SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )1
BIOSYNTECH INC
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(Name of issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of class of securities)
09068L103
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(CUSIP number)
DAVID J. ADLER, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
February 29, 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 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.
(Continued on following pages)
(Page 1 of 8 Pages)
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1 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 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. 09068L103 13D Page 2 of 8 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AMINE SELMANI
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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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 ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
CANADA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 312,500
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
7,640,000
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9 SOLE DISPOSITIVE POWER
312,500
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10 SHARED DISPOSITIVE POWER
7,640,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,952,500
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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)
28.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 09068L103 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
9083-1496 QUEBEC INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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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 ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
QUEBEC, CANADA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
7,640,000
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,640,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,640,000
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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)
28.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 09068L103 13D Page 4 of 8 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MONIQUE JARRY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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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 ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
CANADA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,085,000
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,085,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,085,000
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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)
3.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 09068L103 13D Page 5 of 8 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D"):
Item 1. Security and Issuer
This statement relates to shares (the "Shares") of the common stock,
$0.01 par value per share ("Common Stock"), of BIOSYNTECH INC. (the "Issuer").
The principal executive offices of the Issuer are located at 475 Boulevard
Armand-Frappier, Laval, Quebec, H7V 4B3, Canada.
Item 2. Identity and Background
(a) This Statement is filed by Amine Selmani, Monique Jarry and
9083-1496 Quebec Inc.
9083-1496 Quebec Inc. is a holding company organized under the laws of
Quebec, all of the shares of which are owned by Amine Selmani. Mr. Selmani is
the sole officer and director of 9083-1496 Quebec Inc. Ms. Jarry is the spouse
of Mr. Selmani.
Each of the foregoing is referred to as a "Reporting Person" and
collectively they are referred to as the "Reporting Persons". The Reporting
Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is 475
Boulevard Armand- Frappier, Laval, Quebec, H7V 4B3, Canada.
(c) The principal occupation of Mr. Selmani is President of the
Issuer. The principal business of 9083-1496 Quebec Inc. is investing in the
securities of the Issuer. The principal occupation of Ms. Jarry is
the Chief Accountant of the Issuer.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Selmani and Ms. Jarry are citizens of Canada.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to an Amalgamation Agreement and related agreements, as
amended (the "Exchange Agreements"), dated February 15, 2000 among the Issuer,
its wholly-owned subsidiary, 9083-5661 Quebec Inc, a Quebec corporation (the
"Purchaser"), Bio Syntech Ltd. a Quebec corporation ("Bio Syntech"), and the
shareholders of Bio Syntech (the "Bio Syntech Shareholders"), on February 29,
2000, the Purchaser and
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CUSIP No. 09068L103 13D Page 6 of 8 Pages
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Bio Syntech were merged into one company under the name of Bio Syntech Canada
Inc. ("Bio Syntech Canada") as a result of which (i) the Issuer became the
record and beneficial owner of all of the issued and outstanding shares of Bio
Syntech Canada's Common Stock; and (ii) the Bio Syntech Shareholders were issued
exchangeable non-voting shares of Bio Syntech Canada's Preferred Stock (the "Bio
Syntech Class A Shares"), exchangeable on a one for one basis into a total of
15,177,036 shares of Common Stock (the "Issuer Exchange Shares"). The Issuer
Exchange Shares are held in trust under the terms of an Exchange and Voting
Agreement (the "Trust Agreement"), among the Issuer, the Trustee named therein,
Bio Syntech and the Purchaser. (The foregoing transactions are referred to
collectively hereafter as the "Transactions.")
The sole source of consideration for issuance to the Reporting Persons
of the Bio Syntech Canada Class A Shares was the exchange of the Bio Syntech
shares held by them. At such time as the Reporting Persons may exchange their
Bio Syntech Canada Class A Shares for Common Stock, the sole source of
consideration for the transfer to them of the Common Stock will be such Bio
Syntech Canada Class A Shares.
Item 4. Purpose of Transaction
The Issuer was formed to provide a method for a foreign or domestic
private company to combine with a company whose securities are registered under
the Securities Exchange Act of 1934, as amended. Prior to the Transactions, the
Issuer had no operations, revenues, material assets or liabilities. The Exchange
Agreements were structured to provide the Bio Syntech Shareholders with a
capital gain deferral under applicable Canadian tax laws, rules and regulations.
