-----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, N5ja4yKbKXI4py7gBZ3TsRNJqgyFbDtVIPsntVq9LhspzP3XSkBxpeavcvAdnFj/ XeisYkWm+ZSv+wvfvUKW2A== 0001047469-98-032195.txt : 19980820 0001047469-98-032195.hdr.sgml : 19980820 ACCESSION NUMBER: 0001047469-98-032195 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980819 SROS: NONE GROUP MEMBERS: CRAIG DEES, PH.D. GROUP MEMBERS: ERIC A. WACHTER, PH.D. GROUP MEMBERS: FISHER FAMILY INVESTMENT LIMITED PARTNERSHIP GROUP MEMBERS: ROBERT AND LOIS WEINSTEIN FAMILY FOUNDATION INC. GROUP MEMBERS: ROBERT J. WEINSTEIN M.D. GROUP MEMBERS: SCOTT FAMILY INVESTMENT LIMITED PARTNERSHIP GROUP MEMBERS: SMOLIK JOHN A GROUP MEMBERS: TIMOTHY SCOTT, PH.D. GROUP MEMBERS: W.F. INVESTMENT ENTERPRISES, LIMITED PARTNERSHIP GROUP MEMBERS: WALTER G. 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53647 FILM NUMBER: 98694481 BUSINESS ADDRESS: STREET 1: 7327 OAK RIDGE HIGHWAY STREET 2: SUITE B CITY: KNOXVILLE STATE: TN ZIP: 37931 BUSINESS PHONE: 4237694011 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/A 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/A 1 SCEHDULE 13D/A 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. 2)* PHOTOGEN TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 71932A-10-1 (CUSIP Number) John T. 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) JULY 27, 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 shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a proper cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 71932A-10-1 - ------------------------------------------------------------------------------ (1) Names of Reporting Persons. S.S. or I.R.S. Identification John T. 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 4,588,000(A) Owned by Each Reporting Person ---------------------------------------------- With (8) Shared Voting Power 0(A) ---------------------------------------------- (9) Sole Dispositive Power 4,588,000 ---------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,588,000(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) 12.44% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------ (A) Excludes all 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 Amended and Restated 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 4,588,000(A) Owned by Each Reporting Person ---------------------------------------------- With (8) Shared Voting Power 0(A) ---------------------------------------------- (9) Sole Dispositive Power 4,588,000 ---------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,588,000(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) 12.44% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------ (A) Excludes all 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 Amended and Restated 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 4,588,000(A) Owned by Each Reporting Person ---------------------------------------------- With (8) Shared Voting Power 0(A) ---------------------------------------------- (9) Sole Dispositive Power 4,588,000 ---------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,588,000(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) 12.44% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------ (A) Excludes all 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 Amended and Restated 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 2,288,000(A) Owned by Each Reporting Person ----------------------------------------------- With (8) Shared Voting Power 0(A) ----------------------------------------------- (9) Sole Dispositive Power 2,288,000 ----------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 2,288,000(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) 6.20% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------ (A) Excludes all shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership, except that Dr. Fisher does not disclaim beneficial ownership of shares owned by the Fisher Family Investment Limited Partnership. See description of Amended and Restated Voting Agreement in Item 4, below. -5- CUSIP No. 71932A-10-1 - ------------------------------------------------------------------------------ (1) Names of Reporting Persons. Fisher Family Investment S.S. or I.R.S. Identification Limited Partnership 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 Delaware - ------------------------------------------------------------------------------ Number of Shares Beneficially (7) Sole Voting Power 2,300,000(A) Owned by Each Reporting Person ----------------------------------------------- With (8) Shared Voting Power 0(A) ----------------------------------------------- (9) Sole Dispositive Power 2,300,000 ----------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 2,300,000(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) 6.24% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) PN - ------------------------------------------------------------------------------ (A) Excludes all shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership, except that the partnership does not disclaim beneficial ownership of shares owned by Walter G. Fisher, Ph.D. See description of Amended and Restated Voting Agreement in Item 4, below. -6- 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 2,288,000(A) Owned by Each Reporting Person ----------------------------------------------- With (8) Shared Voting Power 0(A) ----------------------------------------------- (9) Sole Dispositive Power 2,288,000 ----------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 2,288,000(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) 6.20% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------ (A) Excludes all shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership, except that Dr. Scott does not disclaim beneficial ownership of shares owned by the Scott Family Investment Limited Partnership. See description of Amended and Restated Voting Agreement in Item 4, below. -7- CUSIP No. 71932A-10-1 - ------------------------------------------------------------------------------ (1) Names of Reporting Persons. Scott Family Investment S.S. or I.R.S. Identification Limited Partnership 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 Delaware - ------------------------------------------------------------------------------ Number of Shares Beneficially (7) Sole Voting Power 2,300,000(A) Owned by Each Reporting Person ----------------------------------------------- With (8) Shared Voting Power 0(A) ----------------------------------------------- (9) Sole Dispositive Power 2,300,000 ----------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 2,300,000(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) 6.24% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) PN - ------------------------------------------------------------------------------ (A) Excludes all shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership, except that the partnership does not disclaim beneficial ownership of the shares owned by Timothy Scott, Ph.D. See description of Amended and Restated Voting Agreement in Item 4, below. -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 1,955,421(A) Owned by Each Reporting Person ---------------------------------------------- With (8) Shared Voting Power 0(A) ---------------------------------------------- (9) Sole Dispositive Power 1,955,421 ---------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 1,955,421(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) 5.30% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------ (A) Excludes all shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership, except that Dr. and Mrs. Weinstein do not disclaim beneficial ownership of the shares owned by W.F. Investments Enterprises Limited Partnership or by the Robert and Lois Weinstein Family Foundation, Inc. See description of Amended and Restated Voting Agreement in Item 4, below. -9- CUSIP No. 71932A-10-1 - ------------------------------------------------------------------------------ (1) Names of Reporting Persons. S.S. or I.R.S. Identification W.F. Investments Enterprises, Nos. of Above Persons Limited Partnership - ------------------------------------------------------------------------------ (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) OO - ------------------------------------------------------------------------------ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------ (6) Citizenship or Place of Organization Georgia - ------------------------------------------------------------------------------ Number of Shares Beneficially (7) Sole Voting Power 1,400,000 (A) Owned by Each Reporting Person ---------------------------------------------- With (8) Shared Voting Power 0(A) ---------------------------------------------- (9) Sole Dispositive Power 1,400,000 ---------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 1,400,000(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) 3.80% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) PN - ------------------------------------------------------------------------------ (A) Excludes all shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership, except that the partnership does not disclaim beneficial ownership of the shares owned by Robert J. Weinstein, M.D. and Lois Weinstein or by the Robert and Lois Weinstein Family Foundation, Inc. See description of Amended and Restated Voting Agreement in Item 4, below. -10- CUSIP No. 71932A-10-1 - ------------------------------------------------------------------------------ (1) Names of Reporting Persons. S.S. or I.R.S. Identification Robert and Lois Weinstein Nos. of Above Persons Family Foundation, Inc. - ------------------------------------------------------------------------------ (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 Illinois - ------------------------------------------------------------------------------ Number of Shares Beneficially (7) Sole Voting Power 100,000(A) Owned by Each Reporting Person ---------------------------------------------- With (8) Shared Voting Power 0(A) ---------------------------------------------- (9) Sole Dispositive Power 100,000 ---------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 100,000(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) .27% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) CO - ------------------------------------------------------------------------------ (A) Excludes all shares owned beneficially by the other reporting persons indicated in this Schedule 13D, as to which this reporting person disclaims beneficial ownership, except that the foundation does not disclaim beneficial ownership of shares owned by Robert J. Weinstein, M.D. and Lois Weinstein or by W.F. Investments Enterprises Limited Partnership. See description of Voting Agreement in Item 4, below. -11- 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 T. 