scott and John Smolik (the "Tennessee Stockholders") and Theodore Tannebaum, Robert Weinstein, Stuart Levine and Thomas Rosenberg (the "Chicago Stockholders"). The Voting Agreement generally provides that the Tennessee Stockholders and Chicago Stockholders will vote shares of common stock beneficially owned by them (i) in accordance with the unanimous recommendation of the Board of Directors with respect to any amendments to the Articles of Incorporation or Bylaws, (ii) to fix the number of directors at five, (iii) to elect to the Board of Directors four persons nominated by holders of 80% of the shares of the Tennessee Stockholders and one person nominated by holders of 80% of the shares of the Chicago Stockholders (and to remove any such director at the request of the stockholders who nominated him), and (iv) to fix the number of directors on the Board's Executive Committee at three, two of whom will be selected by the Tennessee Stockholders and one of whom will be selected by the Chicago Stockholders. The Voting Agreement is attached as Exhibit 1 to this Schedule 13D. Except as described above, no reporting person has any current plans or proposals that relate to or would result in: -14- a. The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; c. A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; d. Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the Issuer; f. Any other material change in the Issuer's business or corporate structure; g. Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; h. Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease 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 Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or j. Any action similar to any of those enumerated above. Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Common Stock Name of Beneficially % of Item of Person Owned Class(1) Voting Power _______________ _____________ ________ _____________ John A. Smolik 4,800,000(2) 13.3% Sole(3) Eric A. Wachter, Ph.D. 4,800,000(2) 13.3% Sole(3) Craig Dees, Ph.D. 4,800,000(2) 13.3% Sole(3) Walter G. Fisher, Ph.D. 4,800,000(2) 13.3% Sole(3)
-15-
Timothy Scott, Ph.D. 4,800,000(2) 13.3% Sole(3) Robert J. Weinstein, 3,455,421(2) 9.6% Sole(3), (4) M.D. and Lois Weinstein (joint tenants) Theodore Tannebaum 3,450,421(2) 9.6% Sole(3), (5) Stuart P. Levine 3,426,921(2) 9.5% Sole(3), (6) Thomas B. Rosenberg 362,115(2) 1% Sole(3)
(1) All percentages in this table are based, pursuant to Rule 13d-1(e) of the Securities Exchange Act of 1934, on the 36,000,000 shares of Common Stock of the Issuer outstanding as of December 24, 1997, as indicated in the Issuer's Form 10-SB filed on December 24, 1997. (2) Excludes shares of Common Stock owned by other reporting persons that are subject to the Voting Agreement described in Item 4, above. (3) Common Stock owned by this reporting person is subject to the Voting Agreement described in Item 4, above, which requires such person to vote such shares as specified therein. (4) Includes 1,400,000 shares of Common Stock owned by a family partnership controlled by Dr. and Mrs. Weinstein. (5) Includes 600,000 shares owned by Lizette D. Greco, 600,000 shares owned by Harley J. Tannebaum, 200,000 shares owned by Jonne Ana Tannebaum and 100,000 shares owned by Kathleen A. Beauchamp, as to which Mr. Tannebaum retains voting rights. See Exhibits 2, 3, 4 and 5 to this Schedule 13D. (6) Includes 1,000,000 shares of Common Stock owned by a family partnership controlled by Mr. Levine. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Voting Agreement among the reporting person is described in Item 4, above. Harley J. Tannebaum, Lizette D. Greco, Kathleen A. Beauchamp, and Jonne Ana Tannebaum have each granted Theodore Tannebaum a proxy over their respective shares until such person has paid him in full. There are no other contracts, arrangements or understandings among any of the Item 2 Persons made or entered into specifically with respect to holding, voting or disposing of the Common Stock of the Issuer. -16- Item 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are filed with this Schedule 13D. 1. Voting Agreement among Eric Wachter, Craig Dees, Walter Fisher, Tim Scott, John Smolik, Theodore Tannebaum, Robert Weinstein, Stuart Levine, Thomas Rosenberg, and joined into by Photogen Technologies, Inc., dated May 16, 1997. 2. Agreement between Theodore Tannebaum and Harley J. Tannebaum dated April 15, 1997. 3. Agreement between Theodore Tannebaum and Lizette D. Greco dated April 15, 1997. 4. Agreement between Theodore Tannebaum and Kathleen A. Beauchamp dated April 15, 1997. 5. Agreement between Theodore Tannebaum and Jonne Ana Tannebaum dated April 15, 1997. 