<PAGE>
INFORMATION REQUIREMENTS FOR FILINGS UPON ACQUISITION
OF FIVE PERCENT OF A CLASS OF EQUITY SECURITIES SUBJECT
TO THE REPORTING REQUIREMENTS OF THE 1934 ACT
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
PHOTOGEN TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
71932A-10-1
(CUSIP Number)
John T. Smolik
c/o Photogen Technologies, Inc.,
7327 OAK RIDGE HIGHWAY, SUITE B, KNOXVILLE, TN 37931 (423/769-4012)
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
MAY 12, 1998
(Date of Event Which Requires Filing of this Statement)
If the 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: 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 The information required on the
shall be filled out for a reporting remainder of this cover page shall
person's initial filing on this form not be deemed to be "filed" for the
with respect to the subject class of purpose of Section 18 of the
securities, and for any subsequent Securities Exchange Act of 1934
amendment containing information ("Act") or otherwise subject to the
which would alter disclosures liabilities of that section of the
provided in a prior cover page. Act but shall be subject to all other
provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 71932A-10-1
_______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification John T. Smolik
Nos. of Above Persons
_______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
Member of a Group (See Instructions) _______________________________
(b)_______________________________
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds (See Instructions) 00
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
_______________________________________________________________________________
(6) Citizenship or Place of Organization United States
_______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 4,780,000(A)
Owned by Each Reporting Person __________________________________________
With (8) Shared Voting Power 0(A)
__________________________________________
(9) Sole Dispositive Power 4,780,000
__________________________________________
(10) Shared Dispositive Power 0
__________________________________________
_______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 4,780,000(A)
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [X](A)
_______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 12.96%
_______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________________
______________________________
(A) Excludes all shares owned beneficially by the other reporting
persons indicated in this Schedule 13D, as to which this reporting person
disclaims beneficial ownership. See description of Voting Agreement in Item
4, below.
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<PAGE>
CUSIP No. 71932A-10-1
_______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Eric A. Wachter, Ph.D.
Nos. of Above Persons
_______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
________________________________
Member of a Group (See Instructions) (b)
________________________________
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds (See Instructions) 00
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
_______________________________________________________________________________
(6) Citizenship or Place of Organization United States
_______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 4,780,000(A)
Owned by Each Reporting Person ___________________________________________
With (8) Shared Voting Power 0(A)
___________________________________________
(9) Sole Dispositive Power 4,780,000
__________________________________________
(10) Shared Dispositive Power 0
_______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 4,780,000(A)
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [X](A)
_______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 12.96%
_______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________________
____________________________
(A) Excludes all shares owned beneficially by the other reporting
persons indicated in this Schedule 13D, as to which this reporting person
disclaims beneficial ownership. See description of Voting Agreement in Item
4, below.
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<PAGE>
CUSIP No. 71932A-10-1
_______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Craig Dees, Ph.D.
Nos. of Above Persons
_______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
________________________________
Member of a Group (See Instructions) (b)
________________________________
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds (See Instructions) 00
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
_______________________________________________________________________________
(6) Citizenship or Place of Organization United States
_______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 4,780,000(A)
Owned by Each Reporting Person __________________________________________
With (8) Shared Voting Power 0(A)
__________________________________________
(9) Sole Dispositive Power 4,780,000
__________________________________________
(10) Shared Dispositive Power 0
_______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 4,780,000(A)
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [X](A)
_______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 12.96%
_______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________________
___________________________
(A) Excludes all shares owned beneficially by the other reporting
persons indicated in this Schedule 13D, as to which this reporting person
disclaims beneficial ownership. See description of Voting Agreement in Item
4, below.
-4-
<PAGE>
CUSIP No. 71932A-10-1
_______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Walter G. Fisher, Ph.D.
Nos. of Above Persons
_______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
________________________________
Member of a Group (See Instructions) (b)
________________________________
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds (See Instructions) 00
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
_______________________________________________________________________________
(6) Citizenship or Place of Organization United States
_______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 4,780,000(A)
Owned by Each Reporting Person ______________________________________
With (8) Shared Voting Power 0(A)
_________________________________
(9) Sole Dispositive Power 4,780,000
_________________________________
(10) Shared Dispositive Power 0
_______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 4,780,000(A)
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [X](A)
_______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 12.96%
_______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________________
_______________________________________________________________________________
_____________________________
(A) Excludes all shares owned beneficially by the other reporting persons
indicated in this Schedule 13D, as to which this reporting person disclaims
beneficial ownership. See description of Voting Agreement in Item 4, below.
