==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSIONSECURITIES EXCHANGE ACT OF 1934 Release No. 34-37352 / June 24, 1996 ADMINISTRATIVE PROCEEDING File No. 3-9028 : : In the Matter of : : MONTGOMERY MEDICAL VENTURES, L.P. : ORDER INSTITUTING CEASE- MONTGOMERY MEDICAL PARTNERS, L.P. : AND-DESIST PROCEEDINGS MONTGOMERY MEDICAL VENTURES II, L.P.: PURSUANT TO SECTION 21C MONTGOMERY MEDICAL PARTNERS II, L.P.: OF THE SECURITIES : EXCHANGE ACT OF 1934 Respondents. : AND FINDINGS AND ORDER : OF THE COMMISSION : : I. The Commission deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") to determine whether Montgomery Medical Ventures, L.P. ("MMV"), Montgomery Medical Partners, L.P. ("MMP"), Montgomery Medical Ventures II, L.P. ("MMVII") and Montgomery Medical Partners II, L.P. ("MMPII") did not comply with Sections 13(d), 13(g) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. II. In anticipation of the institution of these administrative proceedings, MMV, MMP, MMVII and MMPII ("the Respondents") have submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, the Respondents, without admitting or denying the matters set forth herein, consent to the issuance of this Order Instituting Cease- ==========================================START OF PAGE 2====== and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission ("the Order"), and to the entry of the findings, and imposition of the remedial sanctions set forth below.-[1]- III. On the basis of this Order and the Respondents' Offer of Settlement, the Commission finds the following:-[2]- A. FACTS 1. Respondents Montgomery Medical Ventures, L.P., a California limited partnership formed in December 1984, with its principal offices in San Francisco, California, is an investment partnership that engages in the early-stage financing and acquisition of investments in health care and medical technology companies. MMV is or was the direct or indirect beneficial owner of more than ten percent of the equity securities of Advanced Medical, Inc. ("Advanced Medical"), Alteon Inc. ("Alteon"), Applied Immune Sciences, Inc. ("Applied Immune"), Medstone International, Inc. ("Medstone"), and Pharmasciences, Inc. ("Pharmasciences"). MMV was the beneficial owner of more than five percent of the equity securities of Tokos Medical Corporation ("Tokos"). Montgomery Medical Partners, L.P., is a California limited partnership with its principal offices in San Francisco, California. MMP is, and has been at all relevant times, the general partner of MMV, and as such, is or was the indirect beneficial owner of the equity securities beneficially owned by ---------FOOTNOTES---------- -[1]- Simultaneous with the entry of this Order, the Commission filed a civil action against MMV, MMP, MMVII and MMPII in the United States District Court for the District of Columbia, alleging violations of Sections 13(d), 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2, 16a-3, and former Rule 16a-1, thereunder, and seeking entry of an Order requiring MMV, MMP, MMVII and MMPII each to pay a civil penalty in the amount of $15,000. MMV, MMP, MMVII and MMPII each consented to the entry of the Order and payment of a $15,000 penalty. -[2]-/ The findings herein are made pursuant to the Respondents' Offer of Settlement and are not binding on any other person or entity named as a respondent or defendant in this or any other proceeding. ==========================================START OF PAGE 3====== MMV. Montgomery Medical Ventures II, L.P., formed in October 1987, is a California limited partnership, with its principal offices in San Francisco, California. MMVII is an investment partnership with the same investment objectives as MMV. MMVII is or was the direct or indirect beneficial owner of more than ten percent of the equity securities of Advanced Medical, Alteon, Applied Immune, Finet Holdings Corporation ("Finet"), Innerdyne, Inc. ("Innerdyne") and Somatix Therapy Corporation ("Somatix"). Montgomery Medical Partners II, L.P., is a California limited partnership with its principal offices in San Francisco, California. MMPII is, and has been at all relevant times, the general partner of MMVII, and as such, is or was the indirect beneficial owner of the equity securities beneficially owned by MMVII. 