-----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, MVWkfbOadWddDJk5QXWl49P/c1EXI+jKjA1gEltX/JpZ5gKJBlMhq0SL4hHUaCbG DWcVCbHPrJWIonDw/3mFbA== 0001005477-04-004003.txt : 20041112 0001005477-04-004003.hdr.sgml : 20041111 20041112170403 ACCESSION NUMBER: 0001005477-04-004003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041110 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23678 FILM NUMBER: 041140324 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 4 1 edgar123.xml FORM 4 X0202 4 2004-11-10 0 0000919015 BIOSPHERE MEDICAL INC BSMD 0000947822 FEINBERG STEPHEN C/O CERBERUS CAPITAL MANAGEMENT, L.P. 299 PARK AVENUE - 22ND FLOOR NEW YORK NY 10171 0 0 1 0 Series A Preferred Stock, par value $0.01 per share 4.00 2004-11-10 4 P 0 4000 1000 A 2004-11-10 Common Stock, par value $0.01 per share 4000 I By limited partnership Warrants (right to buy) 4.00 2004-11-10 4 P 0 200000 A 2004-11-10 2009-11-09 Common Stock, par value $0.01 per share 200000 200000 I By limited partnership Pursuant to a Securities Purchase Agreement, dated as of November 10, 2004, Cerberus Partners, L.P. ("Cerberus") acquired (i) 4,000 shares (the "Preferred Shares") of Series A Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), of Biosphere Medical, Inc. (the "Company"), which shares are convertible into shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") at a conversion price of $4.00 per share, subject to certain adjustments (the "Conversion Price") and (ii) warrants (the "Warrants") to purchase up to an aggregate of 200,000 shares of Common Stock at an exercise price of $4.00 per share, subject to certain adjustments. Pursuant to the Certificate of Designations, Preferences and Rights of Series A Preferred Stock of the Company (the "Certificate of Designations"), with respect to each share of Series A Preferred Stock outstanding and held by Cerberus, Cerberus is entitled to receive dividends, commencing from the date of issuance of each such share, at the rate of 6% per annum (on the basis of a 360 day year) of the Series A Stated Value (as defined below). Such dividends shall be cumulative, whether or not earned or declared, shall be paid quarterly in arrears in each year that Series A Preferred Stock is outstanding and shall be paid in cash or, at the Company's election, through the issuance of such number of additional shares of Series A Preferred Stock (rounded down to the nearest whole share with any fractional shares being issued in cash in an amount equal to the Series A Stated Value of such fractional share of Series A Preferred Stock) determined by dividing the amount of the total accrued but unpaid dividends then outstanding on Cerberus' shares of the Series A Preferred Stock by the Conversion Price then in effect. There is no expiration date for the Series A Preferred Stock. Pursuant to the Certificate of Designations, shares of Series A Preferred Stock are convertible into such number of shares of Common Stock as is obtained by: (i) multiplying the number of shares of Series A Preferred Stock to be converted by $1,000, subject to certain adjustments (the "Series A Stated Value"), and adding to such product an amount equal to all declared but unpaid dividends and all accrued but unpaid dividends with respect to such shares; and (ii) dividing the result obtained pursuant to clause (i) above by the Conversion Price then in effect. As of November 12, 2004, Cerberus is the holder of 469,256 shares of Common Stock and the 4,000 Preferred Shares; Cerberus International, Ltd. ("International") is the holder of 937,212 shares of Common Stock; and Stephen Feinberg individually is the holder of 152,800 shares of Common Stock. In addition, Cerberus and International are the holders of warrants to purchase up to an aggregate of 213,889 and 27,778 shares of Common Stock, 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. The reporting person's interest in the securities of the Company reported herein held by Cerberus and International is limited to the extent of his pecuniary interest in Cerberus and International, if any. The Warrants were acquired by Cerberus, for no additional consideration, along with the Preferred Shares. /s/ Stephen Feinberg 2004-11-12 -----END PRIVACY-ENHANCED MESSAGE-----