6. Joint Filing Agreement by and among Craig Dees, Walter Fisher, Stuart Levine, Thomas Rosenberg, Timothy Scott, John Smolik, Theodore Tannebaum, Eric A. Wachter, Robert Weinstein and Lois Weinstein, dated February 23, 1998. -17 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: February 25, 1998 /s/ John A. Smolik ------------------------------------ JOHN A. SMOLIK /s/ Eric A. Wachter, Ph.D. ------------------------------------ ERIC A. WACHTER, Ph.D. /s/ Craig Dees, Ph.D. ------------------------------------ CRAIG DEES, Ph.D. /s/ Walter G. Fisher, Ph.D. ------------------------------------ WALTER G. FISHER, Ph.D. /s/ Timothy Scott, Ph.D. ------------------------------------ TIMOTHY SCOTT, Ph.D. /s/ Stuart P. Levine ------------------------------------ STUART P. LEVINE /s/ Theodore Tannebaum ------------------------------------ THEODORE TANNEBAUM /s/ Robert J. Weinstein, M.D. ------------------------------------ ROBERT J. WEINSTEIN, M.D. /s/ Thomas B. Rosenberg ------------------------------------ THOMAS B. ROSENBERG -18- -19- EX-1 2 EXHIBIT 1 - VOTING AGREEMENT EXHIBIT 1 VOTING AGREEMENT This Voting Agreement ("Agreement") is entered into as of the 16th day of May, 1997 by and among Eric A. Wachter, Ph.D. ("Wachter"), Craig Dees, Ph.D. ("Dees"), Walter G. Fisher, Ph.D. ("Fisher"), Tim Scott, Ph.D. ("Scott"), John Smolik ("Smolik"), Theodore Tannebaum ("Tannebaum"), Robert J. Weinstein, M.D. ("Weinstein"), Stuart P. Levine ("Levine"), and Thomas B. Rosenberg ("Rosenberg") (individually a "Stockholder" and collectively the "Stockholders"), and joined into by Photogen Technologies, Inc. for purposes of Sections 1(c) and 1(d) herein. Wachter, Dees, Fisher, Scott and Smolik are sometimes collectively referred to herein as the "Tennessee Stockholders;" Tannebaum, Weinstein, Levine and Rosenberg are sometimes collectively referred to herein as the "Chicago Stockholders;" and the Chicago Stockholders or Tennessee Stockholders are each sometimes referred to herein as a "Stockholder." RECITALS The Stockholders collectively own as of the date of this Agreement approximately 96% of the issued and outstanding shares of common stock, $.001 par value per share (the "Common Stock"), of Photogen Technologies, Inc., a Nevada corporation formerly known as M T Financial Group, Inc. (the "Company"). The Company owns all of the issued and outstanding shares of Photogen, Inc., a Tennessee corporation ("Subsidiary"). The shares of Common Stock together with all other capital stock or securities of the Company, whether authorized or outstanding as of the date hereof or at any time hereafter, are collectively referred to as the "Shares." AGREEMENT Now, therefore, in consideration of the mutual promises herein and other consideration, the receipt and adequacy of which is acknowledged, the parties hereby agree as follows: 1. VOTING AGREEMENT. (a) The agreement in Section 1(b) shall be deemed to constitute a voting agreement among the Stockholders pursuant to Section 78.365(3) of the Nevada General Corporation Law. The agreement in Section 1(c) shall be deemed to constitute an agreement among the parties hereto pursuant to Section 48-17-302 of the Tennessee Business Corporation Act. As used in this Agreement, the determination of a "Beneficial Owner" or "Beneficial Ownership" shall be governed by Regulation 13d-3 under the Securities Exchange Act of 1934, as amended. All percentages of stock ownership in this Agreement shall be calculated on a fully-diluted basis. (b) At each annual meeting of the stockholders of the Company, or at each special meeting of the stockholders of the Company, and at any other time at which stockholders of the Company will have the right to or will vote for or render consent in writing, then and in each event, each Stockholder hereby agrees to vote or cause to be voted all Shares of which he is the Beneficial Owner in favor of the following actions to the extent any such actions are subject to such vote or consent: -1- (i) To amend, alter, modify or repeal the Articles of Incorporation or the By-Laws of the Company only in accordance with the unanimous recommendation of all of the Directors of the Company (whether or not any Board Action is required by law); (ii) To fix and maintain the number of directors of the Company at five (5); (iii) To cause and maintain the election to the Board of Directors of the Company of the following: (A) four (4) persons nominated by the holders of 80% of the aggregate Shares Beneficially Owned by the Tennessee Stockholders; and (B) one (1) person nominated by the holders of 80% of the aggregate Shares Beneficially Owned by the Chicago Stockholders; (iv) To remove from the Board of Directors of the Company any director nominated by the Tennessee or Chicago Stockholders, as applicable pursuant to paragraph 1(b)(iii) at the request of the Stockholders nominating such director; and (v) To fix and maintain the Executive Committee of the Board of Directors of the Company to consist of three (3) directors, two (2) of