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Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
BIOSPHERICS INCORPORATED
------------------------
(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
090662107
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(CUSIP Number)
Gary S. Kaminsky
c/o Rose Glen Capital Management, L.P.
251 St. Asaphs Rd.
3 Bala Plaza - East
Bala Cynwyd, PA 19004
-----------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 12, 1997
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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. / /
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CUSIP NUMBER: 090662107 PAGE 2 OF 9 PAGES
_______________________________________________________________________________
1) Names of Reporting Persons; S.S. or I.R.S. Identification
RGC International Investors, LDC
_______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
(b) N/A
_______________________________________________________________________________
3) SEC Use Only
_______________________________________________________________________________
4) Source of Funds (See Instructions) WC
_______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) N/A
_______________________________________________________________________________
6) Citizenship or Place of Organization Cayman Islands
_______________________________________________________________________________
Number of 7) Sole Voting Power 881,999
Shares _______________________________________________________
Beneficially
Owned by 8) Shared Voting Power
Each Reporting _______________________________________________________
Person With
9) Sole Dispositive Power 881,999
_______________________________________________________
10) Shared Dispositive Power
_______________________________________________________________________________
11) Aggregate Amount Beneficially 881,999
Owned by Each Reporting Person
_______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) N/A
_______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11) 9.9%
_______________________________________________________________________________
14) Type of Reporting Persons (See Instructions) OO
_______________________________________________________________________________
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CUSIP NUMBER: 090662107 PAGE 3 OF 9 PAGES
_______________________________________________________________________________
1) Names of Reporting Persons; S.S. or I.R.S. Identification
Rose Glen Capital Management, L.P.
_______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
(b) N/A
_______________________________________________________________________________
3) SEC Use Only
_______________________________________________________________________________
4) Source of Funds (See Instructions) AF
_______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) N/A
_______________________________________________________________________________
6) Citizenship or Place of Organization Delaware
_______________________________________________________________________________
Number of 7) Sole Voting Power 881,999
Shares _______________________________________________________
Beneficially
Owned by 8) Shared Voting Power
Each Reporting _______________________________________________________
Person With
9) Sole Dispositive Power 881,999
_______________________________________________________
10) Shared Dispositive Power
_______________________________________________________________________________
11) Aggregate Amount Beneficially 881,999
Owned by Each Reporting Person
_______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) N/A
_______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11) 9.9%
_______________________________________________________________________________
14) Type of Reporting Persons (See Instructions) PN
_______________________________________________________________________________
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CUSIP NUMBER: 090662107 PAGE 4 OF 9 PAGES
_______________________________________________________________________________
1) Names of Reporting Persons; S.S. or I.R.S. Identification
RGC General Partner Corp.
_______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
(b) N/A
_______________________________________________________________________________
3) SEC Use Only
_______________________________________________________________________________
4) Source of Funds (See Instructions) AF
_______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) N/A
_______________________________________________________________________________
6) Citizenship or Place of Organization Delaware
_______________________________________________________________________________
Number of 7) Sole Voting Power 881,999
Shares _______________________________________________________
Beneficially
Owned by 8) Shared Voting Power
Each Reporting _______________________________________________________
Person With
9) Sole Dispositive Power 881,999
_______________________________________________________
10) Shared Dispositive Power
_______________________________________________________________________________
11) Aggregate Amount Beneficially 881,999
Owned by Each Reporting Person
_______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) N/A
_______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11) 9.9%
_______________________________________________________________________________
14) Type of Reporting Persons (See Instructions) CO
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CUSIP NUMBER: 090662107 PAGE 5 OF 9 PAGES
ITEM 1. SECURITY AND ISSUER
The securities to which this Schedule 13D relates are the common stock,
$.01 par value (the "Common Stock") of BIOSPHERICS INCORPORATED (the
"Issuer"). The address of the Issuer's principal executive offices is 12501
Indian Creek Court, Beltsville, Maryland 20705
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed on behalf of the following persons (the
"Filers"):
(1) RGC International Investors, LDC, a Cayman Islands limited
duration company ("RGC");
(2) Rose Glen Capital Management, L.P., a Delaware limited
partnership ("Rose Glen"); and
(3) RGC General Partner Corp., a Delaware corporation ("Partner").
Each of Rose Glen and Partner shall be collectively referred to as
the "RGC Affiliates."
RGC is a private investment fund. Rose Glen is the investment
manager of RGC and Partner is the general partner of Rose Glen. The Common
Stock to which this Schedule 13D relates is owned by RGC.
The business address for each of the RGC Affiliates is 251 St.
Asaphs Road, Suite 200, 3 Bala Plaza - East, Bala Cynwyd, Pennsylvania 19004.
The business address for RGC is c/o Olympia Capital (Cayman) Ltd., Williams
House, 20 Reid Street, Hamilton HM11, Bermuda.
RGC has granted to Rose Glen, as investment manager, the sole power
to manage RGC's investments. The name, residence or business address,
principal occupation or employment and citizenship of each of the executive
officers of the RGC Affiliates are set forth in the table on Schedule A
hereto.
During the past five years, none of RGC, the RGC Affiliates or the
persons named in the table on Schedule A has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, none of RGC, the RGC Affiliates or the
persons named in the table on Schedule A has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which it 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.
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CUSIP NUMBER: 090662107 PAGE 6 OF 9 PAGES
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a Securities Purchase Agreement dated December 12, 1997 by
and among Issuer and RGC (the "Securities Purchase Agreement"), RGC purchased
375,000 Units from Issuer at a purchase price of $8.00 per Unit for an
aggregate purchase price of $3,000,000. Each Unit consists of 2 shares of
Common Stock and two warrants to acquire one share of Common Stock each at
exercise prices of $4.00 and $4.50 per share, respectively (the "Warrants").