2. Issuers a. Advanced Medical, Inc. Advanced Medical, Inc. (formerly known as Advanced Medical Technologies, Inc.), is incorporated in Delaware with its principal offices in San Diego, California. Advanced Medical through its major operating subsidiary, IMED Corporation, is engaged in the development and manufacturing of infusion systems and related technologies for the health care industry. According to Advanced Medical's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, it had total assets of over $132.1 million and a deficit of stockholders' equity of over $2.2 million. As of March 30, 1995, Advanced Medical had 14,069,861 shares of common stock outstanding. Advanced Medical reported net income of $5,677,000 or $.34 per share for its 1994 fiscal year. Advanced Medical's common stock has been registered with the Commission pursuant to Section 12(b) of the Exchange Act since March 27, 1989, and is traded on the American Stock Exchange. b. Alteon, Inc. Alteon, Inc. is incorporated in Delaware with its principal offices in Ramsey, New Jersey. Alteon is a development stage pharmaceutical company engaged in the development of therapeutic and diagnostic products for the complications of diabetes and aging. According to Alteon's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, it had total assets of over $43.6 million and stockholders' equity of over $41.2 million. As of March 1, 1995, Alteon had 12,546,733 shares of ==========================================START OF PAGE 4====== common stock outstanding. Alteon reported a net loss of over $10.5 million or $.85 per share for its 1994 fiscal year. Alteon's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since November 1, 1991, and is traded on NASDAQ. c. Applied Immune Sciences, Inc. Applied Immune Sciences, Inc. is incorporated in Delaware with its principal executive offices in Santa Clara, California. Applied Immune is engaged in the development of therapeutic devices and related cell processing center services for the treatment of diseases. According to Applied Immune's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, Applied Immune had total assets of approximately $36.2 million and stockholders' equity of approximately $29,100,000. As of March 16, 1995, Applied Immune had 12,487,218 shares of common stock outstanding. Applied Immune reported a net loss of over $31.1 million or $2.71 per share for its 1994 fiscal year. Applied Immune's common stock has been registered with the Commission pursuant to Section 12(b) of the Exchange Act since May 2, 1991, and is traded on NASDAQ. d. Finet Holdings Corporation Finet Holdings Corporation (formerly known as William & Clarissa, Inc.), is incorporated in Delaware with its principal executive offices in San Francisco, California. Finet is the holding company for Finet Corporation, a mortgage brokerage company. According to Finet's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, it had total assets of approximately $4 million and stockholders' equity of approximately $3 million. As of March 30, 1995, Finet had 7,154,031 shares of common stock outstanding. Finet reported a net loss from continuing operations of over $2.7 million or $.70 per share for its 1994 fiscal year. Finet's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since November 14, 1989. According to its filings with the Commission, during 1992 through parts of 1994, there was no established public trading market for Finet's common stock and its shares were either unpriced or periodically quoted in the pink sheets. Periodic trades occurred during 1994 and to date through 1995 in the over-the-counter market. e. Innerdyne, Inc. Innerdyne, Inc. (formerly known as Cardiopulmonics, Inc.), is incorporated in Delaware with its principal executive offices ==========================================START OF PAGE 5====== in Sunnyvale, California. Innerdyne is engaged in the business of developing, manufacturing and marketing pulmonary and