-----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, KvdtoAlaU7r0PFS/NKpmoWlvI4ppWDydR5bq5FmbPxnLgI0Je3pTHGqbv8y7nJO4 QVqhpKJkAS109QQEVgL5+w== 0001047469-03-000708.txt : 20030114 0001047469-03-000708.hdr.sgml : 20030114 20030108135459 ACCESSION NUMBER: 0001047469-03-000708 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030108 GROUP MEMBERS: SL INVESTMENT ENTERPRISES, LP GROUP MEMBERS: STUART AND SHERRI LEVINE FAMILY FOUNDATION, INC. GROUP MEMBERS: STUART P. LEVINE(AS CO-MANAGER OF STRO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOTOGEN TECHNOLOGIES INC CENTRAL INDEX KEY: 0000761237 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 364010347 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53647 FILM NUMBER: 03507586 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: LEVINE STUART P CENTRAL INDEX KEY: 0001067262 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 875 N MICHIGAN AVE STREET 2: SUITE 2930 CITY: CHICAGO STATE: IL ZIP: 60611-1901 BUSINESS PHONE: 3123972620 MAIL ADDRESS: STREET 1: 875 N MICHIGAN AVE STREET 2: SUITE 2930 CITY: CHICAGO STATE: IL ZIP: 60611-1901 SC 13D/A 1 a2100364zsc13da.htm SC 13D/A
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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. 5)*

PHOTOGEN TECHNOLOGIES, INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

71932A-30-9
(CUSIP Number)

Stuart P. Levine
875 North Michigan Ave., Suite 2930, Chicago, Illinois 60611 (312/397-2620)
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

November 12, 2002
(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 o.

        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-30-9        

(1)   Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
Stuart P. Levine
(2)   Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ý
                (b)  o
(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)
                o
(6)   Citizenship or Place of Organization
United States
NUMBER OF
SHARES		   (7)   Sole Voting Power
2,189,621		    
BENEFICIALLY  
OWNED BY
EACH REPORTING		   (8)   Shared Voting Power
0		    
PERSON WITH  
        (9)   Sole Dispositive Power
2,189,621		    
       
        (10)   Shared Dispositive Power
0		    
(11)   Aggregate Amount Beneficially Owned by Each Reporting Person
2,189,621
(12)   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
                o
(13)   Percent of Class Represented by Amount in Row (11)
3.2%
(14)   Type of Reporting Person (See Instructions)
IN

2

CUSIP No.    71932A-30-9        

(1)   Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
SL Investment Enterprises, LP
(2)   Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ý
                (b)  o
(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)
                o
(6)   Citizenship or Place of Organization
Georgia
NUMBER OF
SHARES		   (7)   Sole Voting Power
1,000,000		    
BENEFICIALLY  
OWNED BY
EACH REPORTING		   (8)   Shared Voting Power
0		    
PERSON WITH  
        (9)   Sole Dispositive Power
1,000,000		    
       
        (10)   Shared Dispositive Power
0		    
(11)   Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
(12)   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
                o
(13)   Percent of Class Represented by Amount in Row (11)
1.5%
(14)   Type of Reporting Person (See Instructions)
PN

3

CUSIP No.    71932A-30-9        

(1)   Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
Stuart and Sherri Levine
Family Foundation, Inc.
(2)   Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ý
                (b)  o
(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)
                o
(6)   Citizenship or Place of Organization
Illinois
NUMBER OF
SHARES		   (7)   Sole Voting Power
100,000		    
BENEFICIALLY  
OWNED BY
EACH REPORTING		   (8)   Shared Voting Power
0		    
PERSON WITH  
        (9)   Sole Dispositive Power
100,000		    
       
        (10)   Shared Dispositive Power
0		    
(11)   Aggregate Amount Beneficially Owned by Each Reporting Person
100,000
(12)   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
                o
(13)   Percent of Class Represented by Amount in Row (11)
..1%
(14)   Type of Reporting Person (See Instructions)
CO

4

CUSIP No.    71932A-30-9        

(1)   Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
Stuart P. Levine (as co-manager of STRO,
LLC which is the manager of Tannebaum, LLC)
(2)   Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ý
                (b)  o
(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)
                o
(6)   Citizenship or Place of Organization
United States
NUMBER OF
SHARES		   (7)   Sole Voting Power
0A		    
BENEFICIALLY  
OWNED BY
EACH REPORTING		   (8)   Shared Voting Power
13,376,180A		    
PERSON WITH  
        (9)   Sole Dispositive Power
0		    
       
