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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
165146
(CUSIP Number)
James C. Gale
126 East 56th Street, 24th Floor, New York, New York 10022,
212- 907-0789
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 20, 1999
(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 form 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.
*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).
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CUSIP NO. 165146 13D Page 2 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corporate Opportunities Fund, L.P.
Corporate Opportunities Fund (Institutional), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnerships
NUMBER OF 7 SOLE VOTING POWER 945,840
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 945,840
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
945,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.47%
14 TYPE OF REPORTING PERSON (See Instructions) PN
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CUSIP NO. 165146 13D Page 3 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corporate Opportunities Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
NUMBER OF 7 SOLE VOTING POWER 147,420
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 147,420
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,420
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.57%
14 TYPE OF REPORTING PERSON (See Instructions) PN
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CUSIP NO. 165146 13D Page 4 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corporate Opportunities Fund (Institutional), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnerships
NUMBER OF 7 SOLE VOTING POWER 798,420
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 798,420
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
798,420
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.50%
14 TYPE OF REPORTING PERSON (See Instructions) PN
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CUSIP NO. 165146 13D Page 5 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SMM Corporate Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
NUMBER OF 7 SOLE VOTING POWER 945,840
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 945,840
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
945,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.47%
14 TYPE OF REPORTING PERSON (See Instructions) OO
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CUSIP NO. 165146 13D Page 6 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sanders Morris Mundy Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 945,840
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 945,840
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
945,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.47%
14 TYPE OF REPORTING PERSON (See Instructions) CO
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CUSIP NO. 165146 13D Page 7 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James C. Gale
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX 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 7 SOLE VOTING POWER 945,840
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 945,840
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
945,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.47%
14 TYPE OF REPORTING PERSON (See Instructions) IN
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CUSIP NO. 165146 13D Page 8 of 13 Pages
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock of Chesapeake Biological
Laboratories, Inc., a Maryland corporation. The principal executive office of
the issuer of such securities is located at 1111 S. Paca Street, Baltimore,
Maryland 21230.
Item 2. Identity and Background.
Corporate Opportunities Fund, L.P. and Corporate Opportunities Fund
(Institutional), L.P. (the "Funds") are Delaware limited partnerships whose
principal business is making investments in the securities of other entities.
The address of their principal office is 126 East 56th Street, 24th Floor, New
York, New York 10022.
SMM Corporate Management, LLC (the "General Partner") is a Delaware limited
liability company and the sole general partner of the Funds. The principal
business of the General Partner is to act as general partner of the Funds. The
address of its principal office is 126 East 56th Street, 24th Floor, New York,
New York 10022.
Sanders Morris Mundy Inc. is a Texas corporation and the controlling member
of the General Partner. The address of its principal office is 3100 Chase Tower,
Houston, Texas 77002. Attached as Appendix A is information concerning the
executive officers and directors of Sanders Morris Mundy required to be
disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such
executive officers and directors may be deemed, but are not conceded to be
controlling persons of Sanders Morris Mundy. No corporation or other person is
or may be deemed to be ultimately in control of Sanders Morris Mundy. Sanders
Morris Mundy is a registered broker/dealer.
James C. Gale is the Chief Investment Officer, a Manager, and Member of the
General Partner. The address of his principal office is 126 East 56th Street,
24th Floor, New York, New York 10022. Mr. Gale is a citizen of the United
States.
Ben T. Morris is a Manager of the General Partner and President and a
director of Sanders Morris Mundy Inc. The address of his principal office is
3100 Chase Tower, Houston, Texas 77002. Mr. Morris is a citizen of the United
States.
During the past five years, none of the reporting persons or any of the
persons referred to in Appendix A has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
During the past five years, none of the reporting persons or any of the
persons referred to in Appendix A was or is 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 as a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction.
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CUSIP NO. 165146 13D Page 9 of 13 Pages
Item 3. Source and Amount of Funds or Other Consideration.
On May 20, 1999, Corporate Opportunities Fund, L.P. purchased 2,106 shares
of Series A Convertible Preferred Stock ("Preferred Stock") together with
warrants ("Warrants") to purchase 7,020 shares of Class A Common Stock at an
exercise price of $1.50 for an aggregate consideration of $210,600 and Corporate
Opportunities Fund (Institutional), L.P. purchased 11,406 shares of Preferred
Stock and 38,020 warrants for an aggregate consideration of $1,140,600. The
source of these funds was working capital of the Funds. The Preferred Stock is
convertible into Class A Common Stock at $1.50 per share, as adjusted for stock
splits, stock dividends, etc.
Item 4. Purpose of Transaction.
The Funds acquired 13,512 shares of Preferred Stock and 45,040 Warrants on
May 20, 1999, in a privately negotiated transaction. The 13,510 shares of
Preferred Stock are currently convertible into 900,800 shares of Class A Common
Stock. The Funds entered into this transaction for general investment purposes.