whom shall be selected by the directors nominated by the Tennessee Stockholders and one (1) of whom shall be selected by the director nominated by the Chicago Stockholders. (c) Company is agreeing for the benefit of the other parties hereto to act in its capacity as stockholder of Subsidiary to the actions set forth in this paragraph (c). At each annual meeting of the stockholder of the Subsidiary, or at each special meeting of the stockholder of the Subsidiary, and at any other time at which stockholder of the Subsidiary will have the right to or will vote for or render consent in writing, then and in each event, the Company (as the sole stockholder of the Subsidiary) hereby agrees to vote or cause to be voted all voting securities of the Subsidiary of which it is the Beneficial Owner in favor of the following actions to the extent any such actions are subject to such vote or consent: (i) To amend, alter, modify or repeal the Articles of Incorporation or the By-Laws of the Subsidiary only in accordance with the unanimous recommendation of all of the Directors of the Subsidiary, (whether or not any Board Action is required by law); (ii) To fix and maintain the number of directors of the Subsidiary at five (5); (iii) To cause and maintain the election to the Board of Directors of the Subsidiary of the following: (A) four (4) persons nominated by the directors of the Company who were selected by the Tennessee Stockholders; and (B) one (1) person nominated by the director of the Company who was selected by the Chicago Stockholders; (iv) To remove from the Board of Directors of the Subsidiary any director nominated by the Tennessee or Chicago Stockholders, as applicable, pursuant to paragraph 1(c)(iii) at the request of the Company directors or director, as applicable, nominating such Subsidiary director; and (v) To fix and maintain the Executive Committee of the Board of Directors of the Subsidiary to consist of three (3) directors, two (2) of whom shall be selected by the -2- directors nominated by the Tennessee Stockholders and one (1) of whom shall be selected by the director nominated by the director of the Company who was selected by the Chicago Stockholders. (d) The Company or Subsidiary, as applicable, shall provide the Stockholders entitled to nominate directors hereunder prior notice of any intended mailing of notice to Stockholders for a meeting at which any of the actions subject to paragraphs 1(b) or 1(c) are to be acted upon. Thereafter, Stockholders (or Company directors with respect to nominations of Subsidiary directors) entitled to nominate directors hereunder shall notify the Company or the Subsidiary (as applicable) in writing, prior to such mailing, of the person nominated by him or it to be a director; provided, that if such Stockholder (or Company directors) fails to give notice to the Company or Subsidiary (as applicable), it shall be deemed that the nominee of such party for such meeting is the person then serving as director pursuant to such Stockholders' (or Company directors') previous nomination. 2. NECESSARY ACTS; ADDITIONAL PARTIES. Each of the parties hereto agrees that he or it will do (or cause to be done) any act or thing and will execute (or cause to be executed) any and all instruments necessary and/or proper to make effective the provisions of this Agreement. Each Stockholder represents and warrants to, and agrees with, each other party hereto that (a) any transferee holding Shares over which such Stockholder remains the Beneficial Owner shall execute and deliver a counterpart of this Agreement and shall be bound by the provisions hereof as if such transferee was an original party hereto; and (b) such Stockholder shall provide each other party hereto true and complete information concerning the Beneficial Ownership of Shares in the hands of transferees. 3. LEGEND ON STOCK CERTIFICATE. Each certificate representing Shares covered by this Agreement is subject to and shall bear the restrictive legend set forth below: The voting of shares of stock evidenced by this certificate is subject to a Voting Agreement dated as of the 16th day of May, 1997. Copies of the Agreement may be obtained from the Secretary of the Company at no cost by written request of the holder of record of this certificate. 4. GENERAL PROVISIONS. