UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 2)*
Biomatrix, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
09060P-10-2
- --------------------------------------------------------------------------------
(CUSIP Number)
Endre A. Balazs Justin P. Morreale, Esq.
Biomatrix, Inc. John J. Concannon III, Esq.
65 Railroad Avenue Bingham Dana LLP
Ridgefield, NJ 07657 150 Federal Street
(201) 945-9550 Boston, MA 02110
(617) 951-8000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 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 the following pages)
(Page 1 of 4 Pages)
- ----------------
* 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>
CUSIP No. 09060P-10-2 13D Page 2 of 4 Pages
- --------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Endre A. Balazs
- --------- ----------------------------------------------------------------------
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 where applicable.
- --------- ----------------------------------------------------------------------
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
2,018,657 - 17.7% (See Item 5)
NUMBER OF -------- -------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None.
EACH -------- -------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
2,018,657 - 17.7% (See Item 5)
-------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
None.
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,018,657 - 17.7% (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)
17.7% (See Item 5)
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------- ----------------------------------------------------------------------
<PAGE>
CUSIP No. 09060P-10-2 13D Page 3 of 4 Pages
This Amendment No. 2 to Schedule 13D amends and restates in their entirety
Items 3 and 5 of Amendment No. 1 to Schedule 13D filed by the Reporting Person
on January 21, 1999 in order to correct certain errors therein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
As previously disclosed by Biomatrix and the Reporting Person, on June
30, 1997, the Reporting Person purchased 35,000 shares of Common Stock of
Biomatrix in a private purchase for an aggregate consideration of $630,000 paid
in cash. Also as previously disclosed, on July 23, 1998, the Reporting Person
purchased 100 shares of Common Stock of Biomatrix for an aggregate
consideration of $4,912.50 paid in cash.
On April 27, 1998, the Reporting Person contributed, in aggregate,
200,000 shares of Common Stock of Biomatrix to Dr. Janet L. Denlinger, his
wife, as trustee of certain trusts. Again, on December 7, 1998, the Reporting
Person contributed an additional 200,000 shares of Common Stock of Biomatrix to
Dr. Denlinger, as trustee of certain trusts. On December 31, 1998, 40,960
shares of Common Stock of Biomatrix were returned to the Reporting Person from
such trusts in transfers without consideration. Under the terms of the trust
agreements, the Reporting Person has no right to control the voting or
disposition of any shares held in such trusts. Rather, sole voting and
dispositive power with respect to such shares rests with the trustee.
On April 27, 1998, Dr. Denlinger contributed, in aggregate, 100,000
shares of Common Stock of Biomatrix to the Reporting Person, as trustee of
certain trusts. Again, on December 7, 1998, Dr. Denlinger contributed an
additional 100,000 shares of Common Stock of Biomatrix to the Reporting Person
as trustee of certain trusts. On December 31, 1998, 18,922 shares of Comon
Stock of Biomatrix were returned to Dr. Denlinger from such trusts in a
transfer without consideration. Under the terms of the trust agreements, Dr.
Denlinger has no right to control the voting or disposition of any shares held
in such trusts. Rather, sole voting and dispositive power with respect to such
shares rests with the Reporting Person, as trustee.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
The Reporting Person owns beneficially 2,018,657 shares of Common Stock
of Biomatrix, (which number includes 181,078 shares held by the Reporting
Person as trustee of certain trusts) representing approximately 17.7% of the
outstanding shares of Common Stock of Biomatrix. The Reporting Person has sole
power to vote and dispose of such shares.
The wife of the Reporting Person, Dr. Janet L. Denlinger, owns
beneficially 1,338,547 shares of Common Stock of Biomatrix (which number
includes options to acquire 9,750 shares of Common Stock of Biomatrix
exercisable within 60 days of the date of this Schedule 13D and 359,040 shares
<PAGE>
CUSIP No. 09060P-10-2 13D Page 4 of 4 Pages
held by Dr. Denlinger as trustee of certain trusts) and has unvested options to
acquire an additional 5,250 shares of Common Stock of Biomatrix. Such
beneficially owned shares represent approximately 11.8% of the outstanding
shares of Common Stock of Biomatrix. Dr. Denlinger has sole power to vote and
dispose of such shares. The Reporting Person disclaims beneficial ownership of
such securities, and the filing of this Schedule 13D shall not be an admission
that the Reporting Person is the beneficial owner of such securities for
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended or for any other purpose.
The Reporting Person engaged in no transaction, other than the
transactions disclosed on this Schedule 13D, in the securities of Biomatrix
since December 7, 1998 nor during the 60 days prior to the date of this
Schedule 13D. 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 on this
Schedule 13D.
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 28, 1999
______________________
(Date)
/s/ Endre A. Balazs
______________________
Endre A. Balazs