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) No adverse civil judgments for violations of securities laws (1) f) United States -12- III. a) Craig Dees, 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 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) Fisher Family Investment Limited Partnership b) c/o Walter Fisher, Ph.D., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 c) Investment partnership d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) Delaware VI. 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 VII. a) Scott Family Investment Limited Partnership b) c/o Timothy Scott, Ph.D., 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931 c) Investment partnership d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) Delaware -13- 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) W.F. Investments Enterprises, Limited Partnership b) c/o Robert J. Weinstein, M.D., 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611 c) Investment partnership d) No criminal convictions (1) e) No adverse civil judgments for violations of securities laws (1) f) Georgia X. a) Robert and Lois Weinstein Family Foundation, Inc. b) c/o Robert J. Weinstein, M.D., 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611 c) Not-for-profit corporation formed for investment purposes 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. 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 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. Dr. Weinstein and his wife 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 his wife paid with their personal funds. -14- On May 16, 1997, the Issuer sold 2,975,359 shares of Common Stock to Dr. and Mrs. Weinstein in a private transaction. The purchase price was $.28568 per share, which Dr. Weinstein and his wife paid with their personal funds. (These purchases were part of a stockholder restructuring in which Dr. Weinstein and his wife transferred 2,714,288 shares to the Issuer's treasury for cancellation.) Subsequently, Robert J. Weinstein, M.D. and Lois Weinstein conveyed 1,400,000 shares of common stock to the W.F. Investments Enterprises Limited Partnership, a family partnership, and a 100,000 shares of Common Stock to the Robert and Lois Weinstein Family Foundation, Inc., a not-for-profit corporation, both of which are jointly controlled by Dr. and Mrs. Weinstein. Dr. and Mrs. Weinstein retain beneficial ownership of all 100,000 shares of stock held by the family foundation and all 1,400,000 shares held by the limited partnership. On or about June 30, 1998, both Walter Fisher, Ph.D. and Timothy Scott, Ph.D., conveyed 2,300,000 shares each of Photogen Technologies, Inc. common stock to the Fisher Family Investment Limited Partnership and the Scott Family Investment Limited Partnership, respectively. Dr. Fisher and Dr. Scott each retain beneficial ownership of the shares held by their respective family partnerships. Item 4. PURPOSE OF TRANSACTION. The reporting persons filed their original Schedule 13D 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. The shares of Common Stock beneficially owned by the reporting persons are subject to an Amended and Restated Voting Agreement and, accordingly, the parties to the Amended and Restated Voting Agreement may be deemed to share voting power with respect to their shares. The reporting persons originally entered into a Voting Agreement dated May 16, 1997 (the "Original Agreement"), which was amended and replaced by the Amended and Restated Voting Agreement dated June 17, 1998 (the "Amended Agreement"). The Original Agreement was amended to reflect the increase in size of the Board of Directors from five to six and to remove Theodore Tannebaum, Stuart P. Levine and Thomas B. Rosenberg as parties. The Amended and Restated Voting Agreement was entered into among Eric Wachter, Ph.D., Craig Dees, Ph.D., Walter Fisher, Ph.D., Tim Scott, Ph.D. and John Smolik (the "Tennessee Stockholders") and Robert Weinstein, M.D. (the "Chicago Stockholder"). The Amended Agreement generally provides that the Tennessee Stockholders and Chicago Stockholder 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, -15- (ii) to fix the number of directors at six, (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 Stockholder (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 Stockholder. The original Voting Agreement was amended effective as of June 17, 1998 and arrangements to finalize the amendment and other matters related to the amendment were completed on July 27, 1998. The Amended 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: 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. -16- Item 5. INTEREST IN SECURITIES OF THE ISSUER.