-5-
<PAGE>
CUSIP No. 71932A-10-1
_______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Timothy Scott, Ph.D.
Nos. of Above Persons
_______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
________________________________
Member of a Group (See Instructions) (b)
________________________________
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds (See Instructions) 00
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
_______________________________________________________________________________
(6) Citizenship or Place of Organization United States
_______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 4,780,000(A),(B)
Owned by Each Reporting Person _____________________________________
With (8) Shared Voting Power 0(A)
_____________________________________
(9) Sole Dispositive Power 4,780,000(B)
_______________________________________
(10) Shared Dispositive Power 0
_______________________________________
_______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 4,780,000(A),(B)
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [X](A)
_______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 12.96%
_______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________________
______________________________
(A) Excludes all shares owned beneficially by the other reporting
persons indicated in this Schedule 13D, as to which this reporting person
disclaims beneficial ownership. See description of Voting Agreement in Item
4, below.
(B) Includes 2,300,000 shares owned by the Scott Family Limited
Partnership (a Delaware limited partnership), a family partnership controlled
by the reporting person.
-6-
<PAGE>
CUSIP No. 71932A-10-1
_______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Stuart P. Levine
Nos. of Above Persons
_______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
________________________________
Member of a Group (See Instructions) (b)
________________________________
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds (See Instructions) PF
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
_______________________________________________________________________________
(6) Citizenship or Place of Organization United States
_______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 3,317,921(A), (B)
Owned by Each Reporting Person ___________________________________________
With (8) Shared Voting Power 0(A)
___________________________________________
(9) Sole Dispositive Power 3,317,921(B)
____________________________________________
(10) Shared Dispositive Power 0
_______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 3,317,921(A), (B)
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [X](A)
_______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 8.99%
_______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________________
______________________________
(A) Excludes all shares owned beneficially by the other reporting
persons indicated in this Schedule 13D, as to which this reporting person
disclaims beneficial ownership. See description of Voting Agreement in Item
4, below.
(B) Includes 1,000,000 shares owned by SL Investment Enterprises, LP (a
Georgia limited partnership), a family partnership controlled by the reporting
person.
-7-
<PAGE>
CUSIP No. 71932A-10-1
_______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Theodore Tannebaum
Nos. of Above Persons
_______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
________________________________
Member of a Group (See Instructions) (b)
________________________________
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds (See Instructions) PF
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
_______________________________________________________________________________
(6) Citizenship or Place of Organization United States
_______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 1,950,421(A)
Owned by Each Reporting Person ___________________________________________
With (8) Shared Voting Power 0(A)
___________________________________________
(9) Sole Dispositive Power 1,950,421
____________________________________________
(10) Shared Dispositive Power 0
_______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 1,950,421(A)
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [X](A)
_______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 5.29%
_______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________________
______________________________
(A) Excludes all shares owned beneficially by the other reporting
persons indicated in this Schedule 13D, as to which this reporting person
disclaims beneficial ownership. See description of Voting Agreement in Item
4, below.
-8-
<PAGE>
CUSIP No. 71932A-10-1
_______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Robert J. Weinstein, M.D. and
Nos. of Above Persons Lois Weinstein (joint tenants)
_______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
________________________________
Member of a Group (See Instructions) (b)
________________________________
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds (See Instructions) PF
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
_______________________________________________________________________________
(6) Citizenship or Place of Organization United States
_______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 3,455,421(A), (B)
Owned by Each Reporting Person _________________________________________
With (8) Shared Voting Power 0(A)
_________________________________________
(9) Sole Dispositive Power 3,455,421(B)
________________________________________
(10) Shared Dispositive Power 0
_______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 3,455,421(A), (B)
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [X](A)
_______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 9.37%
_______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________________
___________________________
(A) Excludes all shares owned beneficially by the other reporting
persons indicated in this Schedule 13D, as to which this reporting person
disclaims beneficial ownership. See description of Voting Agreement in Item
4, below.
(B) Includes 1,400,000 shares owned by W.F. Investments Enterprises,
Limited Partnership (a Georgia limited partnership), a family partnership
jointly controlled by the reporting persons.