cardiopulmonary products. According to Innerdyne's most recent Annual Report on Form 10-KSB for its fiscal year ended December 31, 1994, it had total assets of over $7.8 million and stockholders' equity of over $6.2 million. As of December 31, 1994, Innerdyne had 16,616,302 shares of common stock outstanding. Innerdyne reported a net loss of over $9.9 million or $.61 per share for its 1994 fiscal year. Innerdyne's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since February 2, 1992, and is traded on NASDAQ. f. Medstone International, Inc. Medstone International, Inc. (formerly known as Cytocare, Inc.), is incorporated in Delaware with its principal executive offices in Aliso Viejo, California. Medstone develops, manufactures, markets and services medical devices and therapeutic procedures primarily to treat urologic diseases. According to Medstone's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, it had total assets of over $22.2 million and stockholders' equity of over $19.4 million. As of March 9, 1995, Medstone had 5,177,133 shares of common stock outstanding. Medstone reported net income of over $4.3 million or $.82 per share for its 1994 fiscal year. Medstone's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since June 2, 1988. Medstone's common stock is traded on NASDAQ. g. Pharmasciences, Inc. Pharmasciences (formerly known as Himedics, Inc.), was incorporated in Florida with its principal offices in Hollywood, Florida. Pharmasciences is a development stage company engaged in the development of pharmaceutical products based upon a drug- delivery system. According to Pharmasciences' most recent Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1992, it had total assets of $685,620 and a deficit of stockholders' equity of over $2.5 million. As of October 14, 1992, Pharmasciences had 7,819,277 shares of common stock outstanding. Pharmasciences had reported no revenues and a net loss of over $886,000 or $.11 per share for its fiscal nine months ended September 30, 1992. Pharmasciences common stock was registered with the Commission pursuant to Section 12(g) of the Exchange Act on August 29, 1989. Pharmasciences' Units, Common Stock and Redeemable Class A Warrants were traded from February 1989 to April 1991, when they were delisted for failure to meet listing requirements. There ==========================================START OF PAGE 6====== has been no established trading market for Pharmasciences' securities since April 1991. According to a report on Form 8-K filed by Pharmasciences on December 6, 1993, Pharmasciences defaulted on its loan and security agreement with MMV and other institutional lenders, resulting in a transfer of its assets to its secured lenders. h. Somatix Therapy Corporation Somatix Therapy Corporation (formerly known as Hana Biologics, Inc.), is incorporated in Delaware with its principal offices in Alameda, California. Somatix is engaged in the development of gene therapy approaches to the treatment of diseases. According to Somatix's most recent Annual Report on Form 10- K for its fiscal year ended June 30, 1995, it had total assets of over $19.1 million and stockholders' equity of over $10.4 million. As of September 18, 1995, Somatix had 22,679,996 shares of common stock outstanding. Somatix reported a net loss of over $39 million or $2.34 per share for its 1995 fiscal year. Somatix's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since July 21, 1986, and is traded on NASDAQ. i. Tokos Medical Corporation Tokos Medical Corporation (formerly known as Tokos Parent Corporation), is incorporated in Delaware with its principal offices in Santa Ana, California. Tokos provides specialized home health care services to pregnant women and their physicians. According to Tokos' most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, it had total assets of over $60.4 million and stockholders' equity of over $42.2 million. As of March 20, 1995, Tokos had 17,454,243 shares of common stock outstanding. Tokos reported a net loss of over $5.9 million or $.34 per share for its 1994 fiscal year. Tokos' common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since