- -------------------------------------------------------------------------------- Common Stock Name of Beneficially % of Voting Power Item of Person Owned Class (1) - -------------------------------------------------------------------------------- John T. Smolik 4,588,000(2) 12.44% Sole (3) - -------------------------------------------------------------------------------- Eric A. Wachter, Ph.D. 4,588,000(2) 12.44% Sole (3) - -------------------------------------------------------------------------------- Craig Dees, Ph.D. 4,588,000(2) 12.44% Sole (3) - -------------------------------------------------------------------------------- Walter G. Fisher, 2,288,000(2) 6.20% Sole (3) Ph.D. - -------------------------------------------------------------------------------- Fisher Family 2,300,000(2) 6.24% Sole (3) Investment Partnership - -------------------------------------------------------------------------------- Timothy Scott, Ph.D. 2,288,000(2) 6.20% Sole (3) - -------------------------------------------------------------------------------- Scott Family 2,300,000(2) 6.24% Sole (3) Investment Partnership - -------------------------------------------------------------------------------- Robert J. Weinstein, 1,955,421(2) 5.30% Sole (3) M.D. and Lois Weinstein (joint tenants) - -------------------------------------------------------------------------------- Robert and Lois 100,000(2) .27% Sole (3) Weinstein Family Foundation, Inc. - -------------------------------------------------------------------------------- W.F. Investments 1,400,000(2) 3.80% Sole (3) Enterprises, Limited Partnership - --------------------------------------------------------------------------------
(1) All percentages in this table are based, pursuant to Rule 13d-1(e) of the Securities Exchange Act of 1934, on the 36,875,001 shares of Common Stock of the Issuer outstanding as of May 11, 1998. (2) Excludes shares of Common Stock owned by other reporting persons that are subject to the Amended and Restated Voting Agreement described in Item 4, above. (3) Common Stock owned by this reporting person is subject to the Amended and Restated Agreement described in Item 4, above, which requires such person to vote such shares as specified therein. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. -17- The Amended and Restated Voting Agreement among the reporting persons is described in Item 4, above. 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. Item 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are filed with this Schedule 13D: 1. Joint Filing Agreement by and among Craig Dees, Ph.D., Walter Fisher, Ph.D., Timothy Scott, Ph.D., John Smolik, Eric A. Wachter, Ph.D. and Robert Weinstein, M.D. and Lois Weinstein dated July 27, 1998. 2. Amended and Restated Voting Agreement by and among Eric Wachter, Ph.D., Craig Dees, Ph.D., Walter Fisher, Ph.D., Tim Scott, Ph.D., John Smolik, and Robert Weinstein, M.D., dated June 17, 1998. -18- 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: August 5, 1998 /s/ John T. Smolik ------------------------------------ JOHN T. SMOLIK /s/ Eric A. Wachter ------------------------------------ ERIC A. WACHTER, Ph.D. /s/ Craig Dees ------------------------------------ CRAIG DEES, Ph.D. /s/ Walter G. Fisher ------------------------------------ WALTER G. FISHER, Ph.D. FISHER FAMILY INVESTMENT LIMITED PARTNERSHIP /s/ Walter Fisher ------------------------------------ By: Walter Fisher, Ph.D. Its: General Partner /s/ Timothy Scott ------------------------------------ TIMOTHY SCOTT, Ph.D. SCOTT FAMILY INVESTMENT LIMITED PARTNERSHIP /s/ Timothy Scott ------------------------------------ By: Timothy Scott, Ph.D. Its: General Partner -19- /s/ Robert J. Weinstein ------------------------------------ ROBERT J. WEINSTEIN, M.D. W.F. INVESTMENTS ENTERPRISES, LIMITED PARTNERSHIP /s/ Robert J. Weinstein ------------------------------------- By: Robert J. Weinstein, M.D. Its: General Partner ROBERT AND LOIS WEINSTEIN FAMILY FOUNDATION, INC. /s/ Robert J. Weinstein -------------------------------------- By: Robert J. Weinstein, M.D. Its: Secretary, Treasurer and Director -20- Eric A. Wachter, Ph.D., Craig Dees, Ph.D., Walter G. Fisher, Ph.D., Fisher Family Investment Limited Partnership, Timothy Scott, Ph.D. and Scott Family Investment Limited Partnership, each hereby constitutes and appoints John T. Smolik his or its attorney-in-fact, with the power of substitution, and Lois Weinstein, W.F. Investments Enterprises Limited Partnership, Robert and Lois Weinstein Family Foundation, Inc., hereby constitute and appoint Robert J. Weinstein, M.D. its, his or her attorney-in-fact, with the power of substitution, and for each of them in any and all capacities, to sign any and all amendments to this Schedule 13D and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Dated: August 5, 1998 /s/ John T. Smolik ------------------------------------ JOHN T. SMOLIK /s/ Eric A. Wachter ------------------------------------ ERIC A. WACHTER, Ph.D. /s/ Craig Dees ------------------------------------ CRAIG DEES, Ph.D. /s/ Walter G. Fisher ------------------------------------ WALTER G. FISHER, Ph.D. FISHER FAMILY INVESTMENT LIMITED PARTNERSHIP /s/ Walter Fisher ------------------------------------ By: Walter Fisher, Ph.D. Its: General Partner /s/ Timothy Scott ------------------------------------ TIMOTHY SCOTT, Ph.D. -21- SCOTT FAMILY INVESTMENT LIMITED PARTNERSHIP /s/ Timothy Scott ------------------------------------ By: Timothy Scott, Ph.D. Its: General Partner /s/ Robert J. Weinstein ------------------------------------ ROBERT J. WEINSTEIN, M.D. W.F. INVESTMENTS ENTERPRISES, LIMITED