<PAGE>
IN ACCORDANCE WITH RULE 201 OF REGULATION S-T, THIS SCHEDULE 13G/A IS
BEING FILED IN PAPER PURSUANT TO A TEMPORARY HARDSHIP EXEMPTION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
Biomatrix, Inc.
-------------------------
(Name of Issuer)
Common Stock - $.0001 Par Value
------------------------------------------
(Title or Class of Securities)
09060P-10-2
----------------------
(CUSIP Number)
- ------------------
(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 the disclosures provided in a prior cover page.
The information required in 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>
CUSIP No. 09060P-10-2 13G Page 2 of 5 Pages
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Janet L. Denlinger
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) //
(b) //
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The United States of America
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,099,085 (see Item 4(a))
---------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH ---------------------------------------------
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
1,099,085 (see Item 4(a))
---------------------------------------------
8 SHARED DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,085 (see Item 4(a))
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) /x/
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
- -------------------------------------------------------------------------------
<PAGE>
Page 3 of 5 Pages
ITEM 1(a). Name of Issuer:
Biomatrix, Inc., a Delaware corporation (the "Company").
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The principal executive office of the Company is located at 65 Railroad Avenue,
Ridgefield, New Jersey 07657.
ITEM 2(a). Name of PERSON FILING:
This statement is filed by Janet L. Denlinger.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the person filing is 65 Railroad Avenue, Ridgefield, New Jersey
07657.
ITEM 2(c). CITIZENSHIP:
The Citizenship of the person filing is The United States of America.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
This statement relates to the Company's Common Stock, $.0001 par value per
share.
ITEM 2(e). CUSIP Number:
The CUSIP number for the Company's Common Stock is 09060P-10-2.
<PAGE>
Page 4 of 5 Pages
ITEM 3. If this Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b),
Check Whether the Person Filing is a:
Not applicable; filed pursuant to Rule 13d-1(c).
(a) // Broker or dealer registered under Section 15 of the Act.
(b) // Bank as defined in Section 3(a)(6) of the Act.
(c) // Insurance Company as defined in Section 3(a)(19) of the Act.
(d) // Investment Company registered under Section 8 of the Investment
Company Act.
(e) // Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
(f) // Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee
Retirement Income Security Act of 1974 or Endowment Fund;
see 13d-1(b)(1)(ii)(F).
(g) // Parent Holding Company, in accordance with Rule 13d-1(b)
(1)(ii)(G); see Item 7.
(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4. OWNERSHIP:
(a) Amount beneficially owned: 1,099,085 (includes 4,250 shares
issuable upon exercise of currently exercisable stock options)
(b) Percent of class: 10.4%
(c) Number of shares as to which such person has:
(i) Sole Power to vote or to direct the vote: 1,099,085
shares (see 4(a) above).
(ii) Shared power to vote or to direct the vote: None.
(iii) Sole power to dispose or to direct the disposition of: 1,099,085
shares (see 4(a) above).
(iv) Shared power to dispose or to direct the disposition of: None
The husband of the reporting person, Endre A. Balazs, beneficially owns
2,161,519 shares of common stock of Biomatrix. Such shares represent 20.5
percent of the outstanding shares of common stock of Biomatrix. The husband of
the reporting person has sole power to vote and dispose of such shares. The
reporting person disclaims beneficial ownership of such shares and the filing of
this Schedule 13G shall not be an admission that the reporting person is the
beneficial owner of such shares for purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, or for any other purpose.
ITEM 5. Ownership of Five Percent or Less of a Class:
Not applicable.
<PAGE>
Page 5 of 5 Pages
ITEM 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not applicable.
ITEM 8. Identification and Classification of Members of the Group:
Not applicable.
ITEM 9. Notice of Dissolution of Group:
Not applicable.
ITEM 10. Certification:
Not applicable.
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.
February 4, 1997
------------------------
(Date)
/s/ Janet L. Denlinger
-------------------------
Janet L. Denlinger
