Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
TUTOGEN MEDICAL INC.
______________________________________________________________________________
(Name of Issuer)
Common Stock
______________________________________________________________________________
(Title of Class of Securities)
09058x109
______________________________________________________________________________
(CUSIP Number)
Thomas W. Pauken, Liquidation Trustee
Renaissance Capital Partners II, Ltd.
10751 Mapleridge Drive
Dallas, Texas 75238
(214) 341-5033
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 31, 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 that is the subject of this Schedule 13D, and is filing
this schedule because of Sec. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. /X/
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Sec. 240.13d-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).<PAGE>
13D
CUSIP No. 09058x109
______________________________________________________________________________
(1) Names of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Renaissance Capital Partners II, Ltd. 75-2407159
______________________________________________________________________________
(2) Check the appropriate box if a member of a group
______________________________________________________________________________
(3) SEC use only
______________________________________________________________________________
(4) Source of funds
WC
______________________________________________________________________________
(5) Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e)
______________________________________________________________________________
(6) Citizenship or place of organization
Texas
______________________________________________________________________________
Number of shares beneficially owned by each reporting person with:
______________________________________________________________________________
(7) Sole voting power
8,169,278
______________________________________________________________________________
(8) Shared voting power
0
______________________________________________________________________________
(9) Sole dispositive power
8,169,278
______________________________________________________________________________
(10) Shared dispositive power
0
______________________________________________________________________________
(11) Aggregate amount beneficially owned by each reporting person
8,169,278
______________________________________________________________________________
(12) Check if the aggregate amount in Row (11) excludes certain shares
______________________________________________________________________________
(13) Percent of class represented by amount in Row (11)
62.4 %
______________________________________________________________________________
(14) Type of reporting person
PN, IV<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock (the "Shares"), of Tutogen
Medical, Inc., a Florida corporation (the "Company"), the principal executive
office of which is located at 1719 Route 10, Suite 314, Parsippany, New Jersey
07054.
Item 2. Identity and Background
(a)-(c) Renaissance Capital Partners II, Ltd. (the "Filing Party") is a
Texas limited partnership that has elected to operate as a business
development company under the Investment Company Act of 1940. Effective
October 1, 1998, Thomas W. Pauken was appointed as the Liquidation Trustee of
the Filing Person, and the authority previously held by the Managing General
Partner of the Filing Person was transferred to Mr. Pauken, whose business
address is 10751 Mapleridge Drive, Dallas, Texas 75238. Mr. Pauken is an
attorney and mediator.
(d)-(e) Mr. Pauken has not, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been 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, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Shares beneficially owned by the Filing Party consist primarily of
Shares previously reported. Additional Shares were acquired effective January
31, 1999 in exchange for assets of the Filing Party, including the voluntary
conversion of principal, accrued interest and accrued expenses on a debenture
issued by the Company and $300,000 in the form of cash, which was previously
held as working capital of the Filing Party. Additional information regarding
the transactions that were consummated on January 31, 1999 is contained in
Items 4 and 5.
Item 4. Purpose of Transaction
The purpose of this filing is to reflect that the Filing Party, which has
previously reported its ownership of securities of the Company on Schedule
13G, has acquired additional securities of the Company and now holds the
Company's securities with a purpose of influencing control of the Company.
At the conclusion of the transactions described in Item 5, which were
consummated effective January 31, 1999, the Filing Party beneficially owns
securities aggregating 62.4 % of the outstanding voting securities of the
Company (based upon information contained in the Company's periodic reports).
The Filing Party has determined that, in an effort to support improvement in
the Company's performance, it would be advisable for the Filing Party to seek
to become more actively involved in the direction of the Company's operations
and policies, and the Filing Party has initiated discussions with the Company
with a view toward increasing its role. In that regard, the Filing Party
intends to seek additional representation on the board of directors of the
Company and is considering other actions that could have the effect of
changing the composition of the board of directors, changing the number of
directors or taking or supporting other similar actions. However, the Filing
Party has not presently adopted specific plans or proposals with regard to the
composition of the board of directors.
Except as stated in the foregoing paragraph, the Filing Party has not
formulated plans or proposals which relate to or would result in any of the
changes referred to in the Instructions to Item 4 of Schedule 13D.
The Filing Party may acquire or dispose of securities of the Company as
it deems appropriate, whether in open market purchases, privately negotiated
transactions or otherwise, subject to market conditions. While it is not the
Filing Party's present intention to do so, it reserves the right to dispose of
some or all of its securities in the open market or in privately negotiated
transactions to third parties or otherwise.
Item 5. Interest in Securities of Issuer
(a) As of February 1, 1999 the Filing Party is the beneficial owner of
7,769,278 Shares, representing approximately 62.4% of the outstanding shares
of the Company (including for this purpose Shares issued in the transactions
described below and Shares issuable upon exercise of warrants and upon
conversion of a debenture owned by the Filing Party; all of the warrants and
the debenture are presently convertible or exercisable.
(b) The Filing Party has the sole power to vote and to dispose of the
Shares which are the subject of this statement.
(c) Except as set forth below, the Filing Party has not engaged in any
transactions in Shares during the past sixty days.
