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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Volu-Sol, Inc.
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(Name of Issuer)
Common Stock, par value $.0001
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(Title of Class of Securities)
928710201
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(CUSIP Number)
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, OH 43215
(614) 227-1953
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 2000
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240-13d-1(g), check the
following box [ ]
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CUSIP No. 928710201
Page 2 of 8
1. Names of Reporting Persons: Battelle Memorial Institute
S.S. or I.R.S. Identification No. of Above Persons (entities only):
31-4379427
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ x ]
3. SEC Use Only
4. Source of Funds: OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: Ohio
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 1,750,000 shares (1)
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 1,750,000 shares (1)
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,750,000 shares (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row (11): 41.7%
14. Type of Reporting Person: CO
(1) Total includes a stock option to exercise an aggregate of 1,375,000 shares
of common stock of the Issuer that is immediately exercisable.
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CUSIP No. 928710201
Page 3 of 8
ITEM 1. Security and Issuer
This statement relates to the common shares, $.0001 par value, of
Volu-Sol, Inc., a Utah corporation (the "Issuer"), whose principal executive
offices are located at 5095 West 2100 South, Salt Lake City, Utah 84120.
ITEM 2. Identity and Background
(a) This statement is filed on behalf of Battelle Memorial
Institute, an Ohio non-profit corporation ("Battelle").
Pursuant to General Instruction C to Schedule 13D, the
information required to be disclosed in Items 2-6 inclusive,
is also being supplied for the following executive officers
and trustees of Battelle.
Dr. Douglas E. Olesen President and Chief
Executive Officer
Dr. Richard C. Adams Senior Vice President and
Chief Technology Officer -
Core Technology Department
Jerome R. Bahlmann Senior Vice President for
Administration, General
Counsel and Secretary
Mark W. Kontos Senior Vice President, Chief
Financial Officer and
Treasurer
Dr. William J. Madia Executive Vice President
Dr. Benjamin G. Maiden Senior Vice President and
General Manager Chemical
Products Market Sector
Donald P. McConnell Senior Vice President and
General Manager Automotive
Technology Market Sector
Mr. Richard D. Rosen Senior Vice President and
General Manager
Pharmaceutical and Medical
Products Market Sector
Robert W. Smith, Jr. Senior Vice President,
Organizational Development
Dr. Merwyn R. VanderLind Executive Vice president,
Government Market Sectors
John B. McCoy Trustee
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CUSIP No. 928710201
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William A. Anders Trustee
Bernadine P. Healy Trustee
John J. Hopfield Trustee
W. George Meredith Trustee
Robert D. Walter Trustee
Dr. Morris Tanenbaum Associate Trustee
Willis S. White, Jr. Associate Trustee
(b) The business address for each of the following is 505 King Avenue,
Columbus, Ohio 43201:
Battelle
Dr. Douglas E. Olesen
Dr. Richard C. Adams
Jerome R. Bahlmann
Mark W. Kontos
Dr. William J. Madia
Dr. Benjamin G. Maiden
Donald P. McConnell
Mr. Richard D. Rosen
Robert W. Smith, Jr.
Dr. Merwyn R. VanderLind
John B. McCoy
Dr. Morris Tanenbaum
Willis S. White, Jr.
The principal business address of William A. Anders is P.O. Box 1630,
Eastsound, WA 98245
The principal business address of Dr. Bernadine P. Healy is 430 17th
St., N.W., Washington, DC 20006
The principal business address of Dr. John J. Hopfield is Princeton
University, Princeton, NJ 08544-1014
The principal business address of W. George Meredith is 3050 Minnesota
World Trade Center, 30 Seventh Street East, St. Paul, MN 55101-4001
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CUSIP No. 928710201
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The principal business address of Robert D. Walter is Cardinal Health,
Inc. 7000 Cardinal Place, Dublin, OH 43017
(c) The principal business of Battelle is to provide science and technology
development services.