Under the terms of the Preferred Stock, the holders of Preferred Stock are
permitted, as a separate class, to elect one person to the Issuer's Board of
Directors and have the right to vote on all other matters presented to
shareholders of the Issuer, including the election of directors, on an as
converted basis. In addition, the holders of Preferred Stock have the right to
designate an observer who may attend all meetings of the Board of Directors of
the Issuer.
The Funds intend to review continuously their investment in the Issuer and
may or may not seek involvement in the Issuer's affairs. Depending on their
evaluation of the Issuer's business and prospects and future developments, the
Funds, or other individuals or entities that may be deemed to be affiliates of
the Funds, may from time to time purchase additional securities of the Issuer,
dispose of all or a portion of the securities held by such person, or cease
buying or selling shares. Any additional purchases of securities may be in open
market or privately negotiated transactions or otherwise.
Except as described in this Item 4, the Funds have no present plans or
proposals which relate or would result in: (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, (e) any material change to 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 on 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 Securities Exchange Act of 1934, as amended, or (j) any actions similar
to any of those enumerated above.
<PAGE>
CUSIP NO. 165146 13D Page 10 of 13 Pages
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Class A Common Stock
of the Issuer beneficially owned by the persons identified in Item 2 is as
follows:
Aggregate Number of Percentage of
Beneficial Owner Shares Owned Class
Corporate Opportunities Fund, L.P. 147,420(1) 2.57
Corporate Opportunities Fund 798,420(2) 12.50
(Institutional), L.P.
Corporate Opportunities Fund, L.P.
and Corporate Opportunities
Fund (Institutional), L.P. 945,840(3) 14.47
SMM Corporate Management, LLC 945,840(3) 14.47
Sanders Morris Mundy Inc. 945,840(3) 14.47
James C. Gale 945,840(3) 14.47
- ----------
(1) Includes 7,020 shares of Class A Common Stock covered by a stock purchase
warrant at an exercise price of $1.50.
(2) Includes 38,020 shares of Class A Common Stock covered by a stock purchase
warrant at an exercise price of $1.50.
(3) Includes 45,040 shares of Class A Common Stock covered by a stock purchase
warrant at an exercise price of $1.50.
(b) The number of shares of Class A Common Stock as to which there is sole
power to direct the vote, shares power to vote or to direct the vote, sole power
to dispose or direct the disposition, or shared power to dispose or direct the
disposition for each of the Reporting Persons is set forth on the cover pages,
and such information is incorporated herein by reference. To the knowledge of
the Reporting Persons, the persons listed on Appendix A in response to Item 2 do
not beneficially own any shares of Class A Common Stock of the Issuer.
(c) There have been no reportable transactions with respect to the Class A
Common Stock of the Issuer within the last 60 days by any of the Reporting
Persons except for the acquisition of beneficial ownership of shares being
reported on this Schedule 13D.
(d) The Funds have the right to receive all dividends on the Preferred
Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
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CUSIP NO. 165146 13D Page 11 of 13 Pages
Item 7. Material to be Filed as Exhibits.
Exhibit Title
A Joint Filing Agreement
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.
Date: May 28, 1999
Corporate Opportunities Fund, L.P.
Corporate Opportunities Fund
(Institutional), L.P.
By: SMM Corporate Management, LLC
By /s/ James C. Gale
-----------------------------------
James C. Gale, Manager
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).
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CUSIP NO. 165146 13D Page 12 of 13 Pages
Exhibit A
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.
Date: May 28, 1999
Signatures:
SMM Corporate Management, LLC
By /s/ James C. Gale
-------------------------------------
Name: James C. Gale
Title: Manager and Chief Investment Officer
Sanders Morris Mundy Inc.
By /s/ James C. Gale
---------------------------------
Name: James C. Gale
Title: Managing Director
------------------------------
/s/ James C. Gale
- ------------------------------------
James C. Gale
___________
Each Reporting Person certifies only the information in Item4 regarding, himself
or itself, as the case may be.
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CUSIP NO. 165146 13D Page 13 of 13 Pages
Appendix A
Directors and Executive Officers of
Sanders Morris Mundy Inc.
The following table sets forth the name, business address, and present
principal occupation or employment of each director and executive officer of
Sanders Morris Mundy Inc. Unless otherwise indicated below, each such person is
a citizen of the United States and the business address of each such person is
3100 Chase Tower, Houston, Texas 77002. Except as indicated below, during the
last five years, none of the persons listed below has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
was or is 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 as a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
Present Principal Occupation or Employment;
Name Business Address
- ---- ----------------
Don A. Sanders Chairman of the Executive Committee
Ben T. Morris President, Chief Executive Officer, and Director
George L. Ball Chairman of the Board
John I. Mundy Director
John E. Drury Director; Mr. Drury is Chief Executive Officer of Waste
Management, Inc.; his business address is 1001 Fannin,
Suite 4000, Houston, Texas 77002
Michael S. Chadwick Senior Vice President
Charles L. Davis Vice President, Investment Banking & Assistant
Secretary
Bruce R. McMaken Vice President, Investment Banking
Sandy Williams Secretary