April 13, 1990, and is traded on NASDAQ. B. APPLICABLE LAW Section 13(g) of the Exchange Act and Rule 13d-1(c) thereunder, in relevant part, require any person who, as of December 31, 1978 or as of the end of any calendar year thereafter, beneficially owns more than 5 percent of any equity security of a company registered pursuant to Section 12 of the Exchange Act, and who is not otherwise required to file a Schedule 13D, to file a Schedule 13G with the Commission within 45 days of the end of the calendar year in which the obligation ==========================================START OF PAGE 7====== arises. Rule 13d-2(b) provides that yearly amendments shall be filed to Schedule 13G reporting changes in the information previously reported. Section 13(d) of the Exchange Act and Rule 13d-1 thereunder, in relevant part, provide that any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a company registered pursuant to Section 12 of the Exchange Act, is directly or indirectly the beneficial owner of more than 5 percent of such security, shall, within 10 days after such acquisition, file a Schedule 13D with the Commission and the appropriate Exchange. Rule 13d-2(a) requires that amendments to Schedule 13D be promptly filed if any material change to the facts set forth in the Schedule 13D occurs. A change of one percent or more in the reporting person's beneficial ownership of the specified securities is deemed material for the purposes of Rule 13d-2(a). Section 16(a) of the Exchange Act-[3]- requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5. ---------FOOTNOTES---------- -[3]- Until May 1, 1991, the statutory filing requirements under Section 16 of the Exchange Act were implemented by Rule 16a-1. On January 10, 1991, the Commission adopted a comprehensive revision of the rules under Section 16 which became effective on May 1, 1991. See Rel. 34- 28869, 56 Fed. Reg. 7242 (Feb. 21, 1991). Among other things, these amendments place the implementation of the former Rule 16a-1 filing requirements in new Rules 16a-2 and 16a-3. Accordingly, this Order, at paragraph VI below, orders that Respondents cease and desist from violating Rules 16a-2 and 16a-3. ==========================================START OF PAGE 8====== C. RESPONDENTS' VIOLATIONS OF SECTIONS 13(d), 13(g) AND 16(a) AND THE RULES THEREUNDER a. MMV, MMVII and Their General Partners' Violations MMP and MMPII, the general partners of MMV and MMVII respectively, were beneficial owners of the securities held by MMV and MMVII. The respondents did not timely file for periods ranging from more than two weeks to more than seven months four Schedules 13D and 13G, and did not timely file for periods ranging from one week to more than four years and eight months twenty amendments thereto, reporting acquisition or ownership, and changes thereto, in the securities of six different issuers. MMV and MMVII and their general partners did not timely file for periods ranging from one week to more than seven years and two months nineteen Forms 3 and amendments thereto, reporting their holdings of eight different issuers, did not timely file for periods ranging from one week to one year and four months thirty Forms 4, and did not timely file for more than three months a Form 5. The combined value of MMV and MMVII and their general partners' securities transactions in late Form 4 filings is in excess of $7 million. Respondents' history of untimely filings, compiled from the ownership reports they have filed with the Commission, is set forth below: ==========================================START OF PAGE 9====== MONTGOMERY MEDICAL VENTURES LP Forms 3 and 4 Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) March 27, 1989 through January 10, 1990 Date Month Price Due/ Apprx. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 03-89 Form 3 1,088,410 03-27-89 9m2w 01-10-90 Applied Immune Sciences, Inc. May 2, 1991 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 05-91 Form 3 05-02-91 4y3m2w Not rec'd Medstone International, Inc. (formerly Cytocare, Inc.) June 2, 1988 through April 25, 1991 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 06-88 Form 3 06-02-88 2w C/S 850,083 06-17-88 WTS to 1 purchase up to 9,615 shrs ==========================================START OF PAGE 10====== MMV, L.P. Page 2 Medstone International, Inc. (formerly Cytocare, Inc.) Forms 4 10-88 Sale 35,000 28.50 997,500 11-10- 88 2w 11-28-88 11-89 Disp. 299,975 N/A N/A 12-11-89 4m2w by 04-25-91 distribution to partners Total value late reported transactions: $ 997,500 Pharmasciences, Inc. (formerly Himedics, Inc.) August 29, 1989 through February 14, 1992 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 08-89 Form 3 08-29-89 1m1w C/S 846,281 10-10-89 PFD A 413,815 PFD B 335,889 PFD C 1,288,478 WTS A 419,754 Forms 4 09-89 OtherAcq 25,185 1.75 44,073 10-10- 89 9m 07-13-90 09-91 Buy 435,189 N/R N/R 10-10-91 4m 02-14-92 12-91 Buy 868,641 .03 26,059 01-10- 92 1m 02-14-92 Total value late reported transactions: $ 70,132 ==========================================START OF PAGE 11====== * = Price per share rounded off C/S = Common stock PFD = Preferred stock WTS = Warrants MONTGOMERY MEDICAL PARTNERS LP Forms 3 Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) March 27, 1989 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 03-89 Form 3 03-27-89 6y4m2w Not rec'd Applied Immune Sciences, Inc. May 2, 1991 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 05-91 Form 3 05-02-91 4y3m2w Not rec'd Alteon, Inc. November 1, 1991 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 11-91 Form 3 11-01-91 3y9m2w Not rec'd ==========================================START OF PAGE 12====== MMP, L.P. Page 2 Medstone International, Inc. (formerly Cytocare, Inc.) June 2, 1988 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 06-88 Form 3 06-02-88 7y2m2w Not rec'd Pharmasciences, Inc. (formerly Himedics, Inc.) August 29, 1989 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 08-89 Form 3 08-29-89 5y11m2w Not rec'd ==========================================START OF PAGE 13====== MONTGOMERY MEDICAL VENTURES II LP Forms 3, 4 and 5 Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) March 27, 1989 through May 20, 1992 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 03-89 Form 3 03-27-89 1w C/S 1,796,200 04-06-89 10%Cum. 220,110 PfdStk Forms 4, 5 08-90 Buy 2,500 9.50 23,750 09-10-90 4m 3,500 9.50 33,250 01-08-91 2,000 9.50 19,000 100 9.63 963 1,900 9.38 17,822 500 9.38 4,690 1,900 8.75 16,625 3,000 9.00 27,000 1,000 8.88 8,880 5,000 8.75 43,750 2,000 6.25 12,500 100 8.75 875 209,105 09-90 Buy 500 9.00 4,500 10-10-90 1w 1,000 9.50 9,500 10-19-90 14,000 12-90 Amend. Buy 8,000 7.38 59,040 01-10-91 1y4m1w 2,000 7.63 15,260 05-20-92 1,000 7.75 7,750 7,000 7.63 53,410 135,460 ==========================================START OF PAGE 14====== MMV II, L.P. Page 2 Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) Forms 4, 5 01-91 Buy 3,000 7.50 22,500 02-11-91 1m 1,700 7.38 12,546 03-08-91 1,000 7.25 7,250 1,000 7.88 7,880 1,300 8.00 10,400 1,500 7.75 11,625 1,500 7.25 10,875 1,000 7.50 7,500 90,576 02-91 Buy 3,200 9.25 29,600 03-11-91 1y2m1w Amend. 2,500 9.50 23,750 05-20-92 1,000 9.50 9,500 3,000 9.88 29,640 2,100 9.75 20,475 3,000 9.63 28,890 4,000 9.50 38,000 2,700 9.75 26,325 206,180 03-91 Buy 3,400 10.25 34,850 04-10-91 1y1m1w 1,600 10.38 16,608 05-20-92 4,200 10.50 44,100 5,000 10.38 51,900 5,000 10.00 50,000 3,000 10.13 30,390 2,100 10.00 21,000 2,300 10.63 24,449 2,000 10.25 20,500 2,000 10.38 20,760 314,557 07-91 Acq WTS 25,000 N/R N/R 08-12-91 9m1w for C/S 05-20-92 09-91 Sale 5,000 12.75 63,750 10-10-91 7m1w 10,000 13.75 137,500 05-20-92 11,000 14.63 160,930 3,100 15.25 47,275 1,000 15.38 15,380 800 15.50 12,400 ==========================================START OF PAGE 15====== MMV II, L.P. Page 3 Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) Forms 4, 5 09-91 3,700 15.38 56,906 (cont.) 5,000 15.25 76,250 3,000 15.13 45,390 2,400 15.00 36,000 651,781 10-91 Sale 3,500 15.13 52,955 11-12-91 6m1w 14,500 16.50 239,250 05-20-92 5,000 16.63 83,150 1,500 16.38 24,570 1,000 16.25 16,250 1,500 16.75 25,125 2,500 17.25 43,125 1,000 17.63 17,630 2,000 17.50 35,000 