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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*
PHOTOGEN TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
71932A-10-1
(CUSIP Number)
John Smolik
c/o Photogen Technologies, Inc.,
7327 OAK RIDGE HIGHWAY, SUITE B, KNOXVILLE, TN 37931
(865/769-4012)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 18, 2000
(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 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 proper 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).
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CUSIP No. 71932A-10-1
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification John Smolik
Nos. of Above Persons
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(2) Check the Appropriate Box if a (a) X
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Member of a Group (See Instructions) (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) 00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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(6) Citizenship or Place of Organization United States
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Number of Shares Beneficially (7) Sole Voting Power 2,500,267(A)
Owned by Each Reporting Person
With ----------------------------------------------
(8) Shared Voting Power 0(A)
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(9) Sole Dispositive Power 2,500,267
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(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 2,500,267(A)
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(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) /X/(A)
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(13) Percent of Class Represented by Amount
in Row (11) 6.69%
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(14) Type of Reporting Person (See Instructions) IN
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(A) Reporting person disclaims beneficial ownership of shares owned by
persons other than himself who are parties to an Amended and Restated Voting
Agreement or an Amended and Restated Standby Agreement. See description of
Amended and Restated Voting Agreement and Amended and Restated Standby Agreement
in Item 4, below.
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CUSIP No. 71932A-10-1
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Smolik Family LP
Nos. of Above Persons
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(2) Check the Appropriate Box if a (a) X
Member of a Group (See Instructions) ----------------------------
(b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) 00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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(6) Citizenship or Place of Organization Illinois
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Number of Shares Beneficially (7) Sole Voting Power 2,000,000(A)
Owned by Each Reporting Person
With ----------------------------------------------
(8) Shared Voting Power 0(A)
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(9) Sole Dispositive Power 2,000,000
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(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned
By Each Reporting Person 2,000,000(A)
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(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) /X/(A)
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(13) Percent of Class Represented by Amount
in Row (11) 5.35%
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(14) Type of Reporting Person (See Instructions) PA
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(A) Reporting person disclaims beneficial ownership of shares owned by
persons other than it who are parties to an Amended and Restated Voting
Agreement or an Amended and Restated Standby Agreement. See description of
Amended and Restated Voting Agreement and Amended and Restated Standby Agreement
in Item 4, below.
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Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to 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 the person
filing this Schedule 13D: (a) name; (b) business address; (c) principal
occupation and name, business and address of employer; (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.
I.
a) John Smolik
b) Photogen Technologies, Inc., 7327 Oak Ridge Highway, Suite B,
Knoxville, TN 37931
c) Former Director, President and Chief Executive Officer of the
Issuer and current employee of Photogen, Inc. a wholly owned
subsidiary of the Issuer
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws
f) United States
II.
a) Smolik Family LP (John Smolik, General Partner)
b) c/o John T. Smolik, Photogen Technologies, Inc., 7327 Oak
Ridge Highway, Suite B, Knoxville, TN 37931
c) Investment Partnership
d) No criminal convictions (1)
e) No adverse civil judgments for violations of securities laws
(1)
f) Illinois
(1) During the last five years, neither the filing person nor any
person described in General Instruction C to Schedule 13D with respect to a
filing person that is an entity has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor have such persons
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction that resulted in his 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.
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Mr. Smolik acquired his Common Stock from the Issuer on May 16, 1997 as
a result of the merger between Photogen, Inc. (of which he and four other
investors were the sole stockholders) and a wholly-owned subsidiary of Issuer.
The consideration for the Common Stock Mr. Smolik received from the Issuer was
his interest in Photogen, Inc.
Since May of 1997, none of the reporting persons have acquired any
additional shares from the Issuer. The reporting persons have transferred a
portion of their shares to various entities controlled by them or disposed of
certain shares to third parties by gift or sale.
In May and June 1998, in two separate private transactions, Mr.
Smolik sold 20,000 shares of Common Stock to a third party at a sale price
per share of $24.00, and 192,000 shares of Common Stock to a third party at a
sale price per share of $.15. The buyer of the shares in each instance
represented to Mr. Smolik that he acquired the shares for investment purposes
and not with a view to the resale or distribution thereof in compliance with
applicable securities laws.
On June 3, 1998, in a private transaction, Mr. Smolik sold 63,333
shares of Common Stock to a third party. The buyer of the shares represented
that he acquired the shares for investment purposes and not with a view to
the resale or distribution thereof in compliance with applicable securities
laws. The sale price per share was $8.21.
In November 1998, Mr. Smolik gifted a total of 15,000 shares of the
Common Stock to various third parties.
In December 1998, Mr. Smolik transferred 2,000,000 shares of Common
Stock to the Smolik Family LP. Mr. Smolik is the general partner of the
partnership and retains beneficial ownership of all 2,000,000 shares
transferred to the partnership.
In April and June 1999, Mr. Smolik gifted a total of 9,400 shares of
Common Stock to various third parties.
Item 4. PURPOSE OF TRANSACTION.
