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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
HARVARD SCIENTIFIC CORP.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
417465200
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(CUSIP Number)
Don A. Steffens, 100 No. Arlington, Suite 23-P, Reno, NV 89501
(702)329-2255
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 7, 1994-January 13, 1998(1)
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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 filed 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 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).
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(1) Due to administrative errors, prior filings on Schedule 13D for
this reporting person were not made. Accordingly, this Schedule sets forth
information regarding both current position as well as past activities.
(Continued on following page(s))
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CUSIP No. 417465200 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bio-Sphere Technology, Inc. IRS# 88-0297507
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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NUMBER OF 7 SOLE VOTING POWER
SHARES 746,750
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 746,750
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
746,750
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 417465200 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock par value $0.01 per share of
Harvard Scientific Corp. (the "Issuer"), 100 North Arlington Avenue, Suite 380,
Reno, Nevada 89501. All share amounts and dollar amounts per share have been
adjusted to reflect all Issuer stock splits to date.
ITEM 2. IDENTITY AND BACKGROUND
(I) BIO-SPHERE TECHNOLOGY, INC. ("BTI") is a Nevada biotechnology
research and development company with its principal office and
business located at 100 North Arlington, Suite 23-P, Reno,
Nevada 89501. BTI has never been convicted in any criminal
proceedings nor ever been a party to any proceeding or
subjected to a judgment, decree or final order enjoining
future violations, or prohibiting or mandating activities
subject to federal or state securities law or finding any
violation with respect to such laws.
(II) JACKIE R. SEE, M.D. Jackie R. See, M.D. has a business
address at 100 North Arlington Avenue, Suite 23-P, Reno,
Nevada 89501. He is the Chief Executive Officer, President, a
Director and majority stockholder of BTI. He is also a member
of the Board of Directors of the Issuer, a consultant to the
Issuer and the director of research of the Issuer. He has
never been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors), nor was he ever a
party to any proceeding or subjected to a judgment, decree or
final order enjoining future violations, or prohibiting or
mandating activities subject to the federal or state
securities law or finding any violation with respect to such
laws. He is an American citizen.
(III) DON A. STEFFENS has a business address at 100 North Arlington
Avenue, Suite 23-P, Reno, Nevada 89501. He is the Vice
President, Treasurer and a Director of BTI. He has never been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has he ever been a
party to any proceeding or subjected to a judgment, decree or
final order enjoining future violations, or prohibiting or
mandating activities subject to federal or state securities
law or finding any violation with respect to such laws. He is
an American citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(I) BIO-SPHERE TECHNOLOGY, INC. - BTI did not purchase any shares
of Common Stock of the Issuer for cash. Its method of
acquiring the shares is described as follows:
On January 7, 1994, the Issuer entered into an Asset Purchase
Agreement with BTI whereby the Issuer acquired intellectual
property rights relating to prostaglandin microsphere delivery
in exchange for 71,400 shares of the Issuer's Common Stock.
These shares were valued at par value for purposes of such
issuances.
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On November 16, 1995, the Issuer issued 613,850 shares of
Common Stock for BTI's assistance in management, raising
working capital, a patent application and distribution
agreements associated with the PGE-1 product. These shares
were valued at par value for purposes of such issuances.
On November 20, 1997, the board of directors of the Issuer
authorized a payment of $150,000 in cash, 200,000 shares of
the Issuer's Common Stock and a 3% gross override royalty to
be paid or acquired by BTI in exchange for the conveyance of
all the rights to Prostaglandin E-1 Lyophilized Liposomes used
in the treatment of Psoriasis. These shares were valued at par
value for purposes of such issuances.
(II) JACKIE R. SEE, M.D. Prior to January 13, 1998, Dr. See
did not purchase any shares of Common Stock of the Issuer for
cash. On February 3, 1998, pursuant to the January 13, 1998
agreement described below, as amended on February 3, 1998 (the
"Financing Agreement"), Dr. See purchased 790,139 shares of
Common Stock at a per share purchase price of $3.164. Of the
aggregate purchase price for such shares, Dr. See paid
$7,901.39 in cash and delivered a promissory note payable to
the Issuer for the remaining balance of $2,492,098.61. The
promissory note is due March 31, 1999, bears interest at a
rate of 1% above prime and is secured by the shares purchased.
