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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
Biomatrix, Inc.
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(Name of Issuer)
Common Stock - $.0001 Par Value
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(Title or Class of Securities)
09060P-10-2
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(CUSIP Number)
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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 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 1 of 5 Pages)
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CUSIP No. 09060P-10-2 13G/A Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Janet L. Denlinger
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
The United States of America
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Number of Shares (5) Sole Voting Power
Beneficially 1,147,835 (see Item 4(a))
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With None
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(7) Sole Dispositive Power
1,147,835 (see Item 4(a))
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(8) Shared Dispositive Power
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,835 (see Item 4(a))
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See Instructions) /x/
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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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.
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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: 1,147,835 (includes 7,000 shares
issuable upon exercise of presently exercisable stock options)
(b) Percent of class: 10.5%
(c) Number of shares as to which such person has:
(i) Sole Power to vote or to direct the vote: 1,147,835
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: 1,147,835 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 2,196,519 shares of common stock of Biomatrix. Such shares
represent approximately 20.0 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.
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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 12, 1998
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(Date)
/s/ Janet L. Denlinger
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Janet L. Denlinger