-9-
<PAGE>
CUSIP No. 71932A-10-1
_______________________________________________________________________________
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Thomas B. Rosenberg
Nos. of Above Persons
_______________________________________________________________________________
(2) Check the Appropriate Box if a (a) X
________________________________
Member of a Group (See Instructions) (b)
________________________________
_______________________________________________________________________________
(3) SEC Use Only
_______________________________________________________________________________
(4) Source of Funds (See Instructions) PF
_______________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
_______________________________________________________________________________
(6) Citizenship or Place of Organization United States
_______________________________________________________________________________
Number of Shares Beneficially (7) Sole Voting Power 362,115(A)
Owned by Each Reporting Person ________________________________________
With (8) Shared Voting Power 0(A)
________________________________________
(9) Sole Dispositive Power 362,115
________________________________________
(10) Shared Dispositive Power 0
______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 362,115(A)
_______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [X](A)
_______________________________________________________________________________
(13) Percent of Class Represented by Amount
in Row (11) 0.98%
_______________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
_______________________________________________________________________________
_________________________________
(A) Excludes all shares owned beneficially by the other reporting
persons indicated in this Schedule 13D, as to which this reporting person
disclaims beneficial ownership. See description of Voting Agreement in Item
4, below.
-10-
<PAGE>
Item 1. SECURITY AND ISSUER.
The title of the class of securities to which this Schedule 13D relates is
Common Stock ("Common Stock") of Photogen Technologies, Inc., a Nevada
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931.
Item 2. IDENTITY AND BACKGROUND.
Set forth below is the following information with respect to each of the
persons filing this Schedule 13D (together, the "Filing Persons") and, in
addition, each of such person's general partners, if applicable, and, if
applicable, the persons controlling such general partners (such additional
persons, together with the Filing Persons, the "Item 2 Persons"): (a) name; (b)
address of principal offices (if entity) or residence or business address (if
individual); (c) principal business (if entity) or principal occupation and
name, business and address of employer (if individual); (d) information
concerning criminal convictions during the last five years; (e) information
concerning civil or administrative proceedings under state or federal securities
laws during the past five years with respect to any state or federal securities
laws and (f) citizenship (if individual) or jurisdiction of organization (if
entity).
I.
a) John T. Smolik
b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN
37931
c) Chairman of the Board, President, Chief Executive Officer and Chief
Financial Officer of Photogen Technologies, Inc., 7327 Oak Ridge Highway,
Suite B, Knoxville, TN 37931
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws (1)
f) United States
II.
a) Eric A. Wachter, Ph.D.
b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN
37931
c) Director and employee (research scientist) of Photogen Technologies, Inc.,
7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws (1)
f) United States
III.
a) Craig Dees, Ph.D.
-11-
<PAGE>
b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN
37931
c) Director and employee (research scientist) of Photogen Technologies, Inc.,
7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws (1)
f) United States
IV.
a) Walter G. Fisher, Ph.D.
b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN
37931
c) Director and employee (research scientist) of Photogen Technologies, Inc.,
7327 Oak Ridge Highway, Suite B, Knoxville, TN 37931
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws (1)
f) United States
V.
a) Timothy Scott, Ph.D.
b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B, Knoxville, TN
37931
c) Employee (research scientist) of Photogen Technologies, Inc., 7327 Oak Ridge
Highway, Suite B, Knoxville, TN 37931
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws (1)
f) United States
VI.
a) Stuart P. Levine
b) 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
c) Private investor, 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws (1)
f) United States
VII.
a) Theodore Tannebaum
b) 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
c) Private investor, 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws (1)
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<PAGE>
f) United States
VIII.
a) Robert J. Weinstein, M.D.
b) 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
c) Private investor, 875 North Michigan Avenue, Suite 2930, Chicago, IL 60611
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws (1)
f) United States
IX>
a) Thomas B. Rosenberg
b) Capital Associates Development Corp., 1201 North Clark Street,
Chicago, IL 60610
c) Private investor, Capital Associates Development Corp., 1201 North Clark
Street, Chicago, IL 60610
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws (1)
f) United States
(1) During the last five years, no person listed above has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has any such person been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that resulted in such person
becoming subject to a 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.
Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Tannebaum acquired 21,595,704 shares of Common Stock from the Issuer
on October 7, 1994 in a private transaction (adjusted to reflect a subsequent
two-for-one reverse stock split). The purchase price was $.0231528 per
share, which Mr. Tannebaum paid with his personal funds.
Dr. Weinstein and his wife acquired 3,239,350 shares of Common Stock and
Mr. Levine acquired 3,239,350 shares of Common Stock on December 9, 1994 from
the Issuer in a private transaction (adjusted to reflect a subsequent
two-for-one reverse stock split). The purchase price was $.0231528 per
share, which Dr. Weinstein and Mr. Levine paid with their respective personal
funds. (These purchases were part of a stockholder restructuring in which Mr.
Tannebaum, Dr. Weinstein and Mr. Levine transferred 18,095,283, 2,714,288 and
2,714,288 shares, respectively, to the Issuer's treasury for cancellation.)
Mr. Smolik and Drs. Wachter, Dees, Fisher and Scott acquired their Common
Stock from the Issuer on May 16, 1997 as a result of the merger between
Photogen, Inc. (of which they were
-13-
<PAGE>
the sole stockholders) and a wholly-owned subsidiary of Issuer. The
consideration for the Common Stock Mr. Smolik and Drs. Wachter, Dees, Fisher
and Scott received from the Issuer was their interest in Photogen, Inc.
On May 16, 1997, the Issuer sold 2,975,359 shares of Common Stock to Dr.
and Mrs. Weinstein, 2,975,359 shares to Mr. Levine and 362,115 shares to Mr.
Rosenberg in a private transaction. The purchase price was $.28568 per share,
which Dr. Weinstein and Messrs. Levine and Rosenberg paid with their respective
personal funds.
Item 4. PURPOSE OF TRANSACTION.
The reporting persons filed their original Schedule 13D as a result
of the Issuer's registration of its common stock under Section 12(g) of the
Securities Exchange Act of 1934 pursuant to a Form 10-SB filed with the
Securities and Exchange Commission. All of the shares of Common Stock
subject to this Schedule 13D have been owned by the reporting persons prior
to the effectiveness of the Issuer's Section 12(g) registration.
Mr. Smolik and Drs. Wachter, Dees, Fisher and Weinstein are officers
and/or directors of the Issuer, and they are in a position to influence
management of the Issuer. In that capacity, they may consider from time to time
various plans for the Issuer to raise additional capital which may have the
effect of changing the present capitalization of the Issuer. In addition, the
Issuer plans to expand its Board to add one or more independent directors.
The shares of Common Stock beneficially owned by the reporting persons
are subject to a Voting Agreement and, accordingly, the parties to the Voting
Agreement may be deemed to share voting power with respect to their shares. The
Voting Agreement was entered into among Eric Wachter, Craig Dees, Walter Fisher,
Tim Scott and John Smolik (the "Tennessee Stockholders") and Theodore
Tannebaum, Robert Weinstein, Stuart Levine and Thomas Rosenberg (the "Chicago
Stockholders"). The Voting Agreement generally provides that the Tennessee
Stockholders and Chicago Stockholders will vote shares of common stock
beneficially owned by them (i) in accordance with the unanimous recommendation
of the Board of Directors with respect to any amendments to the Articles of
Incorporation or Bylaws, (ii) to fix the number of directors at five, (iii) to
elect to the Board of Directors four persons nominated by holders of 80% of the
shares of the Tennessee Stockholders and one person nominated by holders of 80%
of the shares of the Chicago Stockholders (and to remove any such director at
the request of the stockholders who nominated him), and (iv) to fix the number
of directors on the Board's Executive Committee at three, two of whom will be
selected by the Tennessee Stockholders and one of whom will be selected by the
Chicago Stockholders. The Voting Agreement is attached as Exhibit 1 to this
Amendment No. 1 to Schedule 13D.