The purchase price was paid in cash from the working capital of RGC.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock and Warrants acquired by RGC pursuant to the
Securities Purchase Agreement have been acquired solely for the purpose of
investment, and not with a view to acquiring control of the Issuer.
None of RGC or the RGC Affiliates or any person identified on Schedule A
has any plans or proposals which relate to or would result in: (a) the
acquisition by the Filers of additional securities of the issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (d) any change in
the present board of directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material
change in the Issuer's business or corporate structure; (g) changes in the
Issuer's charter, bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) RGC owns, and Rose Glen as investment manager of RGC and Partner as
general partner of Rose Glen beneficially own, 881,999 shares of Common Stock
or approximately 9.9% of the outstanding shares of the Issuer. The total
number of shares of Common stock beneficially owned by the Filers includes
(i) 750,000 shares of Common Stock and (ii) 131,999 shares of Common Stock
that are currently issuable within 60 days of the date hereof upon exercise
of Warrants to purchase 750,000 shares of Common Stock. The Warrants are
only exercisable to the extent that the number of shares of Common Stock
issuable upon exercise of the Warrants together with all other shares of the
Common Stock beneficially owned by RGC and its affiliates would not exceed
9.9% of the then outstanding Common Stock of the Issuer.
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CUSIP NUMBER: 090662107 PAGE 7 OF 9 PAGES
As a result, as of the date hereof, the Warrants are exercisable into a
maximum of 131,999 shares of Common Stock.
(b) Each of RGC and the RGC Affiliates has sole power to vote and to
dispose of the shares indicated.
(c) Except as set forth in Item 3 neither RGC nor any of the RGC
Affiliates, and, to the best of the knowledge of RGC and the RGC Affiliates,
none of the persons named in Schedule A hereto, have effected any transaction
in the Common Stock during the sixty days ending on December 12, 1997,
the date of the transaction requiring the filing of this statement on
Schedule 13D.
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Securities held by the Filers include two Warrants to acquire up to
an aggregate of 750,000 common shares of Issuer which are represented by
warrant certificates. The Warrants are exercisable only to the extent that
the number of shares of Common Stock issuable upon exercise of the Warrants
together with all other shares of the Common Stock beneficially owned by the
holder of the Warrants and its affiliates would not exceed 9.9% of the then
outstanding Common Stock of the Issuer. The 9.9% limitation referred to in
the immediately preceding sentence is waivable with 90 days advance written
notice (with such waiver taking effect upon the expiration of the 90 day
period following delivery of notice). Except as limited by the foregoing,
the Warrants are exercisable at any time at exercise prices of $4.00 and
$4.50, respectively, and expire three years after the date of issuance. A
copy of the form of each of the Warrants are included as Exhibits A and B.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Form of Warrant (Exhibit A-1 to Securities Purchase Agreement)
incorporated herein by reference to Exhibit 10.2 of the Issuer's
Form 8-K filed December 18, 1997.
Exhibit B Form of Warrant (Exhibit A-2 to Securities Purchase Agreement)
incorporated herein by reference to Exhibit 10.3 of the Issuer's
Form 8-K filed December 18, 1997.
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CUSIP NUMBER: 090662107 PAGE 8 OF 9 PAGES
SIGNATURES
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: December 22, 1997.
RGC INTERNATIONAL INVESTORS, LDC
By: Rose Glen Capital Management, L.P.
By: RGC General Partner Corp.
By: /s/ Wayne D. Bloch
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Wayne D. Bloch
Managing Director
ROSE GLEN CAPITAL MANAGEMENT, L.P.
By: RGC General Partner Corp.
By: /s/ Wayne D. Bloch
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Wayne D. Bloch
Managing Director
RGC GENERAL PARTNER CORP.
By: /s/ Wayne D. Bloch
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Wayne D. Bloch
Managing Director
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. Section 1001)
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CUSIP NUMBER: 090662107 PAGE 9 OF 9 PAGES
SCHEDULE A
The name, citizenship and principal occupation or employment of each
executive officer of the RGC Affiliates are set forth below. The business
address of the above listed persons is 251 St. Asaphs Road, Suite 200, 3 Bala
Plaza-East, Bala Cynwyd, Pennsylvania 19004.
<TABLE>
<S> <C> <C>
Name and Position Citizenship Principal Occupation or Employment
- ----------------- ----------- ----------------------------------
Wayne D. Bloch United States Managing Director - Rose Glen Capital Group, Inc.*
Gary S. Kaminsky United States Managing Director - Rose Glen Capital Group, Inc.*
Steven B. Katznelson Canada Managing Director - Rose Glen Capital Group, Inc.*
</TABLE>
RGC is governed by a board of directors consisting of Messrs. Bloch, Kaminsky
and Katznelson and three additional persons who are affiliates of RGC's
administrator, Olympia Capital (Cayman) Ltd. RGC's board of directors has
granted to Rose Glen, as investment manager, the sole power to manage RGC's
portfolio of investments.
* Rose Glen Capital Group, Inc. is under common control with the RGC
Affiliates, but otherwise has no ownership interest in or control of such
entities. Messrs. Bloch, Kaminsky and Katznelson own all of the
outstanding capital stock of Partner, are the sole officers and directors
of Partner and are parties to a shareholders agreement pursuant to which
they collectively control Partner. Through Partner, Messrs. Bloch,
Kaminsky and Katznelson control Rose Glen.