Dr. See's method of acquiring the shares of Common Stock of
the Issuer prior to January 13, 1998 otherwise than for cash
is described below:
Dr. See has received 356,750 shares of Common Stock of the
Issuer from the Issuer in payment for services rendered to the
Issuer. In particular, Dr. See received 19,750 shares in
1994, 2,000 shares on September 25, 1995, 35,000 shares on
March 18, 1997 and 300,000 shares on June 10, 1997. These
shares were valued at par value for purposes of these
issuances.
(III) DON A. STEFFENS - Mr. Steffens did not purchase any shares of
Common Stock of the Issuer for cash. His method of acquiring
the shares is described as follows:
Mr. Steffens has received 125,000 shares of Common Stock of
the Issuer in payment for services rendered to the Issuer. In
particular, Mr. Steffens acquired 25,000 shares on March 18,
1997 and 100,000 shares of June 10, 1997. These shares were
valued at par value for purposes of such issuances.
ITEM 4. PURPOSE OF TRANSACTION
(I) BIO-SPHERE TECHNOLOGY, INC. The purpose of the transactions on
January 7, 1994, November 16, 1995 and November 20, 1997 was
for technology transfer and promotion of the business of the
Issuer. BTI has sold or otherwise disposed of 138,500 shares
of Common Stock of the Issuer from time to time through
brokerage sales, private transfers, or otherwise.
(II) JACKIE R. SEE, M.D. The purpose of the transactions prior to
January 13, 1998 was for services rendered. The purpose of the
acquisition of shares on February 3, 1998 was to invest in the
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Issuer and to assist in the capitalization of the Issuer for
financial reporting and regulatory purposes. The acquisition
of such shares was in accordance with the Financing Agreement
among the Issuer, Dr. See and Thomas E. Waite, the Issuer's
Chairman, President and Chief Executive Officer. Under the
Financing Agreement, each of Dr. See and Mr. Waite purchased
790,139 shares of the Issuer's Common Stock for cash and
stock. In addition, the Financing Agreement provides that
prior to April 1, 1999, Dr. See and Mr. Waite will have the
right to purchase up to an additional aggregate of 592,604
shares (or 296,302 shares each if such amount is purchased
equally, as contemplated). Of such additional shares, the
purchase price would be $6.238 for the first 395,070 shares
purchasable and $12.656 for the remaining 197,534 shares
purchasable. If purchased, such shares would be paid for by
way of cash in the amount of not less than the par value of
the purchased shares and delivery of a promissory note for the
remaining balance of the purchase price then due. Any such
promissory note would have substantially the same terms as the
notes delivered in connection with the February 3, 1998
purchases. The Issuer has indicated that it plans to submit
the Financing Agreement to its stockholders for approval,
which approval is anticipated in view of the number of shares
controlled by Dr. See and Mr. Waite. Because of their mutual
participation in the Financing Agreement, Dr. See and Mr.
Waite might be deemed to be a "group" for purposes of Rule
13d-5(b); however, Dr. See expressly disclaims the existence
of any such group (and notes that Mr. Waite has disclaimed any
such status in his separate filing with respect to this
transaction).
Dr. See has disposed of an aggregate of 41,750 shares of Common Stock
of the Issuer from time to time, of which 31,000 shares were
transferred by way of gift and the remaining 10,750 shares were sold
through brokerage sales.
(III) DON A. STEFFENS - The purpose of the transactions was to
compensate Mr. Steffens for services rendered to the Issuer.
In October, 1997, Mr. Steffens transferred 111,500 shares of
Common Stock to the Steffens Family Trust and 10,000 shares to
Helen Alexander, 500 shares to Philip Alexander and 3,000
shares to John Davis.
Except for the acquisitions or dispositions of additional securities of
the Issuer in the ordinary course of business through broker sales, and
except as may be contemplated by the Agreement, BTI, Dr. See and Mr.
Steffens have no other plans or proposals which relate to or would
result in any of the matters described in Items 4(a) through 4(j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) BENEFICIAL OWNERSHIP
(I) BIO-SPHERE TECHNOLOGY, INC. The aggregate number of
shares of Common Stock of the Issuer beneficially
owned by BTI is 746,750 or 14.3% of the 5,238,047
shares of Common Stock of the Issuer currently
outstanding.