        (10)   Shared Dispositive Power
13,376,180A		    
(11)   Aggregate Amount Beneficially Owned by Each Reporting Person
13,376,180A
(12)   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
                ýA
(13)   Percent of Class Represented by Amount in Row (11)
19.7%
(14)   Type of Reporting Person (See Instructions)
OO
A
Reporting person is co-manager of STRO, LLC which is the sole manager of Tannebaum, LLC and may be deemed to control Tannebaum, LLC. Mr. Levine disclaims beneficial ownership of Tannebaum, LLC's shares for all other purposes.

5


Item 1.    SECURITY AND ISSUER.

        This Schedule 13D relates to common stock ("Common Stock") of Photogen Technologies, Inc., a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 140 Union Square Drive, New Hope, Pennsylvania 18938.


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)
    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

II.

    a)
    SL Investment Enterprises, LP (Stuart Levine, General Partner)
    b)
    c/o Stuart P. Levine, 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
    c)
    Investment partnership, 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
    d)
    No criminal convictions (1)
    e)
    No adverse civil judgments (1)
    f)
    Georgia

III.

    a)
    Stuart and Sherri Levine Family Foundation, Inc. (Stuart Levine, President)
    b)
    c/o Stuart P. Levine, 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
    c)
    Not-for-profit corporation, 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
    d)
    No criminal convictions (1)
    e)
    No adverse civil judgments (1)
    f)
    Illinois

IV.

    a)
    Stuart P. Levine (as co-manager of STRO, LLC which is the sole manager of Tannebaum, LLC)
    b)
    875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
    c)
    Co-Manager, 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

6

(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. Levine acquired 3,239,350 shares of Common Stock on December 9, 1994 from the Issuer in a private placement (adjusted to reflect a subsequent two-for-one reverse stock split). The purchase price was $.0231528 per share, which Mr. Levine paid with his personal funds.

        On May 16, 1997, the Issuer sold 2,975,359 shares of Common Stock to Mr. Levine in a private transaction. The purchase price was $.28568 per share, which Mr. Levine paid with his personal funds. (These purchases were part of a stockholder restructuring in which Mr. Levine transferred 2,714,288 shares to the Issuer's treasury for cancellation.) Since May, 1997, Mr. Levine has transferred shares to SL Investment Enterprises, LP and the Stuart and Sherri Levine Family Foundation, Inc., entities which he controls; and Mr. Levine has also disposed of certain shares to third parties by gift or sale.

        On November 12, 2002, Tannebaum, LLC received shares of Issuer's Common Stock in a private placement. The purchase price for such shares was $0.27 per share.

        The purpose of Amendment No. 2 was to report that Mr. Levine disposed by gift of an aggregate of 7,000 shares of Common Stock to various third parties since his last report on Schedule 13D.

        The purpose of Amendment No. 3 was to report the beneficial interest of Mr. Levine in Tannebaum, LLC.

        The purpose of Amendment No. 4 was to report the call options that were granted by Tannebaum, LLC to STRO, LLC and Tannebaum Ventures LLC.

        The purpose of this Amendment No. 5 is to report the acquisition by Tannebaum, LLC of 9,259,259 shares of Common Stock of the Issuer at $0.27 per share.


Item 4.    PURPOSE OF TRANSACTION.

        All shares of Common Stock of Issuer received by Tannebaum, LLC were acquired for its own account for investment purposes, but the reporting person reserves the right to dispose of the shares in compliance with applicable law.

        On October 16, 2002, Tannebaum, LLC signed a Call Agreement granting call options to STRO, LLC and Tannebaum Ventures LLC to purchase all of Tannebaum, LLC's shares of the Issuer.

        On November 12, 2002, the Issuer split off its photodynamic therapy and laser device business to five founding shareholders in exchange for all of their Common Stock, which represented 52.9% of the Issuer's outstanding shares.

