SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
EPITOPE, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
294261102
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(CUSIP Number)
Dennis J. Block, Esq., Cadwalader, Wickersham & Taft, 100 Maiden Lane,
NY, NY 10038 (212) 504-6000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
AUGUST 11, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box .
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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. 294261102 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sawtooth Capital Management, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) X (b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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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
Delaware
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7 SOLE VOTING POWER
137,890
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 137,890
----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,983,650
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 294261102 PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sawtooth Capital Management, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) X (b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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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
Delaware
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7 SOLE VOTING POWER
1,845,760
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,845,760
----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,983,650
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 294261102 PAGE 4 OF 9 PAGES
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, no par value per
share (the "Common Stock"), of Epitope, Inc. (the "Corporation"). The
Corporation's principal executive office is located at 8505 S.W. Creekside
Place, Beaverton, Oregon 97008.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Sawtooth Capital Management, Inc.
and Sawtooth Capital Management, L.P. (each a "Reporting Person" and together
the "Reporting Persons").
1. Sawtooth Capital Management, Inc. is a Delaware corporation. The
sole executive officers and directors of Sawtooth Capital Management
are Bartley B. Blout and George H. Brandon. Bartley B. Blout is the
controlling stockholder of Sawtooth Capital Management, Inc. The
principal business of Sawtooth Capital Management, Inc. is investing
in securities and other investment instruments. Sawtooth Capital
Management, Inc. acts as investment advisor to Sawtooth Offshore
Limited, and as general partner to Sawtooth Capital Management,
L.P., which in turn is the general partner of Sawtooth Partners, L.P
and the investment advisor to Polaris Prime Small Cap Value, L.P.
The address of the principal business and the principal office of
Sawtooth Capital Management, Inc. is 1801 Century Park East, Suite
460, Los Angeles, CA 90067. During the last five years, Sawtooth
Capital Management, Inc. has not been convicted in a criminal
proceeding (exluding traffic violations or similar misdemeanors).
During the last five years, Sawtooth Capital Management, Inc. has
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which
it was or is subject to 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.
2. Sawtooth Capital Management, L.P. is a Delaware limited partnership.
The general partner of Sawtooth Capital Management, L.P. is Sawtooth
Captial Management, Inc. The principal business of Sawtooth Capital
Management, L.P. is investing in securities and other investment
instruments. Sawtooth Capital Management, L.P. acts as general
partner to Sawtooth Partners, L.P. and as investment advisor to
Polaris Prime Small Cap Value, L.P. The address of the principal
business and the principal office of Sawtooth Capital Management,
L.P. is 1801 Century Park East, Suite 460, Los Angeles, CA 90067.
During the last five years, Sawtooth Capital Management, L.P. has
not been convicted in a criminal proceeding (exluding traffic
violations or similar misdemeanors). During the last five years,
Sawtooth Capital Management, L.P. has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it was or is subject to judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject
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CUSIP No. 294261102 PAGE 5 OF 9 PAGES
to, federal or state securities laws or finding any violation with
respect to such laws.
3. The address of the business address of Mr. Blout is 1801 Century
Park East, Suite 460, Los Angeles, CA 90067. Mr. Blout is the
president and controlling stockholder of Sawtooth Capital
Management, Inc. During the last five years, Mr. Blout has not been
convicted in a criminal proceeding (exluding traffic violations or
similar misdemeanors). During the last five years, Mr. Blout has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, as a result of which he was or is
subject to 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. Mr. Blout is a citizen of the United States.
4. The address of the business address of Mr. Brandon is 1801 Century
Park East, Suite 460, Los Angeles, CA 90067. Mr. Brandon is vice
president and a minority stockholder of Sawtooth Capital Management,
Inc. During the last five years, Mr. Brandon has not been convicted
in a criminal proceeding (exluding traffic violations or similar
misdemeanors). During the last five years, Mr. Brandon has not been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, as a result of which he was or is subject
to 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.
Mr. Brandon is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock beneficially owned by the Reporting
Persons were acquired through purchases on the open market. Funds used to
purchase the shares came from the working capital of Sawtooth Partners, L.P.,
Sawtooth Offshore Limited and Polaris Prime Small Cap Value, L.P.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired their beneficial ownership in the
shares of Common Stock for investment purposes on behalf of Sawtooth Partners,
L.P., Sawtooth Offshore Limited and Polaris Prime Small Cap Value, L.P. At the
time the Reporting Persons acquired such shares, the Reporting Persons did not
have any plan or proposal which related to, or would result in any action with
respect to, the matters listed in paragraphs (b) through (j) of Item 4 of
Schedule 13D.
However, the Reporting Persons currently believe that the
Corporation is undervalued and that management of the Corporation should
consider alternatives to enhance shareholder value. Unless and until the
Corporation's management takes appropriate measures to protect the interests of
the Corporation's stockholders and improve shareholder value, the Reporting
Persons intend to review, and may pursue, alternatives with respect to their
investment in the Corporation, including, without limitation, making proposals
to the Corporation's board of
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CUSIP No. 294261102 PAGE 6 OF 9 PAGES
directors (including with regard to a possible sale of the Corporation), seeking
representation on the Corporation's board of directors, and seeking proxies and
written consents from and otherwise discussing stockholder matters with the
Corporation's other stockholders. Accordingly, the Reporting Persons reserve
their right to take any of the actions referred to in paragraphs (a) through (j)
of Item 4 of Schedule 13D. Neither of the Reporting Persons has made a decision
to pursue any of the foregoing alternatives.
In the future, the Reporting Persons may decide to purchase
additional shares of Common Stock in the open market or private transactions, or
to sell any or all of their shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Corporation's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999, as of March 31, 1999, the Corporation had
issued and outstanding 14,054,571 shares of Common Stock.