(II) JACKIE R. SEE, M.D. The aggregate number of shares of
Common Stock deemed to be beneficially owned by Dr.
See is 2,258,191 shares, or 40.8% of the 5,534,349
shares deemed outstanding (including 296,302 shares
which Dr. See may be deemed to have the right to
purchase under the Financing Agreement). The shares
that Dr. See may be deemed to beneficially own
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consist of (A) the 1,105,139 shares of Common Stock
held by him, (B) the 746,750 shares of Common Stock
held by BTI, (C) the 110,000 shares of Common Stock
held by the Wassgren Anita See Trust (Anita See is
Dr. See's spouse), and (D) the 296,302 shares of
Common Stock issuable to Dr. See upon exercise of his
rights to purchase additional shares under the
Financing Agreement. Dr. See disclaims beneficial
ownership of all except the shares held or
purchasable by him, other than to the extent of his
indirect interest in the BTI-held shares as a
stockholder of BTI.
(III) DON A. STEFFENS. The aggregate number of
shares of Common Stock of the Issuer deemed to be
beneficially owned by Mr. Steffens is 858,250 or
16.4% of the 5,238,047 shares of Common Stock of the
Issuer currently outstanding. The shares that Mr.
Steffens may be deemed to beneficially own consist
of the 746,750 shares of Common Stock held by BTI
and the 111,500 shares of Common Stock held by the
Steffens Family Trust. Mr. Steffens disclaims
beneficial ownership of all except the 111,500
shares held by the Steffens Family Trust, other than
to the extent of his indirect interest in the
BTI-held shares as a stockholder of BTI.
(b) POWER TO VOTE AND POWER TO DISPOSE
(I) BIO-SPHERE TECHNOLOGY, INC. BTI has the sole voting
and dispository power over the 746,750 shares of
Common Stock of the Issuer held by it.
(II) JACKIE R. SEE, M.D. Dr. See has sole voting and
dispository power over the 1,105,139 shares of
Common Stock of the Issuer held by him. Dr. See has
the shared voting and dispository power over the
746,750 shares of Common Stock of the Issuer held by
BTI. Dr. See shares voting and dispository power
over the BTI shares with Mr. Steffens.
(III) DON A. STEFFENS. Mr. Steffens shares voting and
dispository power with respect to the shares held by
BTI with Dr. Jackie R. See, and shares voting and
dispository power with respect to the shares held by
the Steffens Family Trust with his spouse, Ms.
Cynthia A. Steffens as a joint trustee of the
Steffens Family Trust . The Item 2 information with
respect to Dr. See and Ms. Steffens is as follows:
Cynthia A. Steffens has a business address at 100
North Arlington Avenue, Suite 23-P, Reno, Nevada
89501. She has never been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors), nor was he ever a party to any
proceeding or subjected to a judgment, decree or
final order enjoining future violations, or
prohibiting or mandating activities subject to the
federal or state securities law or finding any
violation with respect to such laws. She is an
American citizen.
(c) TRANSACTIONS DURING THE LAST SIXTY DAYS
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(I) BIO-SPHERE TECHNOLOGY, INC. Within the 60 days prior
to the date of this Schedule, BTI has conducted the
following sales of Common Stock of the Issuer:
Date Shares Price/Sh. Manner of Sale
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1/16/98 300 $10.312 broker sale
1/16/98 100 $10.625 broker sale
1/20/98 400 $7.50 broker sale
1/21/98 400 $5.625 broker sale
1/22/98 400 $5.937 broker sale
1/23/98 400 $5.937 broker sale
1/26/98 270 $6.25 broker sale
1/26/98 130 $5.937 broker sale
1/27/98 250 $7.50 broker sale
1/27/98 150 $7.187 broker sale
1/28/98 400 $8.125 broker sale
1/29/98 1,550 $6.975 broker sale
1/29/98 400 $7.812 broker sale
1/29/98 250 $7.50 broker sale
1/29/98 150 $7.812 broker sale
(II) JACKIE R. SEE, M.D. See items 3 and 4 for
transactions within the last 60 days by Dr. See.
(III) DON A. STEFFENS. There have been no transactions
within the last 60 days by Mr. Steffens.