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, heirs and legatees. (b) The section headings in this Agreement are inserted for convenience of reference only, and shall not affect the construction or interpretation of this Agreement. (c) The failure at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provisions and shall not affect the right of any party thereafter to enforce each and every provision of this Agreement in accordance with its terms. (d) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to conflict of laws principles thereof, except to the extent the Nevada General Corporation Law and the Tennessee Business Corporation Law govern portions hereof. -3- (e) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and shall be enforceable against the party executing the same, and all of which together shall constitute a single Agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. (f) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the provision held invalid shall be modified to the extent necessary to be valid and shall be enforced as modified. (g) Any notice to be served under this Agreement shall be in writing and shall be deemed to be delivered or given upon receipt if delivered personally, by overnight courier or by telecopier, or two days after mailing by registered mail, return receipt requested, addressed as follows: IF TO THE COMPANY: Photogen Technologies, Inc. To its then current address Attention: John Smolik IF TO ANY STOCKHOLDER: To such Stockholder's address on file in the stock records of the Company or to such other place as a party may specify in writing, delivered in accordance with the provisions of this subsection. (h) This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subject hereof, and supersedes any prior agreement or understanding, written or oral, with respect to such subject matter. No party shall be liable or bound by any representations, warranties or agreements, or any other information or materials previously delivered, whether written or oral, regarding such subject matter. 5. AMENDMENT; TERMINATION. This Agreement may be modified or amended in any respect upon the written approval of the holders of 90% of the Shares, and as so modified or amended, this shall continue to bind all Stockholders regardless of whether they consented to such modification or amendment. This Agreement shall terminate upon the earliest to occur of the following: (i) the written approval of the termination executed by holders of 90% or more of the Shares; (ii) the Stockholders collectively cease to own an aggregate of 20% of the issued and outstanding voting securities of the Company; (iii) the merger of the Company with another company in which the Company is not the survivor or the sale of all or substantially all of the Company's assets; or (vii) the 15th anniversary of the date of this Agreement. -4- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. /s/ E. A. Wachter _________________________________________ Eric A. Wachter, Ph.D. /s/ Craig Dees _________________________________________ Craig Dees, Ph.D. /s/ Walter A. Fisher _________________________________________ Walter G. Fisher, Ph.D. /s/ Tim C. Scott _________________________________________ Tim Scott, Ph.D. /s/ John Smolik _________________________________________ John Smolik /s/ Theodore Tannebaum _________________________________________ Theodore Tannebaum /s/ Robert Weinstein _________________________________________ Robert J. Weinstein, M.D. /s/ Stuart Levine _________________________________________ Stuart P. Levine /s/ Thomas B. Rosenberg _________________________________________ Thomas B. Rosenberg Joined into by for purposes of Sections 1(c) and 1(d) herein. Photogen Technologies, Inc. By:/s/ John Smolik ______________________________________ Its: President _____________________________________ -5- EX-2 3 EXHIBIT 2 - AGREEMENT..HARLEY J. TANNEBAUM AGREEMENT Theodore Tannebaum ("Tannebaum") hereby sells 3,701,677 shares of common stock, par value $.001 per share ("Common Stock"), of M T Financial Group, Inc., a Nevada corporation (the "Company"), to Harley J. Tannebaum ("Harley") at a price of $.0463055 per share for an aggregate of $171,408. Harley agrees to pay for the same on April 15, 2002 or thereafter on demand, with interest on the unpaid principal at 10% compounded annually from the date hereof. Harley understands that the Common Stock has not been and will not in the foreseeable future be registered under the Securities Act or applicable state securities laws and is being offered and sold to Harley in reliance upon federal and state exemptions for transactions not involving any public offering. Harley is acquiring the Common Stock for his own account for investment purposes and not with the view to the resale or distribution thereof except in compliance with applicable securities laws. Harley has received information concerning the Company and is able to evaluate the merits and risks in holding the Common Stock either on his own behalf or based on advice from his advisors, and is able to bear the economic risk and lack of liquidity inherent in holding the Common Stock. The Common Stock will be registered in the name of Harley J. Tannebaum at 680 N. Lakeshore Drive, Apartment 1424, Chicago, IL 60611 but will be held by Tannebaum, along with stock powers signed by Harley in blank with signature guarantee, as collateral for