Except as described above, no reporting person has any current plans or
proposals that relate to or would result in:
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<PAGE>
a. The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
d. Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy of
the Issuer;
f. Any other material change in the Issuer's business or corporate structure;
g. Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
j. Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<CAPTION>
Common Stock
Name of Beneficially % of
Item of Person Owned Class(1) Voting Power
_______________ _____________ ________ _____________
<S> <C> <C> <C>
John T. Smolik 4,780,000(2) 12.96% Sole(3)
Eric A. Wachter, Ph.D. 4,780,000(2) 12.96% Sole(3)
Craig Dees, Ph.D. 4,780,000(2) 12.96% Sole(3)
Walter G. Fisher, Ph.D. 4,780,000(2) 12.96% Sole(3)
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Timothy Scott, Ph.D. 4,780,000(2) 12.96% Sole(3), (4)
Robert J. Weinstein, 3,455,421(2) 9.37% Sole(3), (5)
M.D. and Lois Weinstein
(joint tenants)
Theodore Tannebaum 1,950,421(2) 5.29% Sole(3)
Stuart P. Levine 3,317,921(2) 8.99% Sole(3), (6)
Thomas B. Rosenberg 362,115(2) 0.98% Sole(3)
</TABLE>
(1) All percentages in this table are based, pursuant to Rule 13d-1(e) of the
Securities Exchange Act of 1934, on the 36,875,001 shares of Common Stock of the
Issuer outstanding as of May 11, 1998.
(2) Excludes shares of Common Stock owned by other reporting persons that are
subject to the Voting Agreement described in Item 4, above.
(3) Common Stock owned by this reporting person is subject to the Voting
Agreement described in Item 4, above, which requires such person to vote such
shares as specified therein.
(4) Includes 2,300,000 shares owned by a family partnership controlled by Dr.
Scott.
(5) Includes 1,400,000 shares of Common Stock owned by a family partnership
controlled by Dr. and Mrs. Weinstein.
(6) Includes 1,000,000 shares of Common Stock owned by a family partnership
controlled by Mr. Levine.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Voting Agreement among the reporting person is described in Item 4,
above. There are no other contracts, arrangements or understandings among
any of the Item 2 Persons made or entered into specifically with respect to
holding, voting or disposing of the Common Stock of the Issuer.
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<PAGE>
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed with this Amendment No. 1 to Schedule 13D.
1. Voting Agreement among Eric Wachter, Craig Dees, Walter Fisher,
Tim Scott, John Smolik, Theodore Tannebaum, Robert Weinstein, Stuart
Levine, Thomas Rosenberg, and joined into by Photogen Technologies, Inc.,
dated May 16, 1997.
2. Joint Filing Agreement by and among Craig Dees, Walter Fisher,
Stuart Levine, Thomas Rosenberg, Timothy Scott, John Smolik, Theodore
Tannebaum, Eric A. Wachter, Robert Weinstein and Lois Weinstein, dated
February 23, 1998.
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<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: June 1, 1998
/s/ John T. Smolik
------------------------------------
JOHN T. SMOLIK
/s/ Eric A. Wachter, Ph.D.
------------------------------------
ERIC A. WACHTER, Ph.D.
/s/ Craig Dees, Ph.D.
------------------------------------
CRAIG DEES, Ph.D.
/s/ Walter G. Fisher, Ph.D.
------------------------------------
WALTER G. FISHER, Ph.D.
/s/ Timothy Scott, Ph.D.
------------------------------------
TIMOTHY SCOTT, Ph.D.
/s/ Stuart P. Levine
------------------------------------
STUART P. LEVINE
/s/ Theodore Tannebaum
------------------------------------
THEODORE TANNEBAUM
/s/ Robert J. Weinstein, M.D.
------------------------------------
ROBERT J. WEINSTEIN, M.D.
/s/ Thomas B. Rosenberg
------------------------------------
THOMAS B. ROSENBERG
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<PAGE>
Eric A. Wachter, Ph.D., Craig Dees, Ph.D., Walter G. Fisher, Ph.D. and
Timothy Scott, Ph.D. each hereby constitutes and appoints John T. Smolik his
attorney-in-fact, with the power of substitution, and Theodore Tannebaum,
Thomas B. Rosenberg and Lois Weinstein each hereby constitutes and appoints
Robert J. Weinstein, M.D. his or her attorney-in-fact, with the power of
substitution, and for each of them in any and all capacities, to sign any and
all amendments to this Schedule 13D and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Dated: June 1, 1998
/s/ ERIC A. WACHTER, Ph.D.
---------------------------------------
ERIC A. WACHTER, Ph.D.
/s/ CRAIG DEES, Ph.D.
---------------------------------------
CRAIG DEES, Ph.D.
/s/ WALTER G. FISHER, Ph.D.
---------------------------------------
WALTER G. FISHER, Ph.D.