Bio Syntech Canada is a development stage company involved in the
development of biotherapeutic-delivery systems made of novel biomaterials to
enable or enhance the treatment of diseases or injuries for which therapies
exist or are under development but lack a proper system for the transport of the
remedy to its site of action.
No Reporting Person has any present plan or proposal that would relate
to or result in any of the matters set forth in subparagraphs (a) - (j) or Item
4 of Schedule 13D except as follows:
As a result of the Transactions, (i) the Board of Directors of the
Issuer now consists of the following persons: Amine Selmani, Denise N. Beaudry,
Pierre Alary, Jean-Yves Bourgeois and Pierre Ranger; and (ii) the officers of
the Issuer are: Amine Selmani, Chairman of the Board and President, and Lucie
Duval, Secretary and Treasurer.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of shares of Common Stock reported owned
by each person named herein is based upon 27,272,036 shares of Common Stock
outstanding, which is the total number of shares of Common Stock outstanding
after the Transactions, assuming the exchange of all of the issued and
outstanding Bio Syntech Canada Class A Shares for shares of Common Stock.
Through the Trustee under the Trust Agreement, each holder of Bio
Syntech Canada Class A Shares, including the Reporting Persons, has the right to
direct the vote of that number of shares of Common Stock for which its Bio
Syntech Canada Class
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CUSIP No. 09068L103 13D Page 7 of 8 Pages
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A Shares are exchangeable. At such time as such holders, including the Reporting
Persons, may exchange their Bio Syntech Canada Class A Shares for shares of
Common Stock, they will have the right to direct the disposition of such Common
Stock.
9083-1496 Quebec Inc. beneficially owns 7,640,000 Bio Syntech Canada
Class A Shares, which are exchangeable into shares of Common Stock on a one for
one basis. The shares of Common Stock that would be received in the exchange
constitute approximately 28.0% of the Common Stock outstanding.
Mr. Selmani does not own directly any Bio Syntech Canada Class A Shares
or Common Stock. However, by virtue of his ownership of 9083-1496 Quebec Inc.,
Mr. Selmani has shared voting and dispositive power with respect to the
7,640,000 Bio Syntech Canada Class A Shares owned by 9083-1496 Quebec Inc. Mr.
Selmani also may be deemed the beneficial owner of 312,500 Bio Syntech Canada
Class A Shares, subject to options, which would be exchangeable into shares of
Common Stock on a one for one basis. Accordingly, Mr. Selmani may be deemed the
beneficial owner of an aggregate of 7,952,500 shares of Common Stock,
constituting approximately 28.8% of the Common Stock outstanding.
Ms. Jarry beneficially owns 885,000 Bio Syntech Canada Class A Shares,
which would be exchangeable into shares of Common Stock on a one for one basis.
Ms. Jarry also may be deemed the beneficial owner of 200,000 Bio Syntech Canada
Class A Shares, subject to options, which would be exchangeable into shares of
Common Stock on a one for one basis. Accordingly, Ms. Jarry may be deemed the
beneficial owner of an aggregate of 1,085,000 shares of Common Stock,
constituting approximately 3.9% of the Common Stock outstanding.
(b) Mr. Selmani has sole voting and dispositive power over the shares
subject to the option held by him. He shares with 9083-1496 Quebec Inc. voting
and dispositive power over the shares held by it. Ms. Jarry has sole voting and
dispositive power over the shares held by her and the shares subject to the
option held by her.
(c) Except as reported in Item 2 hereof, there were no transactions in
the Common Stock by the Reporting Persons in the last sixty days.
(d) No person other than the Reporting Persons has the right to
receive, or the power to direct the receipt of dividends from or proceeds from
the sale of, the Shares.
(e) Not applicable.
6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Other than as described herein, there are no contracts, arrangements or
understandings among the Reporting Persons, or between the Reporting Persons and
any other Person, with respect to the securities of the Issuer.
7. Material to be Filed as Exhibits
Not applicable.
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CUSIP No. 09068L103 13D Page 8 of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of his/her/its
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: March 9, 2000
/s/ AMINE SELMANI
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AMINE SELMANI
/s/ MONIQUE JARRY
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MONIQUE JARRY
9083-1496 QUEBEC INC.
By: /s/ Amine Selmani
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Amine Selmani, President
