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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
-
COLLAGENEX PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
19419B-10-0
(CUSIP Number)
*The remainder of this cover page should 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 with would alter the
disclosures provided in a prior cover page.
The information required in 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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CUSIP No. 19419B-10-0 13G Page 2 of 9
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1. NAME OF REPORTING PERSON
Columbine Venture Fund II, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [_]
[b] [_]
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
969,328
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
969,328
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
969,328
10. CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%
12. TYPE OF REPORTING PERSON*
PN
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CUSIP No. 19419B-10-0 13G Page 3 of 9
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1. NAME OF REPORTING PERSON
Columbine Venture Management II
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [_]
[b] [_]
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
974,328
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
974,328
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
974,328
10. CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON*
PN
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CUSIP No. 19419B-10-0 13G Page 4 of 9
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1. NAME OF REPORTING PERSON
Sherman J. Muller
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [_]
[b] [_]
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
974,328
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
974,328
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
974,328
10. CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 19419B-10-0 13G Page 5 of 9
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1. NAME OF REPORTING PERSON
Terence E. Winters
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [_]
[b] [_]
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
974,328
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
974,328
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
974,328
10. CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 19419B-10-0 13G Page 6 of 9
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1. NAME OF REPORTING PERSON
Carl S. Stutts
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [_]
[b] [_]
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
974,328
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
974,328
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
974,328
10. CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 19419B-10-0 Page 7 of 9
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Item No. 1:
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CollaGenex Pharmaceuticals, Inc.
301 S. State Street
Newtown, Pennsylvania 18940
Item No. 2:
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(a) Columbine Venture Fund II, L.P.
(b) 5460 S. Quebec Street, Suite 270
Englewood, Colorado 80111
(c) Delaware, USA
(d) Common Stock
(e) CUSIP No. 19419B-10-0
(a) Columbine Venture Management II
(b) 5460 S. Quebec Street, Suite 270
Englewood, Colorado 80111
(c) Delaware, USA
(d) Common Stock
(e) CUSIP No. 19419B-10-0
(a) Sherman J. Muller
(b) 5460 S. Quebec Street, Suite 270
Englewood, Colorado 80111
(c) USA
(d) Common Stock
(e) CUSIP No. 19419B-10-0
(a) Terence E. Winters
(b) 10040 East Happy Valley Road, No. 366
Scottsdale, Arizona 85255
(c) USA
(d) Common Stock
(e) CUSIP No. 19419B-10-0
(a) Carl S. Stutts
(b) 3810 Swarthmore
Houston, Texas 77005
(c) USA
(d) Common Stock
(e) CUSIP No. 19419B-10-0
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CUSIP No. 19419B-10-0 Page 8 of 9
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Item No. 3:
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Not applicable.
Item No. 4:
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Reporting Persons incorporate by reference the information on ownership
contained under numbers 5, 6, 7, 8, 9, 10 and 11 of the cover sheets. The
numbers include 969,328 shares of Common Stock and options to purchase 5,000
shares of Common Stock that are now exercisable. Title to all shares of Common
Stock is held by Columbine Venture Fund II, L.P. ("Columbine") which does not
hold an interest in the options. Columbine Venture Management II is the sole
general partner of Columbine and is a reporting person with respect to the
shares held by Columbine by virtue of its voting power and dispositive power
over the shares held by Columbine. The individuals are general partners in
Columbine Venture Management II, and each is a reporting person with respect to
the shares held by Columbine by virtue of his shared voting and dispositive
power over the shares held by Columbine in which he is a general partner of the
general partner. Each reporting person, other than Columbine, disclaims his or
its interest in the Common Stock, except to the extent of his or its
proportionate interest as a partner. The reporting persons other than Columbine
also have an interest in options exercisable for an additional 20,000 shares of
Common Stock, which are not exercisable within 60 days. These options will vest
and become exercisable as follows: (i) options for 8,000 of the shares will
vest in increments of $2,000 shares each on June 20, 1998 and on each of the
next three anniversaries thereafter, and (ii) options for 12,000 of the shares
will vest in increments of 3,000 shares each on November 22, 1998 and on each of
the next three anniversaries thereafter. If not previously exercised, options
for 10,000 shares will expire on June 20, 2006 and the remaining options will
expire on November 22, 2006. Therefore, the number of shares held (and
corresponding change in the percentage held) by each reporting person other than
Columbine will increase for the end of 1998 and for the end of each of the next
three calender years thereafter by 5,000 shares to account for options which
will have become exercisable by the end of each such year.
Item No. 5:
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Not applicable.
Item No. 6:
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No person, other than the reporting person, has a right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities.
Item No. 7:
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Not applicable.
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CUSIP No. 19419B-10-0 Page 9 of 9
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Item No. 8:
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Not applicable.
Item No. 9:
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Not applicable.
Item No. 10:
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Not applicable.
SIGNATURE
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.
February 13, 1998
/s/ JAMES A. JACOBSON
_________________________________________
James A. Jacobson, as agent and
attorney-in-fact for each reporting
person pursuant to powers of attorney
attached hereto
