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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bio-Technology General Corp.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
090578 10 5
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(CUSIP Number)
Sim Fass, President and Chief Executive Officer, Bio-Cardia Corporation
c/o Bio-Technology General Corp., 70 Wood Avenue South,
Iselin, NJ 08830; Telephone (908) 632-8800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 29, 1995
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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 the 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 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 ("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).
<PAGE>
SCHEDULE 13D
CUSIP No.090578 10 5 Page 2 of 12 Pages
(1) NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bio-Cardia Corporation; EIN 22-3261673
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) |X|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(7) SOLE VOTING POWER 0
(8) SHARED VOTING POWER
(9) SOLE DISPOSITIVE POWER 0
(10) SHARED DISPOSITIVE POWER
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
This Amendment No. 1 to the Schedule 13D originally filed with the
Securities and Exchange Commission in November 1994 (the "Schedule 13D") is
being filed on behalf of Bio-Cardia Corporation ("Bio-Cardia"), a Delaware
corporation. The business address of Bio-Cardia is c/o Bio-Technology General
Corp., 70 Wood Avenue South, Iselin, New Jersey 08830.
Item 1. Security and Issuer
Item 1 is hereby amended to read in its entirety as follows:
This Statement relates to the common stock, $.01 par value per share (the
"Common Stock"), of Bio-Technology General Corp. (the "Issuer"). The Issuer's
principal executive offices are located at 70 Wood Avenue South, Iselin, New
Jersey 08830.
Item 2. Identity and Background
Item 2 is hereby amended to read in its entirety as follows:
NAME:
See Item 1 of the cover page of this Schedule 13D for the name of the
reporting person.
The following persons are executive officers, directors or controlling
persons of Bio-Cardia (the "Executive Officers and Directors"):
Digby W. Barrios
Edmond Sonnenblick
Ralph L. Nachman
John P. White
Sim Fass
Marian Gorecki
David Haselkorn
Nadim Y. Kassem
Yehuda Sternlicht
STATE OF ORGANIZATION OR CITIZENSHIP:
See Item 6 of the cover page of this Schedule 13D for the state of
organization of the reporting person.
All of the Executive Officers and Directors are citizens of the United
States, except for Marian Gorecki, David Haselkorn and Yehuda Sternlicht, who
are each citizens of Israel.
3
<PAGE>
ADDRESS OF PRINCIPAL BUSINESS OR RESIDENCE:
For: Bio-Cardia Corporation
c/o Bio-Technology General Corp.
70 Wood Avenue South
Iselin, New Jersey 08830
For: Digby W. Barrios
57 Main Street
Ridgefield, CT 06877
For: Edmond Sonnenblick
Albert Einstein College of Medicine
1300 Morris Park Avenue
Bronx, New York 10461
For: Ralph L. Nachman
Cornell University Medical College
1300 York Avenue
New York, New York 10021
For: John P. White
Cooper & Dunham
30 Rockefeller Plaza
New York, New York 10112
For: Sim Fass
Nadim Y. Kassem
Bio-Technology General Corp.
70 Wood Avenue South
Iselin, New Jersey 08830
For: Marian Gorecki
David Haselkorn
Yehuda Sternlicht
Bio-Technology General (Israel) Ltd.
Kiryat Weizmann, Rehovot
Israel 76326
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<PAGE>
ADDRESS OF PRINCIPAL OFFICE:
See "Address of Principal Business or Residence" listed above in this Item
2 for the address of the principal office of the reporting person and of the
Executive Officers and Directors.
PRINCIPAL BUSINESS OR OCCUPATION:
Bio-Cardia's principal business was the research, development, testing and
commercialization of products focusing on cardiovascular diseases and pulmonary
diseases affecting premature newborns using technology licensed by the Issuer to
Bio-Cardia. The Issuer terminated its license to Bio-Cardia on December 31,
1995.
The following are the present principal occupations or employments of each
of the Executive Officers and Directors:
Digby W. Barrios is retired and is a director of Bio-Cardia.
Edmond Sonnenblick is employed as Chief, Division of Cardiology,
Department of Medicine, at the Albert Einstein College of Medicine. He
is also a director of Bio-Cardia.
Ralph L. Nachman is the Chairman, Department of Medicine, at Cornell
University Medical College and is Physician-in-Chief, at The New York
Hospital. He is a director of Bio-Cardia.
John P. White is a partner of Cooper & Dunham, a law firm of patent
attorneys. He is a director of Bio-Cardia.
Sim Fass is the President and Chief Executive Officer of Bio-Cardia and
the President and Chief Executive Officer of the Issuer. He is also a
director of the Issuer.
Marian Gorecki is the Senior Vice President, Research and Development
of Bio-Cardia and is the Senior Vice President, Chief Technical Officer
of the Issuer.
David Haselkorn is the Senior Vice President, Chief Operating Officer
of Bio-Cardia and Senior Vice President and Chief Operating Officer of
the Issuer.