Harley's payment of the purchase price and Harley hereby grants to Tannebaum a security interest in such Common Stock to secure full payment of the purchase price. Further, until all of the purchase price for the Common Stock being purchased hereunder is fully paid, Harley hereby grants Tannebaum a proxy to vote all of said Common Stock on any matter calling for a shareholder vote or providing for a shareholder consent. Harley acknowledges that this proxy is coupled with an interest and will survive the death or disability of Harley. Tannebaum represents and warrants to Harley that he has good and marketable title to the Common Stock, free and clear of any liens or encumbrances except securities law restrictions, which restrictions shall apply to the Common Stock. Accordingly, the certificate in Harley's name representing the Common Stock shall carry the following legend on the reverse side: No sale, offer to sell or transfer of the shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of 1933, as amended, with respect to such shares is then in effect or an exemption from the registration requirements of such Act is then in fact applicable to such shares. Further, in the event the Company's contemplated Plan and Agreement of Recapitalization and Merger is to be consummated, Harley agrees prior to the consummation to (1) contribute to the Company's treasury 3,101,677 shares of the Common Stock, retaining only 600,000 of Common Stock, for which he will nevertheless be obligated to pay Tannebaum the full $171,408 ($0.28568 per share) and (2) join into the Voting Agreement (a copy of which is attached) regarding the 600,000 shares of Common Stock and agrees to vote such 600,000 shares of Common Stock in accordance with the vote or consent of the other Chicago Stockholders (as defined in the Voting Agreement), which Voting Agreement with respect to the 600,000 shares of Common Stock shall be effective so long as Harley has a beneficial interest in said 600,000 shares of Common Stock. This Agreement is made as of April 15, 1997. /s/ Harley J. Tannebaum ----------------------------------- Harley J. Tannebaum /s/ Theodore Tannebaum ------------------------------------ Theodore Tannebaum -2- EX-3 4 EXHIBIT 3 - AGREEMENT..LIZETTE D. GRECO AGREEMENT Theodore Tannebaum ("Tannebaum") hereby sells 3,701,677 shares of common stock, par value $.001 per share ("Common Stock"), of M T Financial Group, Inc., a Nevada corporation (the "Company"), to Lizette D. Greco ("Greco") at a price of $.0463055 per share for an aggregate of $171,408. Greco agrees to pay for the same on April 15, 2002 or thereafter on demand, with interest on the unpaid principal at 10% compounded annually from the date hereof. Greco understands that the Common Stock has not been and will not in the foreseeable future be registered under the Securities Act or applicable state securities laws and is being offered and sold to Greco in reliance upon federal and state exemptions for transactions not involving any public offering. Greco is acquiring the Common Stock for her own account for investment purposes and not with the view to the resale or distribution thereof except in compliance with applicable securities laws. Greco has received information concerning the Company and is able to evaluate the merits and risks in holding the Common Stock either on her own behalf or based on advice from her advisors, and is able to bear the economic risk and lack of liquidity inherent in holding the Common Stock. The Common Stock will be registered in the name of Lizette D. Greco at 2506 Lincoln, Long Grove, IL 60047 but will be held by Tannebaum, along with stock powers signed by Greco in blank with signature guarantee, as collateral for Greco's payment of the purchase price and Greco hereby grants to Tannebaum a security interest in such Common Stock to secure full payment of the purchase price. Further, until all of the purchase price for the Common Stock being purchased hereunder is fully paid, Greco hereby grants Tannebaum a proxy to vote all of said Common Stock on any matter calling for a shareholder vote or providing for a shareholder consent. Greco acknowledges that this proxy is coupled with an interest and will survive the death or disability of Greco. Tannebaum represents and warrants to Greco that he has good and marketable title to the Common Stock, free and clear of any liens or encumbrances except securities law restrictions, which restrictions shall apply to the Common Stock. Accordingly, the certificate in Greco's name representing the Common Stock shall carry the following legend on the reverse side: No sale, offer to sell or transfer of the shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of 1933, as amended, with respect to such shares is then in effect or an exemption from the registration requirements of such Act is then in