/s/ TIMOTHY SCOTT, Ph.D.
---------------------------------------
TIMOTHY SCOTT, Ph.D.
/s/ STUART P. LEVINE
---------------------------------------
STUART P. LEVINE
/s/ THEODORE TANNEBAUM
---------------------------------------
THEODORE TANNEBAUM
/s/ LOIS WEINSTEIN
---------------------------------------
LOIS WEINSTEIN
/s/ THOMAS B. ROSENBERG
---------------------------------------
THOMAS B. ROSENBERG
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<PAGE>
EXHIBIT 1
VOTING AGREEMENT
This Voting Agreement ("Agreement") is entered into as of the 16th
day of May, 1997 by and among Eric A. Wachter, Ph.D. ("Wachter"), Craig Dees,
Ph.D. ("Dees"), Walter G. Fisher, Ph.D. ("Fisher"), Tim Scott, Ph.D.
("Scott"), John Smolik ("Smolik"), Theodore Tannebaum ("Tannebaum"), Robert J.
Weinstein, M.D. ("Weinstein"), Stuart P. Levine ("Levine"), and Thomas B.
Rosenberg ("Rosenberg") (individually a "Stockholder" and collectively the
"Stockholders"), and joined into by Photogen Technologies, Inc. for purposes
of Sections 1(c) and 1(d) herein. Wachter, Dees, Fisher, Scott and Smolik
are sometimes collectively referred to herein as the "Tennessee
Stockholders;" Tannebaum, Weinstein, Levine and Rosenberg are sometimes
collectively referred to herein as the "Chicago Stockholders;" and the
Chicago Stockholders or Tennessee Stockholders are each sometimes referred to
herein as a "Stockholder."
RECITALS
The Stockholders collectively own as of the date of this Agreement
approximately 96% of the issued and outstanding shares of common stock, $.001
par value per share (the "Common Stock"), of Photogen Technologies, Inc., a
Nevada corporation formerly known as M T Financial Group, Inc. (the
"Company"). The Company owns all of the issued and outstanding shares of
Photogen, Inc., a Tennessee corporation ("Subsidiary").
The shares of Common Stock together with all other capital stock or
securities of the Company, whether authorized or outstanding as of the date
hereof or at any time hereafter, are collectively referred to as the "Shares."
AGREEMENT
Now, therefore, in consideration of the mutual promises herein and
other consideration, the receipt and adequacy of which is acknowledged, the
parties hereby agree as follows:
1. VOTING AGREEMENT.
(a) The agreement in Section 1(b) shall be deemed to constitute a
voting agreement among the Stockholders pursuant to Section 78.365(3) of the
Nevada General Corporation Law. The agreement in Section 1(c) shall be
deemed to constitute an agreement among the parties hereto pursuant to
Section 48-17-302 of the Tennessee Business Corporation Act. As used in this
Agreement, the determination of a "Beneficial Owner" or "Beneficial
Ownership" shall be governed by Regulation 13d-3 under the Securities
Exchange Act of 1934, as amended. All percentages of stock ownership in this
Agreement shall be calculated on a fully-diluted basis.
(b) At each annual meeting of the stockholders of the Company, or
at each special meeting of the stockholders of the Company, and at any other
time at which stockholders of the Company will have the right to or will vote
for or render consent in writing, then and in each event, each Stockholder
hereby agrees to vote or cause to be voted all Shares of which he is the
Beneficial Owner in favor of the following actions to the extent any such
actions are subject to such vote or consent:
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<PAGE>
(i) To amend, alter, modify or repeal the Articles of
Incorporation or the By-Laws of the Company only in accordance with the
unanimous recommendation of all of the Directors of the Company (whether or
not any Board Action is required by law);
(ii) To fix and maintain the number of directors of the
Company at five (5);
(iii) To cause and maintain the election to the Board of
Directors of the Company of the following: (A) four (4) persons nominated
by the holders of 80% of the aggregate Shares Beneficially Owned by the
Tennessee Stockholders; and (B) one (1) person nominated by the holders of
80% of the aggregate Shares Beneficially Owned by the Chicago Stockholders;
(iv) To remove from the Board of Directors of the Company any
director nominated by the Tennessee or Chicago Stockholders, as applicable
pursuant to paragraph 1(b)(iii) at the request of the Stockholders
nominating such director; and
(v) To fix and maintain the Executive Committee of the Board
of Directors of the Company to consist of three (3) directors, two (2) of
whom shall be selected by the directors nominated by the Tennessee
Stockholders and one (1) of whom shall be selected by the director
nominated by the Chicago Stockholders.
