-----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, GgOskCCR+uGG9hBqoTjTiGRXZ4A0jzCp6F/8bqKkcA8KZnNT38xKyAHYtvm2R+YO treAupZqrXxTpImFH7CT9A== 0000935836-04-000040.txt : 20040213 0000935836-04-000040.hdr.sgml : 20040213 20040213171704 ACCESSION NUMBER: 0000935836-04-000040 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 GROUP MEMBERS: JERALD M. WEINTRAUB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHARMCHEM INC CENTRAL INDEX KEY: 0000876645 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 770187280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42072 FILM NUMBER: 04600478 BUSINESS ADDRESS: STREET 1: 4600 BEACH STREET CITY: HALTOM CITY STATE: TX ZIP: 76137 BUSINESS PHONE: 8176055300 MAIL ADDRESS: STREET 1: 4600 BEACH STREET CITY: HALTOM CITY STATE: TX ZIP: 76137 FORMER COMPANY: FORMER CONFORMED NAME: PHARMCHEM LABORATORIES INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEINTRAUB CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001056571 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET 4TH FL CITY: SAN FRANCISC0 STATE: CA ZIP: 94133 BUSINESS PHONE: 4157058787 SC 13G/A 1 pharmchem13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)

PharmChem, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

717133102

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ X ] Rule 13d-1(b)

[ X ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Weintraub Capital Management, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X

(b)

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 400,000
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 400,000

9. Aggregate Amount Beneficially Owned by Each Reporting Person 400,000

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 6.8%

12. Type of Reporting Person (See Instructions) IA, OO

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Jerald M. Weintraub

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X

(b)

3. SEC Use Only

4. Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 400,000
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 400,000

9. Aggregate Amount Beneficially Owned by Each Reporting Person 400,000

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 6.8%

12. Type of Reporting Person (See Instructions) IN, HC

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Prism Partners II Offshore Fund

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 0
	6. Shared Voting Power 190,740
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 190,740

9. Aggregate Amount Beneficially Owned by Each Reporting Person 190,740

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 3.3%

12. Type of Reporting Person (See Instructions) CO

Item 1.

(a) Name of Issuer

PharmChem, Inc. (the "Issuer")

(b) Address of Issuer's Principal Executive Offices

4600 North Beach Street, Haltom City, TX 76137

Item 2.

(a) The names of the persons filing this statement are:

Weintraub Capital Management, LLC ("Weintraub Capital")

Jerald M. Weintraub

Prism Partners II Offshore Fund ("Prism Partners II")

(collectively, the "Filers").

(b) The principal business office of Weintraub Capital and Mr. Weintraub is located at:

44 Montgomery Street, Suite 4100, San Francisco, CA 94104

The principal business office of Prism Partners II is located at:

c/o Hemisphere Fund Managers Ltd., Third Floor, Harbour Centre,
P.O. Box 30362 SMB, George Town, Grand Cayman, Cayman Islands, BWI

(d) This statement relates to shares of common stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 717133102

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [ X ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (as to Weintraub Capital).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ X ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (as to Mr. Weintraub).

(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) [ X ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J) (as to Weintraub Capital and Mr. Weintraub).

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ X ]. *

* As to Prism Partners II Offshore Fund, as reported on its cover page.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Weintraub Capital is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock are more than five percent of the outstanding Stock.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Weintraub Capital is a registered investment adviser. Mr. Weintraub is the controlling member of Weintraub Capital. Weintraub Capital and Mr. Weintraub constitute a group as defined in Rule 13d-5(b)(1), but are not part of a group with any other person. Prism Partners II is filing this statement jointly with the other Filers, but not as a member of a group and it expressly disclaims membership in a group. In addition, the filing of this Schedule 13G on behalf of Prism Partners II should not be construed as an admission that it is, and Prism Partners II disclaims that it is, the beneficial owner of any shares of the Stock reported on this Schedule 13G.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification of Weintraub Capital and Mr. Weintraub:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Certification of Prism Partners II:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: February 13, 2004

Weintraub Capital Management, LLC

By: /s/ Jerald M. Weintraub

Manager

Prism Partners II Offshore Fund

By: Weintraub Capital Management, LLC

Attorney-in-fact

By: /s/ Jerald M. Weintraub

Manager

/s/Jerald M. Weintraub

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