Nadim Y. Kassem is the Senior Vice President - Chief Medical Officer of
Bio-Cardia and the Senior Vice President - Chief Medical Officer of the
Issuer.
Yehuda Sternlicht is Chief Financial Officer and Treasurer of
Bio-Cardia and Chief Financial Officer of the Issuer.
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<PAGE>
NO CONVICTION IN CRIMINAL PROCEEDINGS:
The reporting person and the Executive Officers and Directors have not been
convicted in any criminal proceeding during the last five years.
NO SECURITIES LAWS VIOLATIONS:
The reporting person and the Executive Officers and Directors have not been
subject, during the last five years, to any 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 as a result of civil proceedings.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
Pursuant to the Agreement described in Item 5, on December 29, 1995 the
reporting person transferred to the issuer all of the warrants to purchase
common stock of the issuer (the "Warrants") that it owned in partial
satisfaction of indebtedness owed to the issuer.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
The issuer and the reporting person entered into the agreement described in
Item 5, pursuant to which the reporting person sold the warrants to the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to read in its entirety as follows:
(a) None
(b) None
(c) Pursuant to the Agreement, dated as of December 29, 1995, by and among
Bio-Technology General Corp., Bio-Cardia Corporation and
Bio-Technology General (Israel) Ltd. (the "Agreement") the reporting
person agreed to transfer the warrants (the "Warrants") to purchase
2,670,000 shares of common stock to the issuer in partial satisfaction
of amounts owed to the issuer. The last closing bid price of the
Warrants on December 29, 1995 was $1,375 per Warrant.
(d) None
(e) December 29, 1995
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
1. Agreement, dated as of December 29, 1995, by and among Bio-Technology
General Corp., Bio-Cardia Corporation and Bio-Technology General (Israel) Ltd.
7
<PAGE>
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.
Dated: March 25, 1996
BIO-CARDIA CORPORATION
By: /s/ SIM FASS
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Sim Fass
President and Chief Executive Officer
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EXHIBIT 1
AGREEMENT
AGREEMENT, dated as of December 29, 1995, by and among Bio-Technology
General Corp. ("BTG"), a Delaware corporation, Bio-Cardia Corporation
("Bio-Cardia"), a Delaware corporation, and Bio-Technology General (Israel) Ltd.
("BTG Israel"), a corporation formed under the laws of the State of Israel.
WHEREAS, BTG and Bio-Cardia are parties to a Technology License Agreement
dated as of December 31, 1993 (the "Technology License Agreement"), pursuant to
which BTG granted a license under certain patent rights and technology (the
"Licensed Technology") for the purpose of allowing Bio-Cardia to develop and
market certain products; and
WHEREAS, BTG and Bio-Cardia are parties to a Research and Development
Agreement dated as of December 31, 1993 (the "Research and Development
Agreement"), pursuant to which BTG was engaged to perform research and
development activities on behalf of Bio-Cardia relating to the Licensed
Technology; and
WHEREAS, BTG and Bio-Cardia are parties to a Services Agreement dated as of
December 31, 1993 (the "Services Agreement"), pursuant to which BTG agreed to
provide certain services, including accounting, financial, legal and
administrative services to Bio-Cardia; and
WHEREAS, BTG and Bio-Cardia are parties to a Marketing Option Agreement
dated as of December 31, 1993 (the "Marketing Option Agreement"), pursuant to
which Bio-Cardia granted to BTG an option to market and sell products (the
"Products") derived from the Licensed Technology; and
WHEREAS, BTG Israel and Bio-Cardia are parties to a Supply Agreement dated
as of December 31, 1993 (the "Supply Agreement"), pursuant to which Bio-Cardia
engaged BTG Israel to manufacture Products; and
WHEREAS, in order to fund development of the Products and Bio-Cardia's
obligations to BTG under the Technology License Agreement and the Research and
Development Agreement, Bio-Cardia sold shares of its common stock at a purchase
price per share of $25,000, of which $3,750 was paid in cash at closing and the
remainder was paid with a promissory note (the "Investor Note") due in five
installments over a period of three years; and
WHEREAS, simultaneous and in conjunction with Bio-Cardia's sale of stock,
BTG issued to each Bio-Cardia stockholder warrants to purchase 3,750 shares of
BTG Common Stock (the "Warrants") for each share of Bio-Cardia stock purchased
in consideration for such stockholders grant to BTG of an irrevocable option to
<PAGE>
purchase such stockholder's Bio-Cardia stock at any time on or prior to
December 31, 1997; and
WHEREAS, due to payment defaults by certain stockholders of Bio-Cardia
under their Investor Notes, Bio-Cardia was unable to meet its obligations to BTG
under the Technology License Agreement and the Research and Development
Agreement; and
WHEREAS, following such default, BTG continued to fund research and
development in respect of the Products, and provided Bio-Cardia with funds to
meet its operating expenses and to consummate an exchange offer with its
non-defaulting stockholders; and
WHEREAS, during October 1994, Bio-Cardia received, pursuant to settlements
with certain of its defaulting stockholders, Warrants to purchase 2,670,000
shares of BTG common stock at an exercise price of $5.49 per share (the