(c) Company is agreeing for the benefit of the other parties hereto
to act in its capacity as stockholder of Subsidiary to the actions set forth
in this paragraph (c). At each annual meeting of the stockholder of the
Subsidiary, or at each special meeting of the stockholder of the Subsidiary,
and at any other time at which stockholder of the Subsidiary will have the
right to or will vote for or render consent in writing, then and in each
event, the Company (as the sole stockholder of the Subsidiary) hereby agrees
to vote or cause to be voted all voting securities of the Subsidiary of which
it is the Beneficial Owner in favor of the following actions to the extent
any such actions are subject to such vote or consent:
(i) To amend, alter, modify or repeal the Articles of
Incorporation or the By-Laws of the Subsidiary only in accordance with the
unanimous recommendation of all of the Directors of the Subsidiary,
(whether or not any Board Action is required by law);
(ii) To fix and maintain the number of directors of the
Subsidiary at five (5);
(iii) To cause and maintain the election to the Board of
Directors of the Subsidiary of the following: (A) four (4) persons
nominated by the directors of the Company who were selected by the
Tennessee Stockholders; and (B) one (1) person nominated by the director of
the Company who was selected by the Chicago Stockholders;
(iv) To remove from the Board of Directors of the Subsidiary
any director nominated by the Tennessee or Chicago Stockholders, as
applicable, pursuant to paragraph 1(c)(iii) at the request of the Company
directors or director, as applicable, nominating such Subsidiary director;
and
(v) To fix and maintain the Executive Committee of the Board
of Directors of the Subsidiary to consist of three (3) directors, two (2)
of whom shall be selected by the
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<PAGE>
directors nominated by the Tennessee Stockholders and one (1) of whom shall
be selected by the director nominated by the director of the Company who
was selected by the Chicago Stockholders.
(d) The Company or Subsidiary, as applicable, shall provide the
Stockholders entitled to nominate directors hereunder prior notice of any
intended mailing of notice to Stockholders for a meeting at which any of the
actions subject to paragraphs 1(b) or 1(c) are to be acted upon. Thereafter,
Stockholders (or Company directors with respect to nominations of Subsidiary
directors) entitled to nominate directors hereunder shall notify the Company
or the Subsidiary (as applicable) in writing, prior to such mailing, of the
person nominated by him or it to be a director; provided, that if such
Stockholder (or Company directors) fails to give notice to the Company or
Subsidiary (as applicable), it shall be deemed that the nominee of such party
for such meeting is the person then serving as director pursuant to such
Stockholders' (or Company directors') previous nomination.
2. NECESSARY ACTS; ADDITIONAL PARTIES. Each of the parties hereto
agrees that he or it will do (or cause to be done) any act or thing and will
execute (or cause to be executed) any and all instruments necessary and/or
proper to make effective the provisions of this Agreement. Each Stockholder
represents and warrants to, and agrees with, each other party hereto that (a)
any transferee holding Shares over which such Stockholder remains the
Beneficial Owner shall execute and deliver a counterpart of this Agreement
and shall be bound by the provisions hereof as if such transferee was an
original party hereto; and (b) such Stockholder shall provide each other
party hereto true and complete information concerning the Beneficial
Ownership of Shares in the hands of transferees.
3. LEGEND ON STOCK CERTIFICATE. Each certificate representing
Shares covered by this Agreement is subject to and shall bear the restrictive
legend set forth below:
The voting of shares of stock evidenced by this certificate is subject to a
Voting Agreement dated as of the 16th day of May, 1997. Copies of the
Agreement may be obtained from the Secretary of the Company at no cost by
written request of the holder of record of this certificate.
4. GENERAL PROVISIONS.
(a) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their legal representatives, heirs and legatees.
(b) The section headings in this Agreement are inserted for
convenience of reference only, and shall not affect the construction or
interpretation of this Agreement.
(c) The failure at any time to enforce any of the provisions of
this Agreement shall not be construed as a waiver of such provisions and
shall not affect the right of any party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
(d) This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois without giving effect to conflict of
laws principles thereof, except to the extent the Nevada General Corporation
Law and the Tennessee Business Corporation Law govern portions hereof.
