-----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, JcDaHrYL8Tt4BFRKkmAH0O5Y9uhvLjwVCeQgs+N2c1yqeGi6N4X8TPCUl5SISOGH H3PUHmUxWIoCSbOGozqFmA== 0000929624-99-001539.txt : 19990816 0000929624-99-001539.hdr.sgml : 19990816 ACCESSION NUMBER: 0000929624-99-001539 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990813 GROUP MEMBERS: COBLENTZ PATCH DUFFY & BASS LLP /FA/ GROUP MEMBERS: VERON INTERNATIONAL LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELTRIX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000871395 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943121462 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41502 FILM NUMBER: 99688770 BUSINESS ADDRESS: STREET 1: 2033 GATEWAY PLACE STREET 2: SUITE 600 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4089882500 MAIL ADDRESS: STREET 1: 2033 GATEWAY PLACE STREET 2: SUITE 600 CITY: SAN JOSE STATE: CA ZIP: 95110 FORMER COMPANY: FORMER CONFORMED NAME: CELTRIX LABORATORIES INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COBLENTZ PATCH DUFFY & BASS LLP /FA/ CENTRAL INDEX KEY: 0001087474 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 222 KEARNY STREET 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108-4510 MAIL ADDRESS: STREET 1: 222 KEARNY STREET 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108-4510 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* Celtrix Pharmaceuticals Inc. ________________________________________________________________________________ (Name of Issuer) Common Stock ________________________________________________________________________________ (Title of Class of Securities) 151186103 _______________________________________________________________ (CUSIP Number) Paul J. Tauber Coblentz, Patch, Duffy & Bass, LLP 222 Kearny Street, 7th Floor San Francisco, California 94108-4510 415/391-4800 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 19, 1998 _______________________________________________________________ (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 the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D - ----------------------- --------------------- 151186103 PAGE 2 OF 6 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Veron International Limited ("Veron") N.A. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 N.A. (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 N.A. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 British Virgin Islands - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 3,272,887 shares. The 3,272,887 shares include NUMBER OF warrants to purchase 1,717,629 shares of the issuer held by Veron. SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 3,272,887 shares. The 3,272,887 shares include REPORTING warrants to purchase 1,717,629 shares of the issuer held by Veron. PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,272,887 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 N.A. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11.7% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. PAGE 3 of 6. - ------------ Veron International Limited (the "Reporting Person") makes this statement on Schedule 13D with respect to the shares of common stock and warrants to purchase additional shares of common stock of Celtrix Pharmaceuticals Inc. ("Celtrix") as follows: Item 1. Security and Issuer. The securities are common stock of Celtrix and warrants to purchase common stock of Celtrix. The principal office of Celtrix is located at 2033 Gateway Place, Suite 600, San Jose, California 95110. Item 2 a) Identity and Background of Persons Filing. This Statement is filed by the Reporting Person, who is the direct owner of all of the shares of common stock and the warrants of Celtrix. b) Address of Principal Office The address of the Reporting Person is: c/o ChinaChem Golden Plaza, Top Floor, 77 Mody Road, Tsimshatsui, Kowloon, Hong Kong, China. c) The Reporting Person is an investment holding company. d) The Reporting Person has not been convicted in a criminal proceeding during the last five years. e) The Reporting Person has not been 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 violation with respect to such laws. f) The Reporting Person is incorporated under the laws of the British Virgin Islands. The Reporting Person is an investment holding company which is controlled by Ms. Nina Wang. The names and addresses of each executive officer and director of the Reporting Person are as follows: Officers: Ms. Nina Wang Mr. Joseph W.K. Leung President and Treasurer Vice President and Secretary c/o ChinaChem Golden Plaza, c/o ChinaChem Golden Plaza, Top Floor Top Floor 77 Mody Road, Tsimshatsui 77 Mody Road, Tsimshatsui Kowloon, Hong Kong, China Kowloon, Hong Kong, China Mr Ng Shung Mo Vice President c/o Chinachem Golden Plaza Top Floor, 77 Mody Road Tsimshatsui East Kowloon, Hong Kong PAGE 4 of 5. - ------------ Directors: Ms. Nina Wang Mr. Joseph W.K. Leung c/o ChinaChem Golden Plaza, c/o ChinaChem Golden Plaza, Top Floor Top Floor 77 Mody Road, Tsimshatsui 77 Mody Road, Tsimshatsui Kowloon, Hong Kong, China Kowloon, Hong Kong, China To the knowledge of the Reporting Person, during the last five years none of such persons (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 violation with respect to such laws. Item 3. Source and Amount of Funds. The securities were purchased with cash from working capital held on deposit with various financial institutions for the account of the Reporting Person. The amount of the consideration was $470,000. Item 4: Purpose of Transaction. The securities were purchased for investment purposes only. a) Not applicable. b) Not applicable. c) Not applicable. d) Not applicable. e) Not applicable. f) Not applicable. g) Not applicable. h) Not applicable. i) Not applicable. j) Not applicable. PAGE 5 of 6. - ------------ Item 5: Interest in Securities of the Issuer. Please also see the answer to Item 4, above. a) 3,272,887 shares. The 3,272,887 shares include warrants to purchase 1,717,629 shares of Celtrix held by the Reporting Person. The 3,272,887 shares represents 11.7% of the issued and outstanding shares of Celtrix. To the knowledge of Veron, as of the date of this statement, none of the directors or executive officers of Veron or Ms. Wang beneficially own any securities of Celtrix except for the shares set forth herein. b) (i) Sole power to vote or direct the vote: 3,272,887 shares. (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 3,272,887 shares. (iv) Shared power to dispose or direct the disposition of: 0 c) Not applicable. d) Not applicable. e) Not applicable. Item 6. Contracts. Arrangements, Understandings or Relationships with Respect to the Issuer of the Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not Applicable. PAGE 6 of 6. - ------------ After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. August 13, 1999 VERON INTERNATIONAL LIMTED By: /s/Joseph W.K. Leung -------------------- Joseph W.K. Leung Title: Director -----END PRIVACY-ENHANCED MESSAGE-----