fact applicable to such shares. Further, in the event the Company's contemplated Plan and Agreement of Recapitalization and Merger is to be consummated, Greco agrees prior to the consummation to (1) contribute to the Company's treasury 3,101,677 shares of the Common Stock, retaining only 600,000 of Common Stock, for which she will nevertheless be obligated to pay Tannebaum the full $171,408 ($0.28568 per share) and (2) join into the Voting Agreement (a copy of which is attached) regarding the 600,000 shares of Common Stock and agrees to vote such 600,000 shares of Common Stock in accordance with the vote or consent of the other Chicago Stockholders (as defined in the Voting Agreement), which Voting Agreement with respect to the 600,000 shares of Common Stock shall be effective so long as Greco has a beneficial interest in said 600,000 shares of Common Stock. This Agreement is made as of April 15, 1997. /s/ Lizette D. Greco ----------------------------------- Lizette D. Greco /s/ Theodore Tannebaum ------------------------------------ Theodore Tannebaum -2- EX-4 5 EXHIBIT 4 - AGREEMENT..KATHLEEN A. BEAUCHAMP AGREEMENT Theodore Tannebaum ("Tannebaum") hereby sells 616,946 shares of common stock, par value $.001 per share ("Common Stock"), of M T Financial Group, Inc., a Nevada corporation (the "Company"), to Kathleen A. Beauchamp ("Beauchamp") at a price of $.0463055 per share for an aggregate of $28,568. Beauchamp agrees to pay for the same on April 15, 2002 or thereafter on demand, with interest on the unpaid principal at 10% compounded annually from the date hereof. Beauchamp understands that the Common Stock has not been and will not in the foreseeable future be registered under the Securities Act or applicable state securities laws and is being offered and sold to Beauchamp in reliance upon federal and state exemptions for transactions not involving any public offering. Beauchamp is acquiring the Common Stock for her own account for investment purposes and not with the view to the resale or distribution thereof except in compliance with applicable securities laws. Beauchamp has received information concerning the Company and is able to evaluate the merits and risks in holding the Common Stock either on her own behalf or based on advice from her advisors, and is able to bear the economic risk and lack of liquidity inherent in holding the Common Stock. The Common Stock will be registered in the name of Kathleen A. Beauchamp at 875 N. Michigan Avenue, Suite 2930, Chicago, Illinois 60611 but will be held by Tannebaum, along with stock powers signed by Beauchamp in blank with signature guarantee, as collateral for Beauchamp's payment of the purchase price and Beauchamp hereby grants to Tannebaum a security interest in such Common Stock to secure full payment of the purchase price. Further, until all of the purchase price for the Common Stock being purchased hereunder is fully paid, Beauchamp hereby grants Tannebaum a proxy to vote all of said Common Stock on any matter calling for a shareholder vote or providing for a shareholder consent. Beauchamp acknowledges that this proxy is coupled with an interest and will survive the death or disability of Beauchamp. Tannebaum represents and warrants to Beauchamp that he has good and marketable title to the Common Stock, free and clear of any liens or encumbrances except securities law restrictions, which restrictions shall apply to the Common Stock. Accordingly, the certificate in Beauchamp's name representing the Common Stock shall carry the following legend on the reverse side: No sale, offer to sell or transfer of the shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of 1933, as amended, with respect to such shares is then in effect or an exemption from the registration requirements of such Act is then in fact applicable to such shares. Further, in the event the Company's contemplated Plan and Agreement of Recapitalization and Merger is to be consummated, Beauchamp agrees prior to the consummation to (1) contribute to the Company's treasury 516,946 shares of the Common Stock, retaining only 100,000 of Common Stock, for which she will nevertheless be obligated to pay Tannebaum the full $28,568 ($0.28568 per share) and (2) join into the Voting Agreement (a copy of which is attached) regarding the 100,000 shares of Common Stock and agrees to vote such 100,000 shares of Common Stock in accordance with the vote or consent of the other Chicago Stockholders (as defined in the Voting Agreement), which Voting Agreement with respect to the 100,000 shares of Common Stock shall be effective so long as Beauchamp has a beneficial interest in said 100,000 shares of Common Stock. This Agreement is made as of April 15, 1997. /s/ Kathleen A. Beauchamp ----------------------------------- Kathleen A. Beauchamp /s/ Theodore Tannebaum ----------------------------------- Theodore