PARTNERSHIP /s/ Robert J. Weinstein ------------------------------------ By: Robert J. Weinstein, M.D. Its: General Partner ROBERT AND LOIS WEINSTEIN FAMILY FOUNDATION, INC. /s/ Robert J. Weinstein -------------------------------------- By: Robert J. Weinstein, M.D. Its: Secretary, Treasurer and Director -22- EX-1 2 EXHIBIT 1 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13-d-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. Dated effective as of July 27, 1998. /s/ John T. Smolik ------------------------------------ JOHN T. SMOLIK /s/ Eric A. Wachter ------------------------------------ ERIC A. WACHTER, Ph.D. /s/ Craig Dees ------------------------------------ CRAIG DEES, Ph.D. /s/ Walter G. Fisher ------------------------------------ WALTER G. FISHER, Ph.D. FISHER FAMILY INVESTMENT LIMITED PARTNERSHIP /s/ Walter Fisher ------------------------------------ By: Walter Fisher, Ph.D. Its: General Partner /s/ Timothy Scott ------------------------------------ TIMOTHY SCOTT, Ph.D. SCOTT FAMILY INVESTMENT LIMITED PARTNERSHIP /s/ Timothy Scott ------------------------------------ By: Timothy Scott, Ph.D. Its: General Partner /s/ Robert J. Weinstein ------------------------------------ ROBERT J. WEINSTEIN, M.D. W.F. INVESTMENTS ENTERPRISES, LIMITED PARTNERSHIP /s/ Robert J. Weinstein ------------------------------------ By: Robert J. Weinstein, M.D. Its: General Partner ROBERT AND LOIS WEINSTEIN FAMILY FOUNDATION /s/ Robert J. Weinstein ----------------------------------- By: Robert J. Weinstein, M.D. Its: Secretary, Treasurer and Director EX-2 3 EXHIBIT 2 AMENDED AND RESTATED VOTING AGREEMENT EXHIBIT 2 AMENDED AND RESTATED VOTING AGREEMENT This Amended and Restated Voting Agreement ("Agreement") is entered into as of the 17th day of June, 1998, by and among Eric A. Wachter, Ph.D. ("Wachter"), Craig Dees, Ph.D. ("Dees"), Walter G. Fisher, Ph.D. ("Fisher"), Tim Scott, Ph.D. (individually and as General Partner of Scott Family Investment Limited Partnership, a Delaware limited partnership, "Scott"), John Smolik ("Smolik"), and Robert J. Weinstein, M.D. (individually, and as a General Partner of W.F. Investments Enterprises, Limited Partnership, a Georgia Limited partnership, "Weinstein") (individually, each 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;" Weinstein is sometimes referred to herein as the "Chicago Stockholder;" and the Chicago Stockholder 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 75% of the issued and outstanding shares of common stock, $.001 par value per share (the "Common Stock"), of Photogen Technologies, Inc., a Nevada corporation (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." The Stockholders and Theodore Tannebaum ("Tannebaum"), Stuart P. Levine ("Levine") and Thomas B. Rosenberg ("Rosenberg") were parties to that certain Voting Agreement dated May 16, 1997 (the "Original Agreement"). The parties desire to amend the Original Agreement to reflect an increase in the number of directors of the Company, to release the Shares of Tannebaum, Levine and Rosenberg from the provisions of this Agreement, and to restate the Original Agreement as set forth herein. 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 definition and 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: (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 six (6); (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 holder(s) of 80% of the aggregate Shares Beneficially Owned by the Chicago Stockholder; (iv) To remove from the Board of Directors of the Company any director nominated by the Tennessee or Chicago Stockholder, as applicable pursuant to paragraph 1(b)(iii) at the request of the Stockholder(s) 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 Stockholder. (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 -2- 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 six (6); (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 Stockholder; (vi) To remove from the Board of Directors of the Subsidiary any director nominated by the Tennessee or Chicago Stockholder, 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 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 Stockholder. (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 -3- 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 May 16, 1997, as amended from time to time. 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. (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 -4- 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. -5- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. /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/ Tim Scott, Ph.D. _________________________________________ Tim Scott, Ph.D., individually and as General Partner of the Scott Family Investment Limited Partnership, a Delaware limited partnership /s/ John Smolik _________________________________________ John Smolik /s/ Robert J. Weinstein, M.D. _________________________________________ Robert J. Weinstein, M.D., individually and as a General Partner of W.F. Investments Enterprises, Limited Partnership Joined into by for purposes of Sections 1(c) and 1(d) herein. Photogen Technologies, Inc. By: /s/ John Smolik _____________________________________ Its: President _____________________________________ -6- -----END PRIVACY-ENHANCED MESSAGE-----