OMB APPROVAL
----------------------------
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994
Washington, D.C. 20549 Estimated average burden
hours per response ... 14.90
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ADVANCED POLYMER SYSTEMS, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
00754G-10-2
--------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Page 1 of 8 pages
<PAGE>
3100 Schedule 13G
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
CUSIP No. 00754G-10-2 13G Page 2 of 8 Pages
- --------------------- ------ -------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ORTELIUS TRADING L.P.; 13-3512778
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY ------------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER 0
EACH
REPORTING ------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER 0
PERSON WITH
------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER 0
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0 shares of Common Stock
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
BD
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
3100 Schedule 13G
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
CUSIP No. 00754G-10-2 13G Page 3 of 8 Pages
----------- ------ -------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GDK, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- -------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER 617,718
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER 0
EACH ----------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 617,718
----------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER 0
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 617,718 shares of Common Stock
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
BD
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Advanced Polymer Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3696 Haven Avenue
Redwood City, California 94063
Item 2(a). Name of Person Filing:
This Amendment 1 to Form 13G is being filed by (i) GDK, Inc., a corporation
formed under the laws of the British Virgin Islands ("GDK"), with respect to
shares of common stock of the issuer ("Common Stock") beneficially owned by it
as of December 31, 1995, and (ii) Ortelius Trading L.P., a Delaware limited
partnership ("Ortelius").
As of December 31, 1995, Ortelius no longer beneficially owned any shares
of Common Stock.
Pursuant to Rule 13d-3(d)(1), the aggregate number of shares of Common
Stock beneficially owned by GDK as of December 31, 1995, is 617,718. This total
is comprised of 617,718 shares of Common Stock underlying warrants. As of
December 31, 1995, GDK also had a short position of 17,432 shares of Common
Stock. Caxton Corporation, a Delaware corporation ("Caxton"), is GDK's trading
advisor. Subject to termination of its contractual relationship with GDK by a
vote of its Board of Directors, Caxton acts on behalf of GDK as its trading
advisor. In such capacity, Caxton directs GDK's securities investments and is
vested with authority over the voting and disposition of the shares of Common
Stock.
Item 2(b). Address of Principal Business Office, or, if None,
Residence.
The address of the principal office of Ortelius Trading L.P.
is 667 Madison Avenue, 10th floor, New York, New York 10021. The
address of the principal office of GDK, Inc. is c/o its Manager,
Leeds Management Limited, 129 Front Street, Penthouse, Hamilton
HM12 Bermuda.
Item 2(c). Citizenship:
Ortelius: Delaware
GDK: British Virgin Islands
Page 4 of 8 pages
<PAGE>
Item 2(d). Title of Class of Securities:
Common Stock, no par value
Item 2(e). CUSIP NUMBER: 00754G-10-2
Item 3. The reporting persons originally filed as a group, in accordance with
Rule 13d-1(b)(1)(ii)(H). Each of the reporting persons is a broker or dealer
registered under Section 15 of the Securities Exchange Act of 1934. Subsequent
to the disposition of the Common Stock beneficially owned by Ortelius, Ortelius
filed Form BDW in order to withdraw its broker-dealer registration.
Item 4. Ownership.
(a) Amount beneficially owned: The amount of securities beneficially owned
by Ortelius as of December 31, 1995, is zero. The amount of securities
beneficially owned by GDK as of December 31, 1995, is 617,718, consisting,
pursuant to Rule 13d-3(d)(1), of 617,718 shares of Common Stock underlying
warrants. As of December 31, 1995, GDK also had a short position of 17,432
shares of Common Stock.
(b) Percent of class: As of December 31, 1995, Ortelius beneficially owned
0.0% of the class of Common Stock. As of December 31, 1995, GDK beneficially
owned 3.6% of the class of Common Stock.
(c) Number of shares as to which Ortelius has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 0
Number of shares as to which GDK has:
(i) Sole power to vote or to direct the vote: 617,718
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
617,718
(iv) Shared power to dispose or to direct the disposition
of: 0
Item 5. Ownership of Five Percent or Less of a Class. Each of Ortelius and GDK
has ceased to be the beneficial owner of more than five percent of the Common
Stock.
Page 5 of 8 pages
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of
Another Person. NA
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Reported on the Parent Holding
Company. NA
Item 8. Identification and Classification of members of the
Group. NA
Item 9. Notice of Dissolution of Group. NA
Item 10. Certification.
By signing below, each of the reporting persons hereby certifies that, to
the best of its knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Page 6 of 8 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
February , 1996
- ------------------
Date
GDK, INC.
By:___________________________
Maxwell Quin
Secretary
By:____________________________
Nitin Aggarwal
President
Page 7 of 8 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
February , 1996
- -------------------
Date
ORTELIUS TRADING L.P.
By: Caxton Corporation
By:_________________________
Peter D'Angelo
President