        Simultaneously with the split off transaction, the Issuer sold $9,000,000 of Common Stock to a group of venture capital funds led by Mi3 L.P. of Wellesley, MA and including Tannebaum, LLC and Oxford Bioscience Partners IV L.P. The financing agreements included a voting, drag-along and right of first refusal agreement pursuant to which (among other things) the reporting persons agreed to maintain the Issuer's Board of Directors at seven members and to vote to elect certain persons to the Board.

7

        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.


Item 5.    INTEREST IN SECURITIES OF THE ISSUER.

Name of
Item of Person
   Common Stock
Beneficially
Owned (3)
   % of
Class (1)
   Voting Power
Stuart P. Levine   2,189,621   3.2 % Sole
SL Investment Enterprises, LP   1,000,000   1.5 % Sole
Stuart and Sherri Levine Family Foundation, Inc.   100,000   .1 % Sole
Stuart P. Levine (as co-manager of STRO, LLC)   13,376,180   19.7 % Shared (2)
(1)
All percentages in this table are based, pursuant to Rule 13d-1(e) of the Securities Exchange Act of 1934, on the 67,889,340 pre-split shares of Common Stock of the Issuer outstanding as of November 12, 2002.

(2)
Excludes shares of Common Stock owned by other persons that are subject to the voting agreement described in Item 4, above.

(3)
All share totals in this table are prior to a one for four reverse split of Issuer's Common Stock which was consummated simultaneously with the financing transaction described in Item 4, above.


Item 6.    CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

        The split off transaction, the financing transaction and related voting, drag-along and right of first refusal agreement, and the call agreement with the reporting person are 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.

8


Item 7.    MATERIAL TO BE FILED AS EXHIBITS.

        The following exhibits are filed with this Schedule 13D:

1.
Separation Agreement entered into as of July 29, 2002 by and among the following: Craig Dees, Ph.D. and Dees Family Foundation, Eric A. Wachter, Ph.D. and Eric A. Wachter 1998 Charitable Remainder Unitrust, Timothy D. Scott, Ph.D. and Scott Family Investment Limited Partnership, Walter Fisher, Ph.D., Fisher Family Investment Limited Partnership, and Walt Fisher 1998 Charitable Remainder Unitrust, and John A. Smolik and Smolik Family LLP, Photogen Technologies, Inc., Photogen, Inc., Robert J. Weinstein, M.D., Stuart P. Levine and Tannebaum, LLC (incorporated by reference to Schedule A to the Issuer's DEFM 14A filing dated September 12, 2002).

2.
Common Stock Purchase Agreement dated as of August 2, 2002 entered into by and among Photogen Technologies, Inc., Mi3 L.P., Oxford Bioscience Partners IV L.P., New England Partners Capital, L.P. and Tannebaum, LLC (incorporated by reference to Schedule C to the Issuer's DEFM 14A filing dated September 12, 2002).

3.
Amendment No. 1 to the Common Stock Purchase Agreement dated as of August 2, 2002 entered into by and among Photogen Technologies, Inc., Mi3 L.P., Oxford Bioscience Partners IV L.P., New England Partners Capital, L.P. and Tannebaum, LLC (incorporated by reference to Exhibit A to the Issuer's DEFR 14A filing dated October 18, 2002).

4.
Voting, Drag-Along and Right of First Refusal Agreement by and among Robert J. Weinstein, M.D. (individually and as Director of the Robert and Lois Weinstein Family Foundation, Inc. and as Trustee of the Robert and Lois Weinstein Joint Revocable Trust), Stuart Levine (individually and as Trustee of the Theodore Tannebaum Trust), Tannebaum, LLC, Mi3 L.P., Oxford Bioscience and New England Partners Capital, L.P. (incorporated by reference to Schedule G to the Issuer's DEFM 14A filing dated September 12, 2002).

5.
Call Agreement entered into as of October 16, 2002 by and among Tannebaum, LLC, STRO, LLC and Tannebaum Ventures LLC (incorporated by reference to Exhibit A to the Reporting Persons' Schedule 13D/A filing dated January 7, 2003).

9


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: November 12, 2002


 
 
/s/  STUART LEVINE      
STUART P. LEVINE,
individually and as General Partner and President,
respectively, of SL Investment Enterprises, LP, the
Stuart and Sherri Levine Family Foundation, Inc.
and as co-manager of STRO, LLC

10



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