Sawtooth Capital Management, Inc. is the beneficial owner of 137,890
shares of Common Stock or 1% of the outstanding Common Stock, consisting of
127,890 shares of Common Stock owned by Sawtooth Offshore Limited and 10,000
shares of Common Stock which Sawtooth Offshore Limited has the right to acquire
pursuant to presently exercisable stock options.
Sawtooth Capital Management, L.P. is the beneficial owner of
1,845,760 of Common Stock or 13.1% of the outstanding Common Stock, consisting
of (i) 1,179,460 shares of Common Stock owned Sawtooth Partners, L.P. and
460,000 shares of Common Stock which Sawtooth Partners, L.P. has the right to
acquire pursuant to presently exercisable stock options, and (ii) 161,300 shares
of Common Stock owned by Polaris Prime Small Cap Value, L.P, and 45,000 shares
of Common Stock which Polaris Prime Small Cap Value, L.P. has the right to
acquire pursuant to presently exercisable stock options.
If the Reporting Persons act as a group, each Reporting Person may
be deemed to be the beneficial owner of an aggregate of 1,983,650 (14.1%) of the
total shares of Common Stock outstanding.
Bartley B. Blout and George H. Brandon do not own any shares of
Common Stock.
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CUSIP No. 294261102 PAGE 7 OF 9 PAGES
(b)
SAWTOOTH SAWTOOTH
CAPITAL CAPITAL
MANAGEMENT MANAGEMENT, BARTLEY B. GEORGE H.
INC. L.P. BLOUT BRANDON
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SOLE POWER TO 137,890 1,845,760
VOTE/DIRECT 0 0
VOTE
SHARED POWER 0 0
TO 0 0
VOTE/DIRECT
VOTE
SOLE POWER 137,890 1,845,760
TO DISPOSE/ 0 0
DIRECT
DISPOSITION
SHARED POWER 0 0
TO DISPOSE/ 0 0
DIRECT
DISPOSITION
(c) During the past 60 days, the Reporting Persons effected the
transactions in the Common Stock described in Exhibit A. All such transactions
were effected on the open market.
(d) Except for Sawtooth Partners, L.P., Sawtooth Offshore Limited
and Polaris Prime Small Cap Value, L.P., no person is known by the Reporting
Persons to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
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CUSIP No. 294261102 PAGE 8 OF 9 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Schedule of Transactions.
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CUSIP No. 294261102 PAGE 9 OF 9 PAGES
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: August 11, 1999
Title:
SAWTOOTH CAPITAL MANAGEMENT, L.P.
By: Sawtooth Capital Management, Inc.,
General Partner
By: /s/ Bartley B. Blout
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Bartley B. Blout
SAWTOOTH CAPITAL MANAGEMENT, INC.
By: /s/ Bartley B. Blout
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Bartley B. Blout
EXHIBIT A
SCHEDULE OF TRANSACTIONS
I. Sawtooth Capital Management, L.P. effected the following transactions on
behalf of Polaris Prime Small-Cap Value, L.P.
COMMON STOCK PURCHASED
Date Amount of Securities Price per Share
---- -------------------- ---------------
06/16/99 6,000 $5.4375
06/18/99 3,500 $5.8750
06/25/99 6,000 $5.5719
06/28/99 11,900 $5.8239
06/30/99 3,300 $5.7652
07/13/99 5,500 $5.5966
07/14/99 9,600 $5.5970
07/15/99 2,000 $5.7500
07/28/99 3,000 $5.4583
CALL OPTIONS PURCHASED
Date Amount of Securities Price per Share
---- -------------------- ---------------
06/28/99 10,000 $1.5625
07/29/99 15,000 $1.3125
II. Sawtooth Capital Management, L.P. effected the following transactions on
behalf of Sawtooth Partners, L.P.
COMMON STOCK PURCHASED
Date Amount of Securities Price per Share
---- -------------------- ---------------
06/16/99 10,000 $5.3188
06/17/99 6,000 $5.4375
06/17/99 2,600 $5.5893
06/22/99 5,000 $5.7700
06/23/99 10,000 $5.5000
06/24/99 4,000 $5.4844
06/25/99 10,000 $5.6125
06/28/99 6,600 $5.5710
06/28/99 3,000 $5.7292
06/28/99 5,500 $5.3780
06/29/99 25,000 $5.8040
06/30/99 15,000 $5.9208
06/30/99 10,000 $6.0625
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07/19/99 5,000 $5.6250
07/21/99 307,110 $5.4375
07/27/99 5,000 $5.3438
07/28/99 9,000 $5.8472
07/29/99 10,000 $5.8500
CALL OPTIONS PURCHASED
Date Amount of Securities Price per Share
---- -------------------- ---------------
06/16/99 20,000 $0.7500
06/22/99 20,000 $1.5625
06/28/99 20,000 $1.5625
06/29/99 20,000 $1.8438
07/09/99 380,000 $1.3125
CALL OPTIONS SOLD
Date Amount of Securities Price per Share
---- -------------------- ---------------
07/09/99 190,000 $0.625
PUT OPTIONS SOLD
Date Amount of Securities Price per Share
---- -------------------- ---------------
06/25/99 20,000 $0.9219
III. Sawtooth Capital Management, Inc. effected the following transactions on
behalf of Sawtooth Offshore Limited.
CALL OPTION PURCHASED
Date Amount of Securities Price per Share
---- -------------------- ---------------
06/29/99 10,000 $1.8438
CALL OPTION SOLD
Date Amount of Securities Price per Share
---- -------------------- ---------------
07/09/99 10,000 $0.6250
PUT OPTION SOLD
Date Amount of Securities Price per Share
---- -------------------- ---------------
07/26/99 20,000 $0.8750
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