SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G AMENDMENT
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Axogen Ltd.
(Name of Issuer)
Shares of Beneficial Interest
(Title of Class of Securities)
054614201
(CUSIP Number)
September 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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).
CUSIP No. 054614201
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. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 618,700 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: 317,500 (2)(3)
Owned By
Each
Reporting 7. Sole Dispositive Power: 618,700 (1)(2)
Person
With
8. Shared Dispositive Power: 317,500 (2)(3)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
936,200 (1)(2)(3)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 17.6%
12. Type of Reporting Person: PN
- --------------
(1) Includes 12,500 shares purchased by HBK Securities Ltd. and 606,200
shares purchased by HBK Offshore Fund Ltd. HBK Investments L.P. has
sole voting and dispositive power over these shares pursuant to an
Investment Management Agreement with HBK Securities Ltd. and HBK
Offshore Fund Ltd. Accordingly, HBK Securities Ltd. and HBK Offshore
Fund Ltd. have no beneficial ownership of such shares. The 13G filed by
HBK Investments L.P. on March 26, 1998 (as amended on September 28,
1998 and on February 5, 1999) is hereby amended to reflect that 330,400
of such shares were transferred to HBK Offshore Fund Ltd. from HBK
Securities, Ltd. (a wholly owned subsidiary of HBK Offshore Fund Ltd.).
(2) Power is exercised by its general partner, HBK Partners II, L.P., whose
general partner is HBK Management L.L.C.
(3) Includes 317,500 shares purchased by HBK Main Street Investments L.P.
HBK Investments L.P. has shared voting and dispositive power over these
Shares pursuant to an Amended and Restated Management Agreement. The
13G filed by HBK Investments L.P. and HBK Finance L.P. on March 26, 1998
as amended on September 28, 1998 and on February 5, 1999) is hereby
amended to reflect that 312,200 shares were transferred from HBK Finance
L.P. to HBK Main Street Investments L.P., a partnership under common
control with HBK Finance L.P., and to reflect that HBK Finance L.P.
currently has no voting or dispositive power with respect to shares of
the issuer.
CUSIP No. 054614201
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. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: 317,500 (1)
Owned By
Each
Reporting 7. Sole Dispositive Power: 0
Person
With
8. Shared Dispositive Power: 317,500 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
317,500 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 6.0%
12. Type of Reporting Person: PN
- --------------
(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. Power is shared
with HBK Investments L.P. pursuant to an Amended and Restated
Management Agreement. <PAGE>
CUSIP No. 054614201
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. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: 0
Owned By
Each
Reporting 7. Sole Dispositive Power: 0
Person
With
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0%
12. Type of Reporting Person: BD
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 13G statement dated March
26, 1998, as amended by Amendment No 1 dated September 28, 1998 and Amendment
No. 2 dated February 5, 1999 (the "Schedule 13G") relating to the shares of
common stock of Axogen Ltd. (the "Issuer"). Unless otherwise indicated, all
defined terms used herein shall have the same meanings as those set forth in
the Schedule 13G.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), this Schedule 13G Statement is hereby filed by HBK Investments
L.P., a Delaware limited partnership ("Investments"), HBK Main Street
Investments L.P., a Delaware limited partnership ("Main Street") and HBK
Finance L.P., a Delaware limited partnership ("Finance") (collectively, the
"Reporting Persons"). The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning
of Section 13(d)(3) of the Act, although neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Reporting
Persons that a group exists. Additionally, information is included herein
with respect to the following persons (collectively, the "Controlling
Persons"): HBK Partners II L.P., a Delaware limited partnership ("Partners
II"), HBK Fund L.P., a Delaware limited partnership ("Fund"), HBK Capital
L.P., a Delaware limited partnership ("Capital"), HBK Partners I L.P., a
Delaware limited partnership ("Partners I"), HBK Management L.L.C., a
Delaware limited liability company ("Management") and Harlan B. Korenvaes,
a member of Management, who may control Management ("Manager"). The
Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
Item 4. Ownership.
(a) - (b)
Reporting Person
Pursuant to an Investment Management Agreement with HBK Securities Ltd.
("Securities") and HBK Offshore Fund Ltd. ("Offshore"), Investments may,
pursuant to Rule 13d-3(a), be deemed to be the beneficial owner of 12,500
shares held by HBK Securities Ltd. and 606,200 shares held by Offshore, which
constitutes a total of approximately 11.6% of the outstanding Shares. In
addition pursuant to an Amended and Restated Investment Management Agreement
with Fund and Capital, Investments may, pursuant to Rule 13d-3(a), be deemed
to be the beneficial owner of 317,500 shares owned by Main Street, which
constitutes 6.0% of the outstanding shares.
Pursuant to Rule 13d-3(a), Main Street is the beneficial owner of
317,500 shares, which constitutes approximately 6.0% of the outstanding
shares.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 936,200 shares, which
constitutes approximately 17.6% of the outstanding shares.
Each of (1) Fund, as sole general partner of Main Street, (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 317,500 shares, which constitutes approximately 6.0% of
the outstanding shares.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Manager, as the controlling person of Management,
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of an aggregate of 936,200 shares which constitutes
approximately 17.6% of the outstanding shares.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial
owner of any Shares.
(c)
Reporting Persons
Pursuant to an Investment Management Agreement with Offshore and
Securities, and acting through its general partner, Partners II, Investments
has the sole power to vote or direct the vote and to dispose or to direct the
disposition of 618,700 shares. Also, 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 317,500 shares held
by Main Street.
Main Street has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 317,500 shares.
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 618,700
shares and the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 317,500 shares.
Acting through its general partner, Capital, and in its capacity as the
general partner of Main Street, Fund has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 317,500
shares.
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 317,500
shares.
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 317,500
shares.
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 618,700 shares and the shared power to vote or
to direct the vote and to dispose or to direct the disposition of 317,500
shares.
Manager
In his capacity as a controlling person of Management, the Manager
has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 618,700 shares and the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 317,500
shares.
<PAGE>
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: October 7, 1999
HBK INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal (2)
HBK FINANCE L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal (3)
(1) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Investments L.P. was previously filed.
(2) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Main Street Investments L.P. was previously filed.
(3) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Main Street Investments L.P. was previously filed.