Tannebaum -2- EX-5 6 EXHIBIT 5 - AGREEMENT..JONNE TANNEBAUM AGREEMENT Theodore Tannebaum ("Tannebaum") hereby sells 3,701,677 shares of common stock, par value $.001 per share ("Common Stock"), of M T Financial Group, Inc., a Nevada corporation (the "Company"), to Jonne Ana Tannebaum ("Ana") at a price of $.0463055 per share for an aggregate of $57,136. Ana agrees to pay for the same on April 15, 2002 or thereafter on demand, with interest on the unpaid principal at 10% compounded annually from the date hereof. Ana understands that the Common Stock has not been and will not in the foreseeable future be registered under the Securities Act or applicable state securities laws and is being offered and sold to Ana in reliance upon federal and state exemptions for transactions not involving any public offering. Ana is acquiring the Common Stock for her own account for investment purposes and not with the view to the resale or distribution thereof except in compliance with applicable securities laws. Ana has received information concerning the Company and is able to evaluate the merits and risks in holding the Common Stock either on her own behalf or based on advice from her advisors, and is able to bear the economic risk and lack of liquidity inherent in holding the Common Stock. The Common Stock will be registered in the name of Jonne Ana Tannebaum at 132 East Delaware, Suite 5006, Chicago, Illinois 60611 but will be held by Tannebaum, along with stock powers signed by Ana in blank with signature guarantee, as collateral for Ana's payment of the purchase price and Ana hereby grants to Tannebaum a security interest in such Common Stock to secure full payment of the purchase price. Further, until all of the purchase price for the Common Stock being purchased hereunder is fully paid, Ana hereby grants Tannebaum a proxy to vote all of said Common Stock on any matter calling for a shareholder vote or providing for a shareholder consent. Ana acknowledges that this proxy is coupled with an interest and will survive the death or disability of Ana. Tannebaum represents and warrants to Ana that he has good and marketable title to the Common Stock, free and clear of any liens or encumbrances except securities law restrictions, which restrictions shall apply to the Common Stock. Accordingly, the certificate in Ana's name representing the Common Stock shall carry the following legend on the reverse side: No sale, offer to sell or transfer of the shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of 1933, as amended, with respect to such shares is then in effect or an exemption from the registration requirements of such Act is then in fact applicable to such shares. Further, in the event the Company's contemplated Plan and Agreement of Recapitalization and Merger is to be consummated, Ana agrees prior to the consummation to (1) contribute to the Company's treasury 1,033,892 shares of the Common Stock, retaining only 200,000 of Common Stock, for which she will nevertheless be obligated to pay Tannebaum the full $57,136 ($0.28568 per share) and (2) join into the Voting Agreement (a copy of which is attached) regarding the 200,000 shares of Common Stock and agrees to vote such 200,000 shares of Common Stock in accordance with the vote or consent of the other Chicago Stockholders (as defined in the Voting Agreement), which Voting Agreement with respect to the 200,000 shares of Common Stock shall be effective so long as Ana has a beneficial interest in said 200,000 shares of Common Stock. This Agreement is made as of April 15, 1997. /s/ Jonne Ana Tannebaum ------------------------------------ Jonne Ana Tannebaum /s/ Theodore Tannebaum ------------------------------------ Theodore Tannebaum -2- EX-6 7 JOINT FILING AGREEMENT Exhibit 6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.001 par value per share, of Photogen Technologies, Inc., a Nevada corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Rule 13d-1(f)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Date: February 24, 1998 /s/ Craig Dees, Ph.D. /s/ Walter G. Fisher, Ph.D. ________________________________ ___________________________________ Craig Dees, Ph.D. Walter G. Fisher, Ph.D. /s/ Timothy Scott, Ph.D. /s/ Theodore Tannebaum ________________________________ ___________________________________ Timothy Scott, Ph.D. Theodore Tannebaum /s/ Stuart P. Levine /s/ Thomas B. Rosenberg ________________________________ ___________________________________ Stuart P. Levine Thomas B. Rosenberg /s/ John A. Smolik /s/ Eric A. Wachter, Ph.D. ________________________________ ___________________________________ John A. Smolik Eric A. Wachter, Ph.D. /s/ Robert J. Weinstein, M.D. /s/ Lois Weinstein ________________________________ ___________________________________ Robert J. Weinstein, M.D. Lois Weinstein -----END PRIVACY-ENHANCED MESSAGE-----