SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PharmaKinetics Laboratories, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
717131 10 6
-----------------------------
(CUSIP Number)
Leslie B. Daniels
CAI Advisors & Co.
767 Fifth Avenue, 5th Floor
New York, NY 10153
(212) 319-2525
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
November 3, 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 [ ].
Check the following box if a fee is being paid with this statement.| | (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
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).
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SCHEDULE 13D
CUSIP No.
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAI Advisors & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
2,750,000
9 SOLE DISPOSITIVE POWER
0**
10 SHARED DISPOSITIVE POWER
2,750,000**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,750,000**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
18.4**
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
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SCHEDULE 13D
CUSIP No.
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aster-Cephac
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
2,750,000
9 SOLE DISPOSITIVE POWER
0**
10 SHARED DISPOSITIVE POWER
2,750,000**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,750,000**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
18.4**
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
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Item 1. Security and Issuer.
This Statement relates to 2,750,000 shares of the common stock, par
value $0.001 per share (the "Common Stock"), of PharmaKinetics Laboratories,
Inc., a Maryland corporation (the "Company"). The Company's principal executive
offices are located at 302 West Fayette Street, Baltimore, Maryland 21201.
Item 2. Identity and Background.
Pursuant to Rule 13d-1(f) of Regulation 13D of the General Rules and
Regulations under the Securities Exchange Act of 1934 (the "Act"), this
Statement is being filed by CAI Advisors & Co. ("CAI") and Aster-Cephac
("Aster"). The foregoing entities are hereinafter referred to as the "Reporting
Persons." The Reporting Persons are making this single joint filing pursuant to
Rule 13d-1(f)(1).
CAI is a partnership organized under the laws of Quebec, Canada having
its principal executive offices located at 767 Fifth Avenue, 5th Floor, New
York, NY 10153. CAI and its affiliates are investment funds that make
investments in the contract research organization, pharmaceutical and related
industries. A list of the managing partners of CAI is attached as Schedule 1.
Aster is a French corporation, affiliated with CAI, with its principal
executive offices located at 3 et 5 rue Eugene Millon, 75015 Paris, France.
Aster is a contract research organization serving the pharmaceutical industry. A
list of the executive officers and directors of Aster is attached as Schedule 2.
During the last five years, neither Reporting Person nor any partner,
executive officer or director of either Reporting Person, to the knowledge of
either Reporting Person, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a 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.
The information with respect to a particular Reporting Person contained
in this Schedule 13D is given solely by such Reporting Person and the other
Reporting Person has no responsibility for the accuracy or completeness of
information supplied by such Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used to purchase the Common Stock would consist of
working capital of the Reporting Persons. The amount of funds required to
purchase the Common Stock, or the aggregate exercise price of the Contingent
Warrants described in Item 4, would be $1.65 million.
Item 4. Purpose of Transaction.
The purpose of the acquisition of securities of the Company by the
Reporting Persons is for investment and to facilitate a strategic partnership
between Aster and the Company. Except as discussed in this Item 4, neither
Reporting Person currently has any plan or proposal that relates to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
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On October 24, 1997, the Company entered into an agreement in principle
(the "Agreement") with the Reporting Persons. The Agreement contemplates that
the Company will sell to the Reporting Persons and their assigns Preferred Stock
convertible into 8,333,000 shares of Common Stock (the "Shares") and warrants to
purchase 6,250,000 shares of Common Stock at an exercise price of $1.20 per
share (the "Warrants") for an aggregate purchase price of $5 million. The
Agreement further contemplates that the Reporting Persons will have the right to
representation on the Company's Board of Directors. In the event that the
Company fails to consummate the sale of the Shares and Warrants by December 31,
1997 (or such later date as may be agreed upon by the parties), the Agreement
provides that the Company will issue to the Reporting Persons, for no additional
consideration, warrants to purchase 2,750,000 shares of Common Stock at an
exercise price of $.60 per share (the "Contingent Warrants").
The purpose of this Schedule 13D is to disclose the interest of the
Reporting Persons in the 2,750,000 shares of Common Stock underlying the
Contingent Warrants. The Reporting Persons will file an amendment to this
Schedule 13D following execution of a definitive agreement relating to the sale
of the Shares and the Warrants. Assuming consummation of the sale of the Shares
and the Warrants, the Reporting Persons would acquire beneficial ownership of
approximately 41% of the Company's voting securities assuming the Warrants are
not exercised, or approximately 54% of the Company's voting securities assuming
the Warrants are exercised.
Item 5. Interest in Securities of the Company.
In accordance with Rules 13d-3(d)(1)(i) and 13d-5(b)(1) under the
Securities Act of 1933, as amended, each of CAI and Aster may be deemed to
beneficially own 2,750,000 shares of Common Stock, or 18.4% of the Company's
outstanding Common Stock. CAI and Aster would share voting and investment power
with respect to all of such shares.
Neither Reporting Person nor any partner, executive officer or director
of either Reporting Person, to the knowledge of either Reporting Person, had
purchased any of the Company's securities during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
None except as disclosed in Item 4.
Item 7. Material to be Filed as Exhibits.
The Letter of Intent between the Reporting Persons and the Company will
be filed by amendment to this Schedule 13D.
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Signatures
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: November 13, 1996
CAI ADVISORS & CO.
/S/ LESLIE B. DANIELS
By:
Name: Leslie B. Daniels
Title: Partner
ASTER-CEPHAC
/S/ LESLIE B. DANIELS
By:
Name: Leslie B. Daniels
Title: Director
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SCHEDULE 1
MANAGING PARTNERS OF CAI ADVISORS & CO.
NAME ADDRESS CITIZENSHIP
Mr. Richard J. Schmeelk CAI Advisors & Co. U.S.
767 Fifth Avenue, 5th Floor
New York, NY 10153
Mr. Peter M. Gottsegen CAI Advisors & Co. U.S.
767 Fifth Avenue, 5th Floor
New York, NY 10153
Mr. Leslie B. Daniels CAI Advisors & Co. U.S.
767 Fifth Avenue, 5th Floor
New York, NY 10153
Mr. Peter G. Restler CAI Advisors & Co. U.S.
767 Fifth Avenue, 5th Floor
New York, NY 10153
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SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS OF ASTER o CEPHAC
NAME ADDRESS CITIZENSHIP
Mr. Jean Jacques Thebault Aster o Cephac French
3 et 5 rue Eugene Millon
75015 Paris France
Mr. David M. Culver CAI Capital Corporation Canadian
3429 Drummon Street
Suite 200
Montreal, Quebec H3G 1X6
Mr. Leslie B. Daniels CAI Advisors & Co. U.S.
767 Fifth Avenue, 5th Floor
New York, NY 10153
Mr. David von Kauffmann CAI Capital Corporation French
46 rue Paul Valery
75016 Paris France
Mr. Jean Francois Aster o Cephac French
3 et 5 rue Eugene Millon
75015 Paris France
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