1,000 17.63 17,630 5,000 17.75 88,750 4,000 18.00 72,000 715,435 11-91 Sale 2,000 18.75 37,500 12-10-91 5m1w 2,000 18.63 37,260 05-20-92 2,000 18.88 37,760 2,000 19.00 38,000 2,000 18.50 37,000 187,520 FY-91 Form 5 02-14-92 3m1w 05-20-92 02-92 Buy 1,000 13.38 13,380 03-10-92 2m1w 9,000 13.50 121,500 05-20-92 10,000 14.00 140,000 274,880 Total value late reported transactions: $2,799,494 ==========================================START OF PAGE 16====== MMV II, L.P. Page 4 Applied Immune Sciences, Inc. May 2, 1991 through February 14, 1992 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 05-91 Form 3 247,960 05-02-91 9m1w Amend. 02-14-92 Finet Holdings Corporation (formerly William & Clarissa, Inc.) November 14, 1989 through April 9, 1993 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 11-89 Form 3 354,315 11-14-89 1m2w 12-26-89 Forms 4 11-89 Buy 40,000 5.00 200,000 12-11-89 6m 55,000 5.50 302,500 06-08-90 25,000 5.53 138,250 5,000 5.50 27,500 668,250 04-90 WTS 250,000 .0167 4,175 01-10-92 1m Granted 02-14-92 08-90 WTS 171,429 .0167 2,863 01-10- 92 1m Granted 02-14-92 12-91 Buy 800 1.00 800 01-10-92 1m 02-14-92 01-92 Buy 10,000 .63 6,300 02-10-92 1y1w 10,000 .75 7,500 02-16-93 13,800 06-92 Buy 35,000 5.34 186,900 07-10-92 1m 08-11-92 ==========================================START OF PAGE 17====== 07-92 Buy 35,000 1.00 35,000 08-10-92 6m1w 02-16-93 MMV II, L.P. Page 5 Finet Holdings Corporation (formerly William & Clarissa, Inc.) Forms 4 01-93 Buy 10,000 .63 6,300 02-10-93 2m 10,000 .75 7,500 04-09-93 13,800 Total value late reported transactions: $ 925,588 Somatix Therapy Corporation (formerly Hana Biologics, Inc.) December 23, 1988 through April 25, 1991 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 12-88 Form 3 12-23-88 2w Pfd A 60,000 01-06-89 WTS 1,000,000 Forms 4 03-91 Disp by 750,000 N/A N/A 04-10-91 2w distribution 04-25-91 to partners Total value of late reported transactions: $ 0* = Price per share rounded off C/S = Common stock PFD = Preferred stock WTS = Warrants ==========================================START OF PAGE 18====== ==========================================START OF PAGE 19====== MONTGOMERY MEDICAL PARTNERS II, L.P. Forms 3 and 4 Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) March 27, 1989 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 03-89 Form 3 03-27-89 6y4m2w Not rec'd Alteon, Inc. November 1, 1991 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 11-91 Form 3 11-01-91 3y9m2w Not rec'd Applied Immune Sciences, Inc. May 2, 1991 through February 14, 1992 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 05-91 Form 3 247,960 05-02-91 9m1w 820,749 02-14-92 ==========================================START OF PAGE 20====== MMP II, L.P. Page 2 Finet Holdings Corporation (formerly William & Clarissa, Inc.) November 14, 1989 through April 9, 1993 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 11-89 Form 3 11-14-89 2y3m C/S 865,525 02-14-92 ConvDeb for C/S 669,200 WTS for C/S 1,021,429 Forms 4 12-91 Other 3,439,925 .75 2,579,944 01-10-92 1m Acq. 02-14-92 12-91 Buy 800 1.00 800 01-10-92 1m 02-14-92 12-91 Other 669,200 - - 01-10-92 1m Disp. 200,000 N/R N/R 02-14-92 400,000 N/R N/R 171,429 N/R N/R 100,000 N/R N/R 250,000 N/R N/R 01-92 Buy 10,000 .63 6,300 02-10-92 1y1w 10,000 .75 7,500 02-16-93 13,800 06-92 Buy 35,000 5.34 186,900 07-10-92 7m1w 02-16-93 07-92 Buy 35,000 1.00 35,000 08-10-92 6m1w 02-16-93 01-93 Buy 10,000 .63 6,300 02-10-93 2m 10,000 .75 7,500 04-09-93 13,800 Total value late ==========================================START OF PAGE 21====== reported transactions: $ 2,830,244 MMP II, L.P. Page 3 Innerdyne, Inc. (formerly Cardiopulmonics, Inc.) February 2, 1992 through February 16, 1993 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 02-92 Form 3 1,323,340 02-02-92 1y2w 02-16-93 Somatix Therapy Corporation (formerly Hana Biologics, Inc.) December 23, 1988 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share $Value Rec'd Wks.Late 12-88 Form 3 12-23-88 6y7m3w Not rec'd* = Price per share rounded off C/S = Common stock WTS = Warrants ConvDeb = Convertible Debentures ==========================================START OF PAGE 22====== MONTGOMERY MEDICAL VENTURES, L.P., MONTGOMERY MEDICAL VENTURES II, L.P. (MONTGOMERY MEDICAL PARTNERS, L.P., MONTGOMERY MEDICAL PARTNERS II, L.P.) Schedules 13D and Amendments Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) June 20, 1989 through October 24, 1994 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 06-20-89 13D Amendment Change 06-20-89** 1w Items 1-6* 07-05-89 10-31-89 13D Amendment Change 10-31-89 1w Items 3-5 11-15-89 04-02-90 13D Amendment Change 04-02-90 4m1w Items 3-6 08-13-9007-12-90 13D Amendment Change 07-12-90 2y7m1w Items 1-5 02-24-93 03-25-93 13D Amendment Change 03-25-93 1m2w Items 2-6 05-17-93 04-06-93 13D Amendment Change 04-06-93 10m2w Items 2,5 02-23-94 and 6 08-04-94 13D Amendment Change 08-04-94 1m Items 2, 09-14-94 4-6 10-03-94 13D Amendment Change 10-03-94 2w Item 5 10-24-94 * = Items refers to Items of Schedule 13D. ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. ==========================================START OF PAGE 23====== MONTGOMERY MEDICAL VENTURES, L.P. (MONTGOMERY MEDICAL PARTNERS) Schedules 13G, 13D and Amendments Medstone International, Inc. (formerly Cytocare, Inc.) July 11, 1988 through June 14, 1991 Date Year Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 1988 13G 859,698 07-11-88 7m 02-14-89 1989 13G Amendment Change 02-14-90 1y4m Ownership 06-14-91 1990 13G Amendment " 02-14-91 4m 06-14-91 Pharmasciences, Inc. (formerly Himedics, Inc.) January 6, 1992 through February 14, 1995 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 12-26-91 13D 5,047,882 01-06-92 1m3w 02-28-92 04-06-93 13D Amendment Change 04-06-93** 10m2w Items 2, 02-24-94 5, 6* 10-13-94 13D Amendment Change 10-13-94 3m3w Item 4 02-14-95 ==========================================START OF PAGE 24====== MMV, L.P. Page 2 Tokos Medical Corporation (formerly Tokos Parent Corporation) November 15, 1990 through August 15, 1995 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 11-15-90 13D Amendment 11-15-90** 4y8m3w Not rec'd 02-15-91 13D Amendment 02-15-91 4y5m3w Not rec'd* = Items refers to Items of Schedules 13D. ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. ==========================================START OF PAGE 25====== MONTGOMERY MEDICAL VENTURES II, L.P. (MONTGOMERY MEDICAL PARTNERS II) Schedules 13G, 13D and Amendments Finet Holdings Corporation (formerly William & Clarissa, Inc.) December 11, 1989 through February 14, 1995 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 1989 13G 740,525 12-11-89 2m 02-14-90 05-31-90 13D Amendment Change 05-31-90** 1w Items 1-5* 06-14-90 11-06-91 13D Amendment Change 11-06-91 1w Items 4,5 11-19-91 09-30-92 13D Amendment Change 09-30-92 1w Items 2-7 10-13-92 05-93 13D Amendment Change 05-93 1y Items 2-7 05-20-94 01-31-95 13D Amendment Change 01-31-95 1w Items 2,4, 02-14-95 5-7 Somatix Therapy Corporation (formerly Hana Biologics) December 23, 1988 through February 14, 1992 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 12-13-88 13D 2,000,220 12-23-88 2w 01-06-89 03-14-91 13D Amendment Change 03-14-91** 10m3w Items 2, 02-14-92 4 and 5* * = Items refers to Items of Schedule 13D. ==========================================START OF PAGE 26====== ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. IV. FINDINGS Based on the above, the Commission finds that MMV, MMP, MMVII and MMPII violated Sections 13(d), 13(g) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. V. OFFER OF SETTLEMENT MMV, MMP, MMVII and MMPII have submitted an Offer in this proceeding which the Commission has determined to accept. MMV, MMP, MMVII and MMPII, in their Offer, consent to this Order making findings, as set forth above, and ordering MMV, MMP, MMVII and MMPII to cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d), 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 thereunder. VI. ORDER Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that MMV, MMP, MMVII and MMPII cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d), 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder. By the Commission. Jonathan G. Katz Secretary