SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)
Biomatrix, Inc.
_______________________________________________________________________________
(Name of Issuer)
Common Stock, $.0001 par value
_______________________________________________________________________________
(Title or Class of Securities)
09060P-10-2
_______________________________________________________________________________
(CUSIP Number)
Rory B. Riggs Justin P. Morreale, Esq.
Biomatrix, Inc. Bingham Dana LLP
65 Railroad Avenue 150 Federal Street
Ridgefield, NJ 07657 Boston, MA 02110
(201) 945-9550 (617) 951-8000
_______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 1998
_______________________________________________________________________________
(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 /__/.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
*The remainder of this cover page shall be filed 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>
_______________________________________________________________________________
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Rory B. Riggs
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable. __
(a) /__/
__
(b) /__/
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO\
ITEMS 2(d) OR 2(e) __
Not Applicable. /__/
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_______________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 861,000 - 7.8% (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None.
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 861,000 - 7.8% (See Item 5)
10 SHARED DISPOSITIVE POWER
None.
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
861,000 -- 7.8% (See Item 5)
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable.
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The Reporting Person purchased 300,000 shares of Common Stock of Biomatrix
in a private purchase from Biomatrix on September 7, 1995, for an aggregate
consideration of $1,830,900. The Reporting Person purchased an additional
200,000 shares of Common Stock of Biomatrix in a private purchase from
Biomatrix on April 2, 1996, for an aggregate consideration of $2,450,000, which
consideration consisted of a promissory note of the Reporting Person due April
2, 2000 payable for such amount and incurring simple interest at an annual rate
of 6% secured by the shares purchased in connection therewith. The Reporting
Person repaid such note in full during the third quarter of 1998. The
Reporting Person purchased an additional 35,000 shares of Common Stock of
Biomatrix in a private purchase from Biomatrix on June 30, 1997, for an
aggregate consideration of $630,000 paid in cash. The Reporting Person also
purchased 5,000 shares of Common Stock of Biomatrix at $31.00 per share on
October 21, 1997, in an open-market purchase paid with personal funds. The
Reporting Person entered into additional transactions with Biomatrix in which
the Reporting Person purchased an additional 11,000, 10,000, and 200,000 shares
of Common Stock of Biomatrix in private purchases from Biomatrix on May 29,
1997, March 31, 1998, and June 16, 1998, respectively, for aggregate
consideration of $151,500, $280,000, and $6,700,000, respectively, which
consideration consisted in each case of a 10-year promissory note of the
Reporting Person incurring simple interest at an annual rate of 7.18%, 5.91%,
and 6.02%, respectively, in each case secured by the shares purchased in
connection therewith. Each of the above-described private purchases of Common
Stock of Biomatrix occurred at the principal executive offices of Biomatrix.
The remaining 100,000 shares of Common Stock of Biomatrix beneficially owned
by the Reporting Person constitute shares issued upon exercise of options
granted to the Reporting Person pursuant to Biomatrix's 1984 Stock Option Plan,
as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
The Reporting Person owns beneficially a total of 861,000 shares of Common
Stock of Biomatrix, representing approximately 7.8% of the outstanding shares
of Common Stock of Biomatrix. The Reporting Person has sole power to vote and
dispose of such shares. No person other than the Reporting Person has the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from, the sale of the shares of Common Stock of Biomatrix reported in
this Schedule 13D.
The Reporting Person has engaged in no transaction in the securities of
Biomatrix in the past 60 days.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER :
As described in further detail in Item 3, in several private purchases of
shares of Common Stock of Biomatrix, as consideration for such shares, the
Reporting Person delivered to Biomatrix promissory notes, the payment of which
is secured by the shares purchased therewith, which shares are subject to
certain pledge agreements between the Reporting Person and Biomatrix. Under
such pledge agreements, the shares subject to each such pledge shall be reduced
on a pro rata basis upon the Reporting Person's repayment of any part of the
amount owed to Biomatrix under the note to which such pledge agreement relates.
In each such case, the shares are also subject to additional conditions set
forth in a Restricted Stock Purchase Agreement between the Reporting Person and
Biomatrix, which provides that, in the event of termination of the Reporting
Person's employment or consultancy, Biomatrix may repurchase any of the shares
that have not been released in accordance with the schedule set forth in such
agreement at a purchase price equal to the price paid by the Reporting Person
for such shares plus any interest accrued on such amount under the note
delivered by the Reporting Person in connection with his purchase of such
shares.
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.
September 11, 1998
(Date)
/s/ Rory B. Riggs
(Signature)
Rory B. Riggs
(Name/Title)
