-----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, ADtZaPx+oO/JghJdvTyeUv1mG2NKSIlnH2U8HqEY1X+ML2lQLXWL4w+xon8EtHFg A/6z41tbAvZYI/NlZUfbMA== 0001128700-01-500003.txt : 20010123 0001128700-01-500003.hdr.sgml : 20010123 ACCESSION NUMBER: 0001128700-01-500003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TUTOGEN MEDICAL INC CENTRAL INDEX KEY: 0000816949 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 593100165 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41686 FILM NUMBER: 1506733 BUSINESS ADDRESS: STREET 1: 1719 ROUTE 10 STE 314 STREET 2: STE 130 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-359-84 MAIL ADDRESS: STREET 1: 10500 UNIVERSITY CTR DR STREET 2: STE 130 CITY: TAMPA STATE: FL ZIP: 33612 FORMER COMPANY: FORMER CONFORMED NAME: BIODYNAMICS INTERNATIONAL INC DATE OF NAME CHANGE: 19930611 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BIODYNAMICS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL PARTNERS II LTD LIQUIDATING TRUST CENTRAL INDEX KEY: 0001128700 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 756590369 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5646 MILTON ST STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2143789340 MAIL ADDRESS: STREET 1: 5646 MILTON ST STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75206 SC 13D/A 1 txt001.txt SCHEDULE 13D/A Securities and Exchange Commission, Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) TUTOGEN MEDICAL, INC. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------------------------ (Title of Class of Securities) 901 107 10 2 - ------------------------------------------------------------------------------ (CUSIP Number) Thomas W. Pauken, Liquidating Trustee Capital Partners II, Ltd. Liquidating Trust (successor to Renaissance Capital Partners II, Ltd.) 5646 Milton Street, Suite 900 Dallas, Texas 75206 (214) 378-9340 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 20, 2000 - ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sec. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Sec. 240.13d-7(b) for other parties to whom copies are to be sent. [PAGE] CUSIP No. 901 107 10 2 - ------------------------------------------------------------------------------ (1) Names of reporting persons I.R.S. Identification Nos. of above persons (entities only) Capital Partners II, Ltd. Liquidating Trust 75-6590369 - ------------------------------------------------------------------------------ (2) Check the appropriate box if a member of a group [ ] - ------------------------------------------------------------------------------ (3) SEC use only - ------------------------------------------------------------------------------ (4) Source of funds WC, OO - ------------------------------------------------------------------------------ (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ (6) Citizenship or place of organization Texas - ------------------------------------------------------------------------------ (7) Number of shares beneficially owned by each reporting person with: Sole voting power 7,905,908 - ------------------------------------------------------------------------------ (8) Shared voting power 0 - ------------------------------------------------------------------------------ (9) Sole dispositive power 7,905,908 - ------------------------------------------------------------------------------ (10) Shared dispositive power 0 - ------------------------------------------------------------------------------ (11) Aggregate amount beneficially owned by each reporting person 7,905,908 - ------------------------------------------------------------------------------ (12) Check if the aggregate amount in Row (11) excludes certain shares [ ] - ------------------------------------------------------------------------------ (13) Percent of class represented by amount in Row (11) 53.24 % - ------------------------------------------------------------------------------ (14) Type of reporting person OO - ------------------------------------------------------------------------------ [PAGE] Item 1. Security and Issuer The Schedule 13D filed by Renaissance Capital Partners II, Ltd. on February 10, 1999 with respect to securities of Tutogen Medical, Inc., as amended by Amendment No. 1, is hereby further amended as set forth in this Amendment No. 2. Except as amended herein, the disclosure contained in the original Schedule 13D, as amended, remains in effect. Capitalized terms used but not defined herein shall have the meanings ascribed in the original Schedule 13D. Item 2. Identity and Background Item 2 is amended by adding the following paragraph at the end of such item: Substantially all of the securities subject to this Schedule 13D were transferred by Renaissance Capital Partners II, Ltd. to Capital Partners, II Ltd. Liquidating Trust (the "Trust"), a trust formed solely for the purpose of providing for the orderly liquidation of the Partnership's assets, on November 17, 2000. Accordingly, the term "Filing Party" now refers to the Trust. Thomas W. Pauken, Liquidation Trustee of the Partnership, is the Liquidation Trustee of the Trust, and the business address of the Trust is the same as that previously reported by the Partnership. Item 3. Source and Amount of Funds or Other Consideration The funds used to exercise the options referred to in Item 5 were working capital of the Filing Party; the funds used to exercise the common stock purchase warrants referred to in Item 5 were borrowed from Sulzer Medica USA Holding Co. Pursuant to a Loan Agreement and related Pledge Agreement dated as of December 20, 2000, the Filing Party borrowed $950,000, secured by a pledge of 700,000 Shares of common stock of the Company. Item 5. Interest in Securities of Issuer (a) As of January 9, 2000, after the three transactions described in Item 5(c), the Filing Party is the beneficial owner of 7,905,908 Shares, representing approximately 53.24% of the outstanding shares of the Company (including for this purpose Shares issuable upon exercise of presently exercisable options to purchase 1,000 Shares). (b) The Filing Party has the sole power to vote and to dispose of the Shares which are the subject of this statement. (c) The Filing Party has not engaged in any transactions involving securities of the Company within the past sixty days, except the following transactions, each of which was directly with the Company: (1) On December 19, 2000, the Filing Party exercised options to purchase 2,500 Shares at an exercise price of $2.22 per Share. (2) On December 20, 2000, the Filing Party exercised common stock purchase warrants to purchase 300,000 Shares, at an exercise price of $1.50 per share. (3) On December 20, 2000, the Filing Party exercise common stock purchase warrants to purchase 400,000 Shares, at an exercise price of $1.25 per Share. Item 7. Material to be Filed as Exhibits. Exhibit 99.1 Loan Agreement dated as of December 20, 2000, between Sulzer Medica USA Holding Co. and Capital Partners II, Ltd. Liquidating Trust (incorporated by reference to Exhibit 99.3 to the Schedule 13D/A (Amendment No. 2) filed by Sulzer Medica USA, Inc. on January 5, 2001). Exhibit 99.2 Pledge Agreement dated December 20, 2000, between Sulzer Medica USA Holding Co. and Capital Partners II, Ltd. Liquidating Trust (incorporated by reference to Exhibit 99.4 to the Schedule 13D/A (Amendment No. 2) filed by Sulzer Medica USA, Inc. on January 5, 2001). 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. Date: January 10, 2001 CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST By: _____/s/__________ Name: Thomas W. Pauken Title: Liquidating Trustee -----END PRIVACY-ENHANCED MESSAGE-----