Effective January 31, 1999, the Filing Party and the Company entered into
several inter-related transactions, as follows:
(i) the Filing Party exercised its right to convert the outstanding
principal, accrued interest and accrued expenses on a convertible debenture in
the principal amount of $2,074,081.06 in accordance with the terms of the
debenture, resulting in the issuance to the Filing Party of 4,600,507 Shares
and, as additional consideration for the agreement to convert the debenture,
the Company issued to the Filing Party an additional 149,334 Shares;
(ii) warrants held by the Filing Party to purchase 1,353,957 Shares
were amended. These warrants previously were subject to exercise prices of
$2.50 and $2.60 per Share; as amended, the exercise prices of the warrants are
$1.25 per Share if the warrants are exercised prior to June 30, 2000. If not
so exercised, the exercise prices will revert to the original exercise prices
of the warrants; and
(iii) the Filing Party acquired 300,000 Shares, together with
warrants to purchase an additional 300,000 Shares at an exercise price of
$1.50 per Share, in exchange for $300,000 cash.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
A copy of the Agreement to Convert Debt and Accruals to Common Stock by
and between the Filing Party and the Company, dated January 29, 1999, is
incorporated herein by reference and appears as Exhibit 6(a).
Item 7. Material to be Filed as Exhibits.
Exhibit 6(a): Agreement to Convert Debt and Accruals to Common Stock
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.
Date: February 10, 1999 RENAISSANCE CAPITAL PARTNERS II, LTD.
By: _______/s/____________
Thomas W. Pauken
Liquidation Trustee<PAGE>
Exhibit 6(a) Agreement to Convert Debt and Accruals to Common Stock
Agreement between Renaissance Capital Partners II, Ltd. (herein "Renaissance")
and Tutogen Medical, Inc. (herein "Tutogen") witnesseth that;
Whereas Renaissance is the holder of certain indebtedness and securities of
Tutogen including the following:
(a) Convertible Debenture issued by Tutogen in the face amount of $2,074,081
(herein "Debenture I") such Debenture I and accrued interest thereon being
convertible into Tutogen common stock at $0.4699688 per share conversion
price;
(b) accrued interest on Debenture I in the amount of $62,904.31 for the
period October 1, 1998 through January 31, 1999.
(c) Convertible Debenture issued by Tutogen in the face amount of $500,000
(herein "Debenture II") such Debenture II and accrued interest thereon being
convertible into Tutogen common stock at $1.35 per share conversion price;
(d) accrued interest on Debenture II in the amount of $15,164.39 for
October 1, 1998 through January 31, 1999;
(e) accrued expenses in the amount of $9,945.02 as of January 31, 1999.
(f) Stock Purchase Warrants to purchase 1,353,957 shares of Common Stock at
an Exercise Price of $2.50 per share, such warrants being exercisable until
December 31, 2000;
And whereas Tutogen has a requirement of additional financing and seeks to
obtain such funding by an offering of 1,000,000 Units of Common Shares and
Warrants to Purchase Shares, all as provided in Tutogen's Placement Offering
as was approved by its Board of Directors.
And whereas, in support thereof, Tutogen has requested Renaissance participate
in such offering to the amount of $300,000 and further to exercise its
Debenture I conversion rights at the present time and to induce Renaissance to
do so and thereby eliminate such indebtedness from the books of the Company in
order to strengthen its financial position is willing to provide additional
considerations to Renaissance;
And whereas Renaissance is willing do so in consideration of the following
agreements and understanding, now therefore it is:
Agreed that:
(1) Tutogen will prepay interest on Debenture I for the period from February
1, 1999 through January 31, 2000 in the aggregate amount of $186,667.21, such
payment to be made in Tutogen Common Stock at an agreed issue price of $1.25
per share for a total of 149,334 Shares.
(2) Tutogen will amend the Stock Purchase Warrants totaling 1,353,957 to
provide that the exercise price shall be reduced to $1.25 per share if such
Warrants are exercised prior to June 30, 2000, after which date such warrants
shall revert to their initial terms.
(3) Renaissance will exercise its conversion rights pursuant to the terms of
the $2,074,081 Convertible Debenture including the accrued interest thereon
and accrued expenses todate and also including interest due on Debenture II
(Items "a", "b" "d" and "e" above) all such to be converted in accordance with
and at the stated Debenture conversion price of $0.4699688 per share for a
total of 4,600,507 shares.
(4) Renaissance acknowledges and agrees that shares received pursuant to
this agreement will bear a legend and will be restricted from sale until
March 31, 2000.
Except as herein provided, all other terms and conditions of the Stock
Purchase Warrants and Debentures and all related agreements remain in full
force and effect.
This agreement may be executed in one or more counterparts and shall be valid
and binding as of the date hereof. Agreements may be transmitted by
electronic facsimile transmission and upon receipt of such, and acknowledgment
by return facsimile transmission of such receipt and reliance thereon, such
agreement shall be binding.
This agreement dated and effective as of January 29, 1999.
Tutogen Medical, Inc.
By: /s/ Karl M. Meister
Title: President and CEO
Renaissance Capital Partners II, Ltd.
By: /s/ Thomas W. Pauken
Title: Liquidation Trustee