-3-
<PAGE>
(e) This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and shall be enforceable
against the party executing the same, and all of which together shall
constitute a single Agreement. In making proof of this Agreement, it shall
not be necessary to produce or account for more than one such counterpart.
(f) Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be held to be invalid by a court
of competent jurisdiction, the remaining provisions shall remain in full
force and effect and the provision held invalid shall be modified to the
extent necessary to be valid and shall be enforced as modified.
(g) Any notice to be served under this Agreement shall be in
writing and shall be deemed to be delivered or given upon receipt if
delivered personally, by overnight courier or by telecopier, or two days
after mailing by registered mail, return receipt requested, addressed as
follows:
IF TO THE COMPANY:
Photogen Technologies, Inc.
To its then current address
Attention: John Smolik
IF TO ANY STOCKHOLDER:
To such Stockholder's address on file in the
stock records of the Company
or to such other place as a party may specify in writing, delivered in
accordance with the provisions of this subsection.
(h) This Agreement constitutes the full and entire understanding
and agreement of the parties with regard to the subject hereof, and
supersedes any prior agreement or understanding, written or oral, with
respect to such subject matter. No party shall be liable or bound by any
representations, warranties or agreements, or any other information or
materials previously delivered, whether written or oral, regarding such
subject matter.
5. AMENDMENT; TERMINATION. This Agreement may be modified or
amended in any respect upon the written approval of the holders of 90% of the
Shares, and as so modified or amended, this shall continue to bind all
Stockholders regardless of whether they consented to such modification or
amendment. This Agreement shall terminate upon the earliest to occur of the
following: (i) the written approval of the termination executed by holders
of 90% or more of the Shares; (ii) the Stockholders collectively cease to own
an aggregate of 20% of the issued and outstanding voting securities of the
Company; (iii) the merger of the Company with another company in which the
Company is not the survivor or the sale of all or substantially all of the
Company's assets; or (vii) the 15th anniversary of the date of this Agreement.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
/s/ E. A. Wachter
_________________________________________
Eric A. Wachter, Ph.D.
/s/ Craig Dees
_________________________________________
Craig Dees, Ph.D.
/s/ Walter A. Fisher
_________________________________________
Walter G. Fisher, Ph.D.
/s/ Tim C. Scott
_________________________________________
Tim Scott, Ph.D.
/s/ John Smolik
_________________________________________
John Smolik
/s/ Theodore Tannebaum
_________________________________________
Theodore Tannebaum
/s/ Robert Weinstein
_________________________________________
Robert J. Weinstein, M.D.
/s/ Stuart Levine
_________________________________________
Stuart P. Levine
/s/ Thomas B. Rosenberg
_________________________________________
Thomas B. Rosenberg
Joined into by for purposes of Sections 1(c) and 1(d) herein.
Photogen Technologies, Inc.
By:/s/ John Smolik
______________________________________
Its: President
_____________________________________
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<PAGE>
Exhibit 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agrees to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock, $.001 par value per share, of
Photogen Technologies, Inc., a Nevada corporation, and further agrees that
this Joint Filing Agreement be included as an exhibit to such filings
provided that, as contemplated by Rule 13d-1(f)(1)(ii), no person shall be
responsible for the completeness or accuracy of the information concerning
the other persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate. This Joint Filing Agreement
may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
Date: February 24, 1998
/s/ Craig Dees, Ph.D. /s/ Walter G. Fisher, Ph.D.
________________________________ ___________________________________
Craig Dees, Ph.D. Walter G. Fisher, Ph.D.
/s/ Timothy Scott, Ph.D. /s/ Theodore Tannebaum
________________________________ ___________________________________
Timothy Scott, Ph.D. Theodore Tannebaum
/s/ Stuart P. Levine /s/ Thomas B. Rosenberg
________________________________ ___________________________________
Stuart P. Levine Thomas B. Rosenberg
/s/ John A. Smolik /s/ Eric A. Wachter, Ph.D.
________________________________ ___________________________________
John A. Smolik Eric A. Wachter, Ph.D.
/s/ Robert J. Weinstein, M.D. /s/ Lois Weinstein
________________________________ ___________________________________
Robert J. Weinstein, M.D. Lois Weinstein
