SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Axogen Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
054614201
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 16, 1997
(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 [ ].
*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).
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1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 311,500 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: 311,500 (2)(3)
Owned By
Each
Reporting 9. Sole Dispositive Power: 311,500 (1)(2)
Person
With
10. Shared Dispositive Power: 311,500 (2)(3)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
623,000 (1)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.8%
14. Type of Reporting Person: PN
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(1) The shares were purchased by HBK Securities Ltd. HBK Investments
L.P. has sole voting and dispositive power over these shares
pursuant to an Investment Management Agreement with HBK Securities
Ltd. Accordingly, HBK Securities Ltd. has no beneficial ownership
of such shares.
(2) Power is exercised by its general partner, HBK Partners II L.P.,
whose general partner is HBK Management L.L.C.
(3) Includes 13,200 shares purchased by HBK Main Street Investments L.P.
and 298,300 shares purchased by HBK Finance L.P. HBK Investments
L.P. has shared voting and dispositive power over these shares
pursuant to an Amended and Restated Management Agreement. <PAGE>
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1. Name of Reporting Person:
HBK Main Street Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 13,200 (1) (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 13,200 (1) (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
13,200
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.2%
14. Type of Reporting Person: PN
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(1) Power is exercised by its general partner, HBK Fund L.P., whose
general partner is HBK Capital L.P., whose general partner is HBK
Partners I L.P., whose general partner is HBK Management L.L.C.
(2) Power is shared with HBK Investments L.P. pursuant to an Amended and
Restated Management Agreement.
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1. Name of Reporting Person:
HBK Finance L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 298,300 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 298,300 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
298,300
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.6%
14. Type of Reporting Person: BD,PN
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(1) Power is exercised by its general partner, HBK Fund L.P., whose
general partner is HBK Capital L.P., whose general partner is HBK
Partners I L.P., whose general partner is HBK Management L.L.C.
(2) Power is shared with HBK Investments L.P. pursuant to an Amended and
Restated Management Agreement.<PAGE>
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated March
14, 1997, as amended by Amendment No. 1 dated April 18, 1997 and Amendment
No. 2 dated July 17, 1997 ("Schedule 13D"), relating to the Common Stock of
Axogen Ltd. Unless otherwise indicated, all defined terms used herein shall
have the same meanings ascribed to them in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety to read as follows:
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase shares of the Common Stock are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1)(2) $ 8,516,758 (3)
Main Street Working Capital
and Other (1) $ 309,947 (3)
Finance Working Capital
and Other (1) $ 8,096,012 (3)
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. A portion of the funds reported herein was obtained from Bear,
Stearns & Co. Inc. and Goldman, Sachs & Company as margin loans to acquire the
Common Stock, and the remainder was obtained from Working Capital.
(2) The shares of the Common Stock were purchased by HBK Securities
Ltd., which has no beneficial ownership of such shares of Common Stock.
(3) This figure represents the total amount expended by such person
in purchasing the Common Stock reported herein.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 are hereby amended in their entireties
to read as follows:
(a)
Reporting Persons
Pursuant to an Investment Management Agreement with HBK Securities
Ltd. and an Amended and Restated Management Agreement with Fund and Capital,
Investments may, pursuant to Rule 13d-3, be deemed to be the beneficial owner
of 623,000 shares of the Common Stock, which constitutes approximately 11.8 %
of the 5,290,000 shares of the Common Stock outstanding.
The aggregate number of shares of the Common Stock that Main Street
owns beneficially, pursuant to Rule 13d-3 of the Act, is 13,200, which
constitutes approximately 0.2% of the 5,290,000 shares of the Common Stock
outstanding.
The aggregate number of shares of the Common Stock that Finance owns
beneficially, pursuant to Rule 13d-3 of the Act, is 298,300, which constitutes
approximately 5.6% of the 5,290,000 shares of the Common Stock outstanding.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 623,000 shares of the
Common Stock, which constitutes approximately 11.8% of the 5,290,000 shares of
the Common Stock outstanding.
Each of (1) Fund, as sole general partner of Main Street and
Finance, (2) Capital, as sole general partner of Fund, and (3) Partners I, as
sole general partner of Capital, may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 311,500 shares of the Common Stock, which
constitutes approximately 5.9% of the 5,290,000 shares of the Common Stock
outstanding.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 623,000 shares of the Common Stock, which constitutes
approximately 11.8% of the 5,290,000 shares of the Common Stock outstanding.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
Reporting Persons
Pursuant to an Investment Management Agreement with HBK Securities,
and acting through its general partner, Partners II, Investments has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 311,500 shares of the Common Stock. Pursuant to an Amended and
Restated Management Agreement with Fund and Capital, and acting through its
general partner, Partners II, Investments has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 311,500 shares
of the Common Stock
Acting through its general partner, Fund, Main Street has the shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 13,200 shares of the Common Stock.
Acting through its general partner, Fund, Finance has the shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 298,300 shares of the Common Stock.
Controlling Persons
Acting through its general partner, Management, and in its capacity
as the general partner of Investments, Partners II has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 311,500
shares of the Common Stock and the shared power to vote or to direct the vote
and to dispose or to direct the disposition of 311,500 shares of the Common
Stock.
Acting through its general partner, Capital, and in its capacity as
the general partner of Main Street and Finance, Fund has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
311,500 shares of the Common Stock.
Acting through its general partner, Partners I, and in its capacity
as the general partner of Fund, Capital has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 311,500 shares
of the Common Stock.
Acting through its general partner, Management, and in its capacity
as the general partner of Capital, Partners I has the shared power to vote or
to direct the vote and to dispose or to direct the disposition of 311,500
shares of the Common Stock.
In its capacity as the general partner of Partners I and Partners
II, Management has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 623,000 shares of the Common Stock.
Managers
In his capacity as a controlling person of Management, each of the
Managers has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 623,000 shares of the Common Stock.
(c)
Since the most recent filing on Schedule 13D the Reporting Persons
have purchased and sold shares of the Common Stock in open market transactions
on the American Stock Exchange, as follows:
NUMBER OF SHARES
PURCHASED (P) PRICE PER
ITEM 2 PERSON DATE OR SOLD (S) SHARE
Finance 06/17/97 (250) S $ 29.45
Investments (1) 06/17/97 (250) S 29.45
Finance 06/18/97 4,750 P 29.31
Investments (1) 06/18/97 4,750 P 29.31
Finance 06/20/97 13,950 P 30.44
Investments (1) 06/20/97 13,950 P 30.44
Finance 06/20/97 500 P 30.40
Investments (1) 06/20/97 500 P 30.40
Finance 06/30/97 250 P 32.05
Investments (1) 06/30/97 250 P 32.05
Finance 07/07/97 (250) S 34.20
Investments (1) 07/07/97 (250) S 34.20
Finance 07/16/97 95,150 P 32.07
Investments (1) 07/16/97 95,150 P 32.07
(1) The shares of Common Stock were purchased or sold, as applicable, by HBK
Securities Ltd., which has no beneficial ownership of such shares pursuant to
an Investment Management Agreement with Investments.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii),
previously filed with the Securities and Exchange Commission.<PAGE>
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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.
DATED: July 17, 1997
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer (2)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), previously filed
herewith.