(d) RECEIPT OF DIVIDENDS AND PROCEEDS OF SALE.
Ms. Steffens, as a joint trustee of the Steffens Family Trust
with Mr. Steffens, has the right to receive dividends or the
proceeds from the sale of 111,500 shares of Common Stock of
the Issuer owned by the Steffens Family Trust. With that
exception, no other person not described above has such rights
or powers.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Items 3 and 4 for a discussion of arrangements regarding shares of
Common Stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(1) Consulting Agreement dated April 19, 1996 between the Issuer
and Dr. Jackie R. See, incorporated by reference to Exhibit
10.1 to Amendment #1 to the Registration Statement on Form
SB-2, Regis. #333-25647, filed June 24, 1997 (the "SB-2").
(2) Memorandum of Agreement dated May 15, 1997 amending the
Consulting Agreement between the Issuer and Dr. See of April
19, 1996, incorporated by reference to Exhibit 10.1A to the
SB-2.
(3) Agreement for the Acquisition of Intellectual Property Rights
dated January 7, 1994 between the Issuer and BTI, incorporated
by reference to Exhibit 10.6 to the SB-2.
(4) Exchange Agreement dated November 16, 1995 between the Issuer
and BTI, incorporated by reference to Exhibit 10.7 to the
SB-2.
(5) Financing Agreement dated January 13, 1998, as amended
February 3, 1998, among the Issuer, Dr. Jackie R. See and
Thomas E. Waite, incorporated by reference to Exhibits A and B
to the Schedule 13D filed by Thomas E. Waite on March 5,
1998..
(6) Agreement For The Acquisition Of Intellectual Property Rights
dated November 20, 1997 between the Issuer and BTI.
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.
Date: March 16 , 1998 BIO-SPHERE TECHNOLOGY, INC.
By: /s/ Don A. Steffens
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Signature
Don A. Steffens, Vice President
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Name/Title
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AGREEMENT FOR THE ACQUISITION OF INTELLECTUAL PROPERTY RIGHTS
This Agreement dated November 20th, 1997, is entered into by and
between Harvard Scientific Corp, a Nevada corporation with its principal address
at 100 North Arlington Avenue, Suite 380, Reno, Nevada 89501 (hereafter
"Harvard"), and Bio-Sphere Technology, Inc., a Nevada corporation with its
principal address at 100 North Arlington Avenue, Suite 23P, Reno, Nevada 89501
(hereafter "Bio-Sphere").
WITNESSETH
WHEREAS, Bio-Sphere is the owner of all rights, title and
interest in the intellectual property pertaining to Prostaglandin E-1
Lyophilized Liposomes for the use of treatment of Psoriasis, including, but not
limited to, any patents, patents pending or other proprietary ownership thereto.
Bio-Sphere hereto agrees to assign such said rights forthwith to Harvard.
WHEREAS, upon receipt of the rights, title, and interest in the
intellectual property described above, Harvard agrees to exchange 2,000,000
shares of common stock of Harvard (the "Harvard Stock") plus $150,000 cash to
Bio-Sphere.
NOW, THEREFORE, the parties hereto agree as follows:
1. Bio-Sphere acknowledges that the shares of Harvard Stock to be issued
it have not been registered under the Securities Act of 1933, as
amended (the "Act") and may not be sold or transferred by Bio-Sphere
accept in accordance with the provisions of the Act.
2. The parties agree that the value of the additional technology and
rights conveyed hereunder by Bio-Sphere (together with the other
undertakings made by Bio-Sphere) is equal to the fair market value of
the 2,000,000 shares of Harvard Stock being issued to Bio-Sphere
hereunder.
3. Harvard agrees with Bio-Sphere to use its best efforts to actively
and diligently further develop, including obtaining regulatory
clearance for, and promotion of, the commercial sale of the Product
in the U.S. and elsewhere.
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IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the day and year first set forth above.
HARVARD SCIENTIFIC CORP.
Dated ____________ BY: /S/ Thomas E. Waite
---------------------------------
Thomas E. Waite, President & CEO
BIO-SPHERE TECHNOLOGY, INC.
Dated _____________ BY: /S/ Don Steffens
------------------------------------
Don Steffens, Vice President & Director
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