The reporting persons previously filed Schedule 13Ds on February 25,
1998, May 12, 1998, July 27, 1998 and December 30, 1998 as members of a "group"
pursuant to Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d-3.
The members of the group are now filing individually pursuant to Rule
13(d)-1(k)(1)(i).
The shares of Common Stock beneficially owned by the reporting persons
are subject to an Amended and Restated Voting Agreement (which was attached as
an Exhibit to Amendment No. 2 to Schedule 13D dated July 27, 1998) and further
amended by Amendment No. 1 to Amended and Restated Voting Agreement on September
30, 1999 which is attached hereto as Exhibit No. 2 (the "Amended Agreement").
The Amended Agreement was entered into among
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Eric Wachter, Ph.D., Craig Dees, Ph.D., Walter Fisher, Ph.D., Tim Scott, Ph.D.,
and John Smolik (the "Tennessee Stockholders") and Robert Weinstein, M.D. (the
"Chicago Stockholder"). The Amended Agreement generally provides that the
Tennessee Stockholders and Chicago Stockholder will vote shares of Common Stock
beneficially owned by them (i) in accordance with the unanimous recommendation
of the Board of Directors and with respect to any amendments to the Articles of
Incorporation or Bylaws, (ii) to fix the number of directors at seven, (iii) to
elect to the Board of Directors five persons nominated by holders of 80% of the
shares of the Tennessee Stockholders and two persons nominated by holders of 80%
of the shares of the Chicago Stockholder (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 Stockholder. Accordingly, the parties to the Amended and Restated Voting
Agreement may be deemed to share voting power with respect to their shares.
The shares of Common Stock beneficially owned by the reporting persons
are also subject to an Amended and Restated Standby Agreement among John T.
Smolik, Walter G. Fisher, Timothy Scott, Eric A. Wachter, and Theodore
Tannebaum. Mr. Smolik, Drs. Scott, Wachter, Dees and Fisher who as of September
1, 2000 collectively hold approximately 22,558,435 shares of the Issuer's Common
Stock, have agreed not to sell or otherwise dispose of those shares for a period
ending August 2001, without the prior written consent of Mr. Tannebaum. Under
the Amended and Restated Standby Agreement, Mr. Tannebaum must consult with the
placement agent for the Issuer's private placement of Series B Convertible
Preferred Stock concerning any proposed disposition by those five individuals
until December 31, 2000. The reporting persons disclaims beneficial ownership of
all shares owned by Mr. Tannebaum, Drs. Dees, Fisher, Scott and Wachter, or by
the Issuer's placement agent.
Except as described above, no reporting person has any current plans or
proposals that relate to or would result in:
a. The acquisition 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;
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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>
NAME OF ITEM OR PERSON COMMON STOCK % OF CLASS (1) VOTING POWER
BENEFICIALLY OWNED
<S> <C> <C> <C>
John Smolik 2,500,267 (2) 6.69% Sole (3)
Smolik Family LP 2,000,000 (2) 5.35% 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 37,383,386 shares of
Common Stock of the Issuer outstanding as of September 1, 2000.
(2) Excludes shares of Common Stock owned by other persons that are
subject to the Amended and Restated Voting Agreement and Amended and Restated
Standby Agreement described in Item 4, above.
(3) Common Stock owned by the reporting person is subject to the
Amended and Restated Voting Agreement and Amended and Restated Standby Agreement
described in Item 4, above which requires such person to vote such shares or
obtain the prior approval of Mr. Tannebaum prior to any disposition as specified
therein.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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The Amended and Restated Voting Agreement and Amended and Restated
Standby Agreement with the reporting person are described in Item 4, above.
There are no other contracts, arrangements or understandings among any of the
Item 2 person made or entered into specifically with respect to holding, voting
or disposing of the Common Stock of the issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed with this Schedule 13D
1. Original Amended and Restated Voting Agreement entered into as of June
17, 1998, by and among Eric A. Wachter, Ph.D., Craig Dees, Ph.D.,
Walter Fisher, Ph.D., Tim Scott, Ph.D., John Smolik and Robert J.
Weinstein, M.D. (incorporated by reference to Exhibit 2 of Amendment
No. 2 to the Schedule 13D filing dated July 27, 1998).
2. Amendment No. 1 to Amended and Restated Voting Agreement entered into
as of September 30, 1999 by and among Eric A. Wachter, Ph.D., Craig
Dees, Ph.D. Walter G. Fisher, Ph.D., Tim Scott, Ph.D., John Smolik and
Robert J. Weinstein and joined into by Photogen Technologies, Inc.
3. Amended and Restated Standby Agreement by and between Theodore
Tannebaum, John T. Smolik, as President of the Issuer and individually,
Craig Dees, Ph.D., Walter G. Fisher, Ph.D., Timothy Scott and Eric A.
Wachter, Ph.D., dated November 9, 1999.
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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: September 18, 2000
/s/ John T. Smolik
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JOHN T. SMOLIK, on his own behalf and as General
Partner of the Smolik Family LP
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