"Surrendered Warrants"); and
WHEREAS, in 1995 Bio-Cardia reached settlements with all of its other
stockholders who had outstanding Investor Notes, which settlements resulted in
cancellation of such Investor Notes; and
WHEREAS, at December 29, 1995, there was due to BTG from Bio-Cardia in
excess of $7,000,000 for research and development performed by BTG on behalf of
Bio-Cardia during 1994 and 1995 and for product purchases and advances for
general and administrative expenses; and
WHEREAS, Bio-Cardia is in default under its obligations under the
Technology License Agreement and the Research and Development Agreement; and
WHEREAS, the parties hereto wish to terminate their relationship under each
of the Technology License Agreement, Research and Development Agreement,
Marketing Option Agreement and the Supply Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto intending to be legally bound hereby
acknowledge and agree as follows:
1. Bio-Cardia hereby sells, assigns, transfers and delivers to BTG all
right, title and interest in and to the Surrendered Warrants, the Program
Technology (as defined in the Technology License Agreement) and the Improvements
(as defined in the Technology License Agreement), free and clear of all liens,
in partial satisfaction of amounts owed to BTG under the Research and
Development Agreement.
2. BTG and Bio-Cardia hereby agree that the Technology License Agreement,
Research and Development Agreement, Marketing Option Agreement and Services
Agreement are hereby terminated effective as of December 29, 1995.
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<PAGE>
Notwithstanding Section 8.4 of the Research and Development Agreement, no
portions of any of these agreements shall survive, except that Section 4.02 of
the Technology License Agreement and Section 5 of the Research and Development
Agreement, each of which relates to the treatment of confidential information,
shall survive the termination of such agreements. Nothing in this Section 2 is
intended to cancel any amounts due from Bio-Cardia to BTG.
3. As a result of the termination of the Research and Development
Agreement, the parties hereto agree that all right, title and interest in and to
the Base Technology (as defined in the Technology License Agreement) reverts to
BTG.
4. Bio-Cardia and BTG Israel hereby agree that the Supply Agreement is
terminated effective as of December 29, 1995. Notwithstanding Section 8.5
thereof, no portions of the Supply Agreement shall survive the termination of
the agreement, except that the obligations in Section 9 thereof, which relate to
the treatment of confidential information, shall survive and not be effected by
the termination of the Supply Agreement.
5. That each of BTG and Bio-Cardia, for itself and its subsidiaries and
their respective affiliates, predecessors, successors and assigns, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby releases, remises, forever discharges and covenants not to
sue the other, their subsidiaries or affiliates, directors, officers, employees,
predecessors, successors and assigns, from or in respect of any and all actions,
causes of action, suits, debts, dues, sums of money, accounts, covenants,
contracts, controversies, agreements, promises, damages, judgments and claims
(including, without limitation, claims for litigation costs and attorneys' fees,
expenses and disbursements), executions and demands whatsoever, in law,
admiralty or equity, regardless of whether known or unknown at present, which it
ever had, now has or hereafter can, shall or may have, for, upon or by reason of
any matter, cause or thing whatsoever from the beginning of the world to the
date hereof.
That each of BTG and Bio-Cardia and its subsidiaries and their respective
affiliates, predecessors, successors and assigns may have sustained damages,
expenses or losses which are presently unknown or not suspected and that such
damages, expenses or losses, if any, may give rise to additional damages,
expenses or losses in the future which are not now anticipated. Each of BTG and
Bio-Cardia, for itself and its subsidiaries and their respective affiliates,
predecessors, successors and assigns, hereby expressly waives any and all rights
that it or they may have had under any statute or common law principle which
would limit the effect of the foregoing release to those claims actually known
or suspected to exist at the time of execution of the foregoing release.
Notwithstanding the foregoing, nothing in this Section 5 is intended to
limit BTG's ability to take any and all actions necessary to collect sums owed
to BTG prior to the date of this Agreement.
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<PAGE>
6. This Agreement shall be governed in all respects by the laws of the
State of New York, without application of the conflicts of laws principles
thereof.
7. This Agreement contains the entire agreement of the parties with respect
to the subject matter hereof, supersedes all prior agreements, both written or
oral, between the parties with respect to the subject matter hereof.
8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of December 29, 1995.
BIO-TECHNOLOGY GENERAL CORP.
/s/ YEHUDA STERNLICHT
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By:
BIO-CARDIA CORPORATION
/s/ SIM FASS
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By:
BIO-TECHNOLOGY GENERAL (ISRAEL) LTD.
/s/ DAVID HASELKORN
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By:
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