(1) | Names of Reporting Persons. | ||
S.S. or I.R.S. Identification | Tannebaum, LLC | ||
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) | OO | |
(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 2,344,957(A) | |
Owned by Each Reporting Person | |||
With | (8) | Shared Voting Power 0 | |
(9) | Sole Dispositive Power 2,344,957(A) | ||
(10) | Shared Dispositive Power 0 | ||
(11) |
Aggregate
Amount Beneficially Owned |
||
By Each Reporting Person | 2,344,957(A) | ||
(12) | Check if the Aggregate Amount in Row (11) | ||
Excludes Certain Shares (See Instructions) | |||
(13) | Percent
of Class Represented by Amount in Row
(11) |
2.9% | |
(14) | Type of Reporting Person (See Instructions) | OO | |
Item 1. | SECURITY AND ISSUER. |
Item 2. | IDENTITY AND BACKGROUND. |
a) | Tannebaum, LLC |
b) |
875
North Michigan Avenue, Suite 2930, Chicago, IL 60611
|
c) | not applicable |
d) | No criminal convictions (1) |
e) | No adverse civil judgments for violations of securities laws (1) |
f) | not applicable |
Item
3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item
4. |
PURPOSE OF TRANSACTION. |
1. |
The
acquisition of additional securities of the Issuer, or the disposition of
securities of the Issuer; |
2. |
An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries; |
3. |
A
sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; |
4. |
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; |
5. |
Any
material change in the present capitalization or dividend policy of the
Issuer; |
6. |
Any
other material change in the Issuer's business or corporate
structure; |
7. |
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; |
8. |
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; |
9. |
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 |
10. |
Any
action similar to any of those enumerated
above. |
Item
5. |
INTEREST IN SECURITIES OF THE ISSUER. |
Name
of Item or Person |
Common
Stock Beneficially Owned (4) |
%
of Class (1) |
Voting
Power |
Tannebaum,
LLC |
2,344,957
(2) |
2.9% |
Sole
(3) |
Item
6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item
7. |
MATERIAL TO BE FILED AS EXHIBITS. |
1. |
Voting
Agreement dated as of November 12, 2002 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
MRNA Fund II, L.P. (collectively, the “Stockholders”) (incorporated by
reference to Schedule G to the Issuer’s DEFM 14A filing dated September
12, 2002). |
2. |
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 person’s Schedule 13D/A filing dated January 7,
2003). |
3. |
The
Voting, Drag-Along and Right of First Refusal Agreement Termination
Approval by and among the Stockholders executed by the final signatory on
February 16, 2005 with the termination effective as of February 1,
2005. |
Dated: March 8, 2005 | ||
Tannebaum, LLC | ||
|
|
|
By: | Tannebaum Ventures, LLC as sole manager of reporting person | |
By: |
/s/ Louis D. Williams | |
Louis D. Williams, as President | ||
(1) |
On
November 12, 2002, the “Venture
Stockholders”
(i.e.,
Oxford BioScience Partners IV L.P. (“Oxford”),
Mi3 L.P. (“Mi3”)
and MRNA Fund II L.P. (“MRNA”))
and the “Chicago
Stockholders”
(i.e.,
Robert J. Weinstein, M.D. (individually and as Director of the Robert and
Lois Weinstein Family Foundation, Inc., the Trustee of the Robert and Lois
Weinstein Joint Revocable Trust (“Weinstein”),
Stuart Levine (individually and as Trustee of the Theodore Tannebaum Trust
(“Levine”),
and the Tannebaum, LLC (“TLLC”))
of IMCOR Pharmaceutical Co. (f/k/a “Photogen Technologies, Inc., the
“Company”) entered into a Voting, Drag-Along and Right of First Refusal
Agreement (the “Voting
Agreement”). |
(2) |
Section
5.10 of the Voting Agreement provides that it may be modified or amended
in any respect upon the written approval of the holders of 90% of the
shares held by the parties thereto, and as so modified or amended, the
Voting Agreement shall continue to bind all Stockholders whether they
consented to such modification or amendment. |
(3) |
As
of November 26, 2004, the Venture and Chicago Stockholders to the Voting
Agreement beneficially owned the following shares of the
Company: |
Oxford* |
46,484,770 |
|||
MI3 |
2,904,098 |
|||
Weinstein |
1,314,663 |
|||
Levine |
1,277,386 |
|||
TLLC |
2,344,957 |
|||
Total |
54,325,874 |
|||
*Includes
MRNA
|
(4) |
The
parties to the Voting Agreement (or the beneficial holders of at least 90%
of the stockholders who are parties to the Voting Agreement) no longer
desire to maintain or continue the Voting Agreement and therefore upon
their written approval set for the below, elect to terminate the Voting
Agreement. |
/s/
Robert J.
Weinstein
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 | ||
/s/
Stuart
Levine
Stuart
Levine,
individually and as General Partner of
SL Investment Enterprises, L.P. and as President of the Stuart and Sherri Levine Family Foundation, Inc. | ||
Tannebaum, LLC | ||
By: Tannebaum Ventures, LLC, Its Sole Manager | ||
By: /s/ Louis Williams | ||
Louis D. Williams, Its Sole Manager | ||
Mi3 L.P. | ||
By: Mi3 Services L.L.C., Its General Partner | ||
By: /s/ William McPhee | ||
William D. McPhee, President |
Oxford Bioscience Partners IV L.P. | ||
By: OBP Management IV L.P. | ||
By: /s/ Jonathan Fleming | ||
Jonathan J. Fleming, General Partner |