-----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, JO3MbR4cBBXHlgv6jDNXIJmjlKR9FJIcBT/wvGwfDLBwXFPL4/QVBSaNJkYGAsjS sAUOVBGgfdiOziBKnctH2g== 0000905718-01-000142.txt : 20010421 0000905718-01-000142.hdr.sgml : 20010421 ACCESSION NUMBER: 0000905718-01-000142 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPHERE MEDICAL INC CENTRAL INDEX KEY: 0000919015 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043216867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48675 FILM NUMBER: 1606494 BUSINESS ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 BUSINESS PHONE: 7816817900 MAIL ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 FORMER COMPANY: FORMER CONFORMED NAME: BIOSEPRA INC DATE OF NAME CHANGE: 19940215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128912120 MAIL ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 0001.txt SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 BIOSPHERE MEDICAL, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 09066VB103 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Stephen Feinberg Robert G. Minion, Esq. 450 Park Avenue Lowenstein Sandler PC 28th Floor 65 Livingston Avenue New York, New York 10022 Roseland, New Jersey 07068 (212) 421-2600 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) April 5, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 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 Section 240.13d-7(b) 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 prior 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. 09066VB103 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only): Stephen Feinberg - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: * -------------------------------------- Shares Beneficially 8) Shared Voting Power: * -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: * -------------------------------------- Person With: 10) Shared Dispositive Power: * -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 539,135* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 5.1%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * Cerberus Partners, L.P. ("Cerberus") is the holder of 114,956 shares of common stock of Biosphere Medical, Inc. (the "Company"), Cerberus International, Ltd. ("International") is the holder of 229,712 shares of common stock of the Company and Stephen Feinberg individually is the holder of 152,800 shares of common stock of the Company. In addition, Cerberus and International are the holders of warrants exercisable for an additional 13,889 and 27,778 shares of common stock of the Company, respectively. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities of the Company owned individually by him and by each of Cerberus and International. Thus, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own 539,135 shares of common stock of the Company, or 5.1% of those deemed issued and outstanding. See Item 5 for further information. Item 1. Security and Issuer. ------------------- This statement relates to the common stock, par value $.01 per share (the "Shares"), of Biosphere Medical, Inc. (the "Company"), whose principal executive offices are located at 1050 Hingham St., Rockland, Massachusetts 02370. Item 2. Identity and Background. ----------------------- The person filing this statement is Stephen Feinberg, whose business address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg serves as the managing member of Cerberus Associates, L.L.C., the general partner of Cerberus Partners, L.P. ("Cerberus"), and the investment manager for Cerberus International, Ltd. ("International"). Mr. Feinberg, Cerberus and International are engaged in the investment in personal property of all kinds, including but not limited to capital stock, depository receipts, investment companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities of whatever kind and nature. Mr. Feinberg has never been convicted in any criminal proceeding, nor has he been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now 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. Mr. Feinberg is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- All funds used to purchase the securities of the Company described herein came directly from the assets of Cerberus, International and Steven Feinberg, respectively. Approximately $1,168,000, $2,395,000 and $1,788,000 was used by Cerberus, International and Stephen Feinberg individually, respectively, to purchase the securities of the Company described in this Schedule 13D. Item 4. Purpose of Transaction. ---------------------- The acquisition of the securities referred to in Item 5 is for investment purposes and Stephen Feinberg has no present plans or intentions which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon information set forth herein the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as of March 16, 2001, there were issued and outstanding 10,597,422 Shares. As of April 5, 2001, Cerberus is the holder of 114,956 Shares, International is the holder of 229,712 Shares and Stephen Feinberg individually is the holder of 152,800 Shares. In addition, Cerberus and International are the holders of warrants exercisable for an additional 13,889 and 27,778 Shares, respectively. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities of the Company owned by him and by each of Cerberus and International. Thus, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own 539,135 Shares, or 5.1% of those deemed issued and outstanding. In addition, as of April 5, 2001, an employee of Cerberus personally holds 165,088 Shares, and warrants exercisable for an additional 3,472 Shares. However, Stephen Feinberg does not exercise any voting, investment or other authority with respect to the securities of the Company held by such employee, and Stephen Feinberg and such employee at all times act independent of one another with respect to the securities of the Company. During the past sixty days, the only transactions in Shares by Mr. Feinberg, or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof, were as follows (each of which, other than as noted below, were effected in ordinary brokers transactions): Cerberus Partners, L.P. Purchases Date Quantity Price March 6, 2001 30,000* $10.98 March 7, 2001 1,300 10.99 March 13, 2001 4,200 10.72 March 14, 2001 2,000 10.98 March 20, 2001 1,200 11.35 March 21, 2001 1,400 11.11 March 22, 2001 6,000 11.36 March 26, 2001 700 12.00 March 28, 2001 2,500 12.07 March 29, 2001 2,800 12.48 April 2, 2001 1,700 12.20 April 4, 2001 1,900 11.80 April 5, 2001 3,700 11.73 *Represents a transfer from Cerberus International, Ltd. to Cerberus Partners, L.P. in a private transaction between such parties. Sales NONE Cerberus International, Ltd. Purchases Date Quantity Price February 26, 2001 2,400 $10.91 February 27, 2001 8,500 10.89 March 1, 2001 52,100 11.02 March 2, 2001 17,000 10.89 March 5, 2001 5,000 10.96 March 7, 2001 2,700 10.99 March 13, 2001 8,300 10.72 March 14, 2001 4,000 10.98 March 20, 2001 2,400 11.35 March 21, 2001 2,800 11.11 March 22, 2001 12,000 11.36 March 26, 2001 1,300 12.00 March 28, 2001 5,100 12.07 March 29, 2001 5,700 12.48 April 2, 2001 3,300 12.20 April 4, 2001 3,700 11.80 April 5, 2001 7,300 11.73 Sales Date Quantity Price March 6, 2001 30,000* $10.98 *Represents a transfer from Cerberus International, Ltd. to Cerberus Partners, L.P. in a private transaction between such parties. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ---------------------------------------------------------------------- No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Stephen Feinberg and any person or entity. Item 7. Material to be Filed as Exhibits. -------------------------------- Not applicable. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. April 16, 2001 /s/ Stephen Feinberg -------------------------------------- Stephen Feinberg, individually and in his capacity as the managing member of Cerberus Associates, L.L.C., the general partner of Cerberus Partners, L.P., and as the investment manager for Cerberus International, Ltd. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----