-----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, Q1HlBcSR6pEsh1Hz8NagqcW7Ib5B4zNM2r+s+uu4+7ZMR0Zm7PigYujCOYzOEB9m u7nQDVqEwVRbGHFg/uds6g== 0000896058-96-000067.txt : 19960506 0000896058-96-000067.hdr.sgml : 19960506 ACCESSION NUMBER: 0000896058-96-000067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960503 SROS: NASD GROUP MEMBERS: SOUNDVIEW ASSET MANAGEMENT, INC. GROUP MEMBERS: SPINNAKER TECHNOLOGY FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTIME INC CENTRAL INDEX KEY: 0000876343 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943127919 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42290 FILM NUMBER: 96556063 BUSINESS ADDRESS: STREET 1: 935 PARDEE ST CITY: BERKELEY STATE: CA ZIP: 94710 BUSINESS PHONE: 5108459535 MAIL ADDRESS: STREET 1: 935 PARDEE STREET CITY: BERKELEY STATE: CA ZIP: 94710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPINNAKER TECHNOLOGY FUND LP CENTRAL INDEX KEY: 0000935467 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22 GATEHOUSE RD STREET 2: C/O SOUNDVIEW ASSET MANAGEMENT LP CITY: STAMFORD STATE: CT ZIP: 06092 BUSINESS PHONE: 2034627250 MAIL ADDRESS: STREET 1: C/O SOUNDVIEW ASSET MANAGEMENT INC STREET 2: 22 GATEHOUSE RD CITY: STAMFORD STATE: CT ZIP: 06092 SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) BIOTIME, INC. ------------- (Name of Issuer) Common Stock, No Par Value -------------------------- (Title of Class of Securities) 09066L105 ------------------------------------- (CUSIP Number of Class of Securities) Lawrence A. Bowman Spinnaker Technology Fund, L.P. c/o SoundView Asset Management 22 Gatehouse Road Stamford, Connecticut 06092 (203) 462-7250 --------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) With a copy to: David P. Falck, Esq. Winthrop, Stimson, Putnam & Roberts One Battery Park Plaza New York, New York 10004-1490 (212) 858-1000 April 24, 1996 ----------------------------- (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 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: [ ] Check the following box if a fee is being paid with this Statement: [ ] Page 1 of 9 Pages SCHEDULE 13D - ----------------------------- CUSIP NO. 09066L105 - ----------------------------- ================================================================================ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Spinnaker Technology Fund, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 192,300 ----------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ----------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 192,300 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,300 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN ================================================================================ Page 2 of 9 Pages SCHEDULE 13D - ----------------------------- CUSIP NO. 09066L105 - ----------------------------- ================================================================================ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SoundView Asset Management, Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 192,300 ----------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ----------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 192,300 ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,300 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ================================================================================ Page 3 of 9 Pages Item 1. Security and Issuer. ------------------- The class of equity securities to which this Statement relates is the common stock, no par value (the "Common Stock"), of BioTime, Inc., a California corporation (the "Company"), which has its principal executive offices at 935 Pardee Street, Berkeley, California 94710. Item 2. Identity and Background. ----------------------- This Statement is being filed in connection with the Common Stock beneficially held by Spinnaker Technology Fund, L.P., a Delaware limited partnership ("Spinnaker"). Spinnaker conducts its principal business and maintains its principal office at 22 Gatehouse Road, Stamford, Connecticut 06902. The sole general partner of Spinnaker is SoundView Asset Management, Inc., a Delaware corporation ("SoundView"), which conducts its principal business and maintains its principal office at 22 Gatehouse Road, Stamford, Connecticut 06902. All business of Spinnaker is conducted under the complete and exclusive control of SoundView. (Spinnaker and SoundView are sometimes hereinafter referred to as the "Filers"). Spinnaker was formed in 1994 for the principal business of providing an investment vehicle for institutional and other sophisticated investors to acquire equity interests in companies with significant potential for long-term growth in value in the technology industry. SoundView was formed in 1994 for the principal business of serving as the general partner and manager of various investment funds and portfolios. The name, business address, present principal occupation