Dr. Douglas E. Olesen is the President and Chief Executive Officer of
Battelle
Dr. Richard C. Adams is the Senior Vice President and Chief Technology
Officer, Core Technology Department of Battelle
Jerome R. Bahlmann is the Senior Vice President for Administration,
General Counsel and Secretary of Battelle
Mark W. Kontos is Senior Vice President, Chief Financial Officer and
Treasurer of Battelle
Dr. William J. Madia is Executive Vice President, Department of Energy
Market Sector of Battelle
Dr. Benjamin G. Maiden is Senior Vice President and General Manager,
Chemical Products Market Sector of Battelle
Donald P. McConnell is Senior Vice President and General Manager,
Automotive Technology Market Sector
Richard D. Rosen is Senior Vice President and General Manager,
Pharmaceutical and Medical Products Market Sector
Robert W. Smith, Jr. is Senior Vice President, Organizational
Development
Dr. Merwyn R. VanderLind is Executive Vice President, Government Market
Sectors
John B. McCoy is the former President and Chief Executive Officer of
Bank One
William A. Anders is the former Chief Executive Officer and Chairman of
General Dynamics Corporation
Dr. Bernadine P. Healy is President and Chief Executive Officer of the
American Red Cross
Dr. John J. Hopfield is Professor of Molecular Biology at Princeton
University
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CUSIP No. 928710201
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W. George Meredith is the former Executive Vice President of 3M
Corporation
Robert D. Walter is Chairman and Chief Executive Officer of Cardinal
Health, Inc.
Dr. Morris Tanenbaum is the former Vice Chairman of the Board of AT&T
Corporation
Willis S. White, Jr. is the former Chairman of the Board of AEP
Company, Inc.
(d) During the last five years, neither Battelle nor any of the individuals
listed in Item 2(a) above have been convicted in a criminal proceeding.
(e) During the last five years, neither Battelle nor any of the individuals
listed in Item 2(a) above was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state
securities laws or finding any violations with respect to such laws.
(f) Each of the individuals listed in Item 2(a) above are United States
citizens.
ITEM 3. Source and Amount of Funds or Other Consideration
Battelle acquired 400,000 shares of Common Stock that were issued to it
upon entering into a Memorandum of Understanding with the Issuer. The
Memorandum of Understanding provided that in consideration for services
provided by Battelle to Issuer as outlined in a Technical Services
Agreement, Issuer would deliver 400,000 shares of common stock to
Battelle. As additional consideration for services provided by Battelle
to Issuer pursuant to the Technical Services Agreement, Issuer granted
to Battelle an option to purchase 450,000 shares of Issuer's common
stock at an exercise price of $3.00 per share, an option to purchase
450,000 shares of Issuer's common stock at an exercise price of $5.00
per share and an option to purchase 450,000 shares of Issuer's common
stock at an exercise price of $7.00 per share, exercisable for a period
of five years from June 19, 2000.
In conjunction with the issuance of its common stock to Battelle,
Issuer and Battelle entered into a Registration Rights Agreement
whereby Issuer granted piggy-back registration rights attaching to the
400,000 shares of common stock and to the aggregate 1,350,000 shares
subject to issuance upon exercise of stock options.
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CUSIP No. 928710201
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ITEM 4. Purpose of Transaction
Battelle received the shares listed in Item 3 as consideration for
services provided to the Issuer as outlined in the Technical Services
Agreement.
The securities referred to in Item 3 were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the Issuer and were not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.
ITEM 5. Interest in Securities of the Issuer
(a) Battelle owns 400,000 shares of the Issuer's common stock and has an
option to buy an aggregate of 1,350,000 shares of common stock of the
Issuer that are immediately exercisable, representing 41.7% of the
outstanding common stock of the Issuer.
None of the individuals listed in Item 2(a) above own any shares of the
Issuer's common stock.
(b) Battelle has sole power to vote and dispose of the shares listed in (a)
above.
(c) Battelle has had no other transactions in the Issuer's common stock in
the last sixty days.
None of the individuals listed in Item 2(a) above have had transactions
in the Issuer's common stock in the last sixty days.
(d) N/A.
(e) N/A.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Pursuant to the terms of the Memorandum of Understanding, as long as
Battelle owns a minimum of 400,000 common shares of the Issuer,
Battelle will have the right to participate in all meetings of the
Board of Directors of Issuer and to nominate a member of such Board of
Directors. Battelle has no present plans to nominate such member to the
Board of Directors of Issuer.
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CUSIP No. 928710201
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ITEM 7. Material to Be Filed as Exhibits
None
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.
BATTELLE MEMORIAL INSTITUTE
DATED: June 23, 2000 By: /s/ Jerome R. Bahlmann
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Jerome R. Bahlmann
Senior Vice President, General
Counsel and Secretary
