SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IGENE BIOTECHNOLOGY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
45169510-0
(CUSIP Number)
Fraydun Manocherian
3 New York Plaza
NEW YORK, NEW YORK 10004
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 3, 1997
(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: 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 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).
(Continued on following pages)
(Page 1 of 5 Pages)
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SCHEDULE 13D
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CUSIP No. 45169510-0 Page 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fraydun Manocherian
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF.
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5 CHECK BOX 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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,570,000
OWNED BY
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8 SHARED VOTING POWER
EACH
REPORTING
PERSON WITH
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9 SOLE DISPOSITIVE POWER
8,570,000
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10 SHARED DISPOSITIVE
POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,570,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to Common Stock, par value $.01 per share (the
"Common Stock"), of IGENE Biotechnology, Inc., a Maryland corporation ("The
Company"), whose principal executive offices are located at 9110 Red Branch
Road, Columbia, MD 21045.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Fraydun Manocherian, an individual,
whose place of business is located at: 3 New York Plaza, New York, New York
10004 (the "Reporting Person").
The principal business of the Reporting Person is: Real Estate
Developer.
The Reporting Person has not been, during the last five years, (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violations with respect to such laws.
The Reporting Person is a United States Citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the securities acquired by Mr.
Manocherian pursuant to the Bridge Loan (as defined below) was $375,000 all of
which was obtained from personal funds. The aggregate purchase price of the
Common Stock acquired by Mr. Manocherian was $165,687, all of which was obtained
from personal funds. The aggregate purchase price of the Units (as described
below) was $375,000 which was paid for through the cancellation of the $375,000
of notes acquired pursuant to the Bridge Loan (as defined below).
ITEM 4. PURPOSE OF TRANSACTION.
Effective August 1, 1997, various directors of the Company (Messrs.
Abeles, Cenerazzo, Kempner and Knafel), the Reporting Person (the "Investors")
and the Company entered into a Loan Agreement pursuant to which the Investors
agreed to make advances to the Company from time to time in an aggregate
principal amount for all such advances outstanding not to exceed $2,000,000 at
any time (the "Bridge Loan"). The outstanding principal amount of the Bridge
Loan bears interest at the rate of 8% per annum. The Bridge Loan is due and
payable on the first to occur of March 31, 1998, or the closing of a Rights
Offering (described below). At the option of each Investor, all indebtedness
under the Bridge Loan will be repaid and canceled through the use of proceeds
from the Rights Offering or will be converted into Common Stock of the Company
at a conversion price of $.10 per share.
The Company undertook a Rights Offering (the "Rights Offering")
in which the Company sought to raise up to $5,000,000 by issuing to each holder
of Common Stock (including Common Stock issuable upon conversion or exercise of
outstanding convertible notes, preferred stock, warrants and options of the
Company on an as converted basis) one transferable Right (a "Right") for each
share of Common Stock or equivalent thereof. Each Right entitled the holder to
purchase prior to March 31, 1998, at a subscription price of $.10 per Unit (a
"Unit"), .54 Units. Each Unit consists of $.10 principal amount of notes and
warrants to purchase Common Stock of the Company at an exercise price of $.10.
If the Company does not raise at least $2 million in the Rights
Offering, the Investors have agreed to purchase Units equal to the difference
between $2 million and the proceeds received from the Rights Offering. This will
insure to the Company that the Company will receive at least $2 million of
proceeds pursuant to the Rights Offering.
In consideration of the Investors committing to make the Bridge Loans
and agreeing to subscribe for Units pursuant to the Rights Offering to insure
the Company receives at least $2 million in the Rights Offering, the Company
agreed to issue to the Investors warrants, at an exercise price of $.10 per
warrant, to purchase 10 shares of Common Stock for each $1.00 of loans made by
each Investor.
The Reporting Person agreed to invest $375,000 pursuant to the Bridge
Loan.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of April 1, 1998, the Reporting Person beneficially owned 1,070,000
Shares of Common Stock, $375,000 principal amount of notes and warrants to
purchase 7,500,000 shares of Common Stock, which, assuming conversion of all
notes and exercise of all warrants would amount to 8,570,000 shares of Common
Stock of the Company, or 44.6%.1
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1 Under the rules of the Securities and Exchange Commission, the calculation of
the percent assumes for each person that only such person's warrants, options or
convertible notes are exercised or converted and that no other person exercises
or converts outstanding warrants, options or convertible notes. Accordingly,
this percentage is not on a fully-diluted basis.
<PAGE>
Pursuant to the Rights Offering, the Reporting Person received
8,510,000 Rights on February 17, 1998 (one for each share of common stock
beneficially owned as of February 13, 1998) to Purchase Units. Except for the
exercise of Rights to purchase 3,750,000 Units (described below), the Rights
expired on March 31, 1998.
The transactions by the Reporting Person pursuant to the Bridge Loan
were as follows: on June 5, 1997, July 3, 1997, July 29, 1997, September 4,
1997, September 24, 1997 and October 20, 1997, the Company issued demand
promissory notes to the Reporting Person for an aggregate consideration of
$375,000. The Reporting Person loaned $62,500 to the Company in each such
transaction. The Reporting Person also received warrants to purchase 3,750,000
shares of Common Stock at an exercise price of $.10 as described above.
On February 9, 1998, the Reporting Person sold 79,500 shares of Common
Stock in the open market for an aggregate consideration of $5,366.00. On March
4, 1998, the Reporting Person purchased 20,000 shares of Common Stock in the
open market for an aggregate consideration of $2,100.00. On March 9, 1998, the
Reporting person purchased 40,000 shares of Common Stock in the open market for
an aggregate consideration of $4,400.00.
On March 31, 1998, the Reporting Person purchased 3,750,000 Units in
the Rights Offering for an aggregate consideration of $375,000. The Reporting
Person paid the Company for the purchase of these Units through the cancellation
of the $375,000 in promissory notes received as part of the Bridge financing.
All securities were acquired for investment.
ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than the Bridge Loan described in Item 4 above, the Reporting
Person has no contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Loan Agreement dated as of August 1, 1997, by and between the
Reporting Person and the Company constituting exhibit 10.7 to Registration
Statement No. 333-41581 is hereby incorporated by reference.
<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.
April 7, 1998 /s/ Fraydun Manocherian
Fraydun Manocherian