or employment of each executive officer and director of SoundView is set forth in Schedule I hereto, which is incorporated herein by reference. Each of the individuals listed in Schedule I hereto are U.S. citizens. During the past five years, none of the Filers nor any of the executive officers or directors of the Filers (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is 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. Page 4 of 9 Pages Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The funds used by Spinnaker in making the purchases of additional shares of Common Stock, as set forth in Item 5, in the amount of $562,115.50 were obtained from the capital contributions made by its partners. Item 4. Purpose of Transaction. ---------------------- The Filers have acquired the Common Stock for investment purposes. None of the Filers has any intention of acquiring control over the Company; however, if Spinnaker or SoundView believe that further investment in the Company is attractive, whether because of the market price of the Common Stock or otherwise, they may acquire additional shares of Common Stock. Similarly, depending upon market and other factors, the Filers may determine to dispose of the Common Stock. Except as disclosed above, the Filers do not have any plans or proposals of the type set forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) and (b) The number of shares of Common Stock issued and outstanding and the percentage calculations resulting therefrom in this Item 5 are based on information contained in the Company's most recently available filing with the Securities and Exchange Commission. According to the Company, as of February 9, 1996, there were 2,591,014 shares of Common Stock issued and outstanding. Spinnaker beneficially owns 192,300 shares of Common Stock, representing approximately 7.4% of the Common Stock issued and outstanding. Spinnaker has sole voting and dispositive power with respect to all Common Stock owned by it, which power is exercised by its general partner, SoundView. SoundView may be deemed to beneficially own all the shares of Common Stock owned by Spinnaker by virtue of its status as sole general partner of Spinnaker. Such deemed beneficial ownership would total 192,300 shares, representing approximately 7.4% of the Common Stock issued and outstanding. SoundView may be deemed in its capacity as general partner of Spinnaker to share the voting power and the power to direct the disposition of the shares of Common Stock owned by Spinnaker. SoundView disclaims beneficial ownership of such shares. Page 5 of 9 Pages (c) Beginning on April 18, 1996 Spinnaker purchased shares of the Company's Common Stock in open market transactions on the NASDAQ Small Capitalization Market System, as follows: Purchase Date No. of Shares Purchase Price (1996) Purchased per Share - ------------- ------------- -------------- April 18 7,000 $13.714 April 18 2,500 14.25 April 24 25,000 17.2197 (d) To the best knowledge of the Filers, no person other than the Filers has the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of shares of Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ----------------------------------------------- Not applicable. Item 7. Material to be Filed as Exhibits. -------------------------------- Not applicable. Page 6 of 9 Pages 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: May 3, 1996 SPINNAKER TECHNOLOGY FUND, L.P. By: SoundView Asset Management, Inc., Its General Partner By: /s/ Lawrence A. Bowman Lawrence A. Bowman President Page 7 of 9 Pages 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: May 3, 1996 SOUNDVIEW ASSET MANAGEMENT, INC. By: /s/ Lawrence A. Bowman Lawrence A. Bowman President Page 8 of 9 Pages SCHEDULE I INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS OF SOUNDVIEW ASSET MANAGEMENT, INC. DIRECTORS AND EXECUTIVE OFFICERS: The following table sets forth the name, business address and present principal occupation or employment of each of the current directors and executive officers of SoundView Asset Management, Inc. All business of Spinnaker Technology Fund, L.P. is conducted under the complete and exclusive control of SoundView Asset Management, Inc., its General Partner. PRESENT PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ---- ---------------------------- Lawrence A. Bowman President and Director of SoundView Asset Management, Inc. SoundView Asset Management, 22 Gatehouse Road Inc. Stamford, Connecticut 06092 Kerry Tyler Secretary and Treasurer of SoundView Asset Management, Inc. SoundView Asset Management, 22 Gatehouse Road Inc. Stamford, Connecticut 06092 James B. Townsend President of SoundView SoundView Financial Group, Inc. Financial Group, Inc. 22 Gatehouse Road Stamford, Connecticut 06092 Russell D. Crabs Managing Director of SoundView Financial Group, Inc. SoundView Financial Group, 22 Gatehouse Road Inc. Stamford, Connecticut 06092 Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----