SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)(1)
Boston Biomedica Inc
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
100560101
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(CUSIP Number)
Kevin W. Quinlan, President, Boston Biomedica Inc.,
375 West Street, West Bridgewater, MA 02379
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25,2000
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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), 13d-1(f) or 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.
(Continued on following pages)
(Page 1 of 8 Pages)
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(1) 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 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>
CUSIP No. 100560101 SCHEDULE 13D Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Shoreline Micro-Cap Fund I, LP #36-4267056
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
222 West Adams St, Chicago, IL 60606-5307
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7 SOLE VOTING POWER
285,298 shares (consisting of (a) 212,000 shares of
common stock of the Company; (b) 232,143 shares of
common stock of the Company issuable pursuant to the
conversion of $220,000 convertible debentures of the
Company; and (c) 7822 shares of common stock issuable
upon the exercise of warrants of the Company)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 285,298 shares (consisting of (a) 212,000 shares of
WITH common stock of the Company; (b) 65,476 shares of common
stock of the Company issuable pursuant to the conversion
of $220,000 convertible debentures of the Company; and
(c) 7822 shares of common stock issuable upon the
exercise of warrants of the Company)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,298 shares (consisting of (a) 212,000 shares of common stock of the
Company; (b) 65,476 shares of common stock of the Company issuable
pursuant to the conversion of $220,000 convertible debentures of the
Company; and (c) 7822 shares of common stock issuable upon the exercise of
warrants of the Company)
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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)
5.0%
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 100560101 SCHEDULE 13D Page 3 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard P. Kiphart SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF and WC, See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
550,175 shares including the 285,298 shares reported by
Shoreline Micro-Cap Fund I, L.P. above (consisting of
(a) 5,000 shares of the common stock of the Company
owned by Mr. Kiphart; (b) 232,143 shares of the common
stock of the Company issuable upon the conversion of
$780,000 convertible debentures of the Company owned by
Mr. Kiphart; (c) 27,734 shares of the common stock of
the Company issuable pursuant to the exercise of
warrants of the Company owned by Mr. Kiphart; (d)
212,000 shares of common stock of the Company owned by
Shoreline Micro-Cap Fund, I L.P., (e) 65,476 shares of
common stock of the Company issuable pursuant to the
conversion of $220,000 convertible debentures of the
Company owned by Shoreline Micro-Cap Fund I, L.P.; and
(f) 7822 shares of common stock issuable upon the
exercise of warrants of the Company owned by Shoreline
Micro-Cap Fund I, L.P.)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 550,175 shares including the 285,298 reported by
WITH Shoreline Micro-Cap Fund I, L.P. above (consisting of
(a) 5,000 shares of the common stock of the Company
owned by Mr. Kiphart; (b) 232,143 shares of the common
stock of the Company issuable upon the conversion of
$780,000 convertible debentures of the Company owned by
Mr. Kiphart; (c) 27,734 shares of the common stock of
the Company issuable pursuant to the exercise of
warrants of the Company owned by Mr. Kiphart; (d)
212,000 shares of common stock of the Company owned by
Shoreline Micro-Cap Fund, I L.P., (e) 65,476 shares of
common stock of the Company issuable pursuant to the
conversion of $220,000 convertible debentures of the
Company owned by Shoreline Micro-Cap Fund I, L.P.; and
(f) 7822 shares of common stock issuable upon the
exercise of warrants of the Company owned by Shoreline
Micro-Cap Fund I, L.P.)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,175 shares including the 285,298 shares reported by Shoreline
Micro-Cap Fund I, L.P. above (consisting of (a) 5,000 shares of the common
stock of the Company owned by Mr. Kiphart; (b) 65,476 shares of the common
stock of the Company issuable upon the conversion of $780,000 convertible
debentures of the Company owned by Mr. Kiphart; (c) 27,734 shares of the
common stock of the Company issuable pursuant to the exercise of warrants
of the Company owned by Mr. Kiphart; (d) 212,000 shares of common stock of
the Company owned by Shoreline Micro-Cap Fund, I L.P., (e) 65,476 shares
of common stock of the Company issuable pursuant to the conversion of
$220,000 convertible debentures of the Company owned by Shoreline
Micro-Cap Fund I, L.P.; and (f) 7822 shares of common stock issuable upon
the exercise of warrants of the Company owned by Shoreline Micro-Cap Fund
I, L.P.)
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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)
9.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 100560101 SCHEDULE 13D Page 4 of 8 Pages
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to common stock of Boston Biomedica Inc. (the "Company").
The principal executive offices of the Company are located at 375 West Street,
West Bridgewater, MA 02379.
Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of Shoreline Micro-Cap Fund I, L.P., an
Illinois limited partnership (the "Fund") and Richard P. Kiphart, the General
Partner of the Fund.
Although the Reporting Persons are making this joint filing, neither the fact of
this filing nor anything contained herein shall be deemed to be an admission by
the Reporting Persons that a group exists within the meaning of the Act.
(b) The business address of the Fund is as follows:
Shoreline Micro-Cap Fund I, L.P.
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Mr. Kiphart's business address is as follows:
Richard P. Kiphart
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
(c) The Fund was formed for the purposes of making investment in micro-cap
companies.
Mr. Kiphart is the General Partner of the Fund and is a principal and member of
the Executive Committee of William Blair & Company, L.L.C., where he heads the
firm's Corporate Finance Department.
(d) None of the limited partners or general partner of the Fund has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the limited partners or general partner of the Fund has, during the
last five years, been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities with respect to, federal
or state securities laws or a finding of any violations with respect to such
laws.
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CUSIP No. 100560101 SCHEDULE 13D Page 5 of 8 Pages
(f) Mr. Kiphart is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Considerations
The common stock of the Company issuable to the Fund upon the conversion of
$220,000 convertible debentures (65,476 shares of common stock) and the exercise
of warrants (7,822 shares of common stock) was acquired on August 25, 2000. The
funds for the acquisition of the convertible debentures and warrants of the
Company consisted of working capital invested in the Fund by its limited
partners and general partner. The amount of the transaction was $209,000. The
common stock previously owned by the Fund (212,000 shares of common stock,
identified separately above) was purchased more than sixty days earlier in
market transactions and were also paid for with the working capital invested in
the Fund.
The common stock of the Company issuable to Mr. Kiphart upon the conversion of
$780,000 convertible debentures (232,143 shares of common stock) and the
exercise of warrants (27,734 shares of common stock) was acquired on August 25,
2000. The funds for the acquisition of the convertible debentures and warrants
of the Company consisted of personal funds invested by Mr. Kiphart. The amount
of the transaction was $741,000. The common stock previously owned by Mr.
Kiphart (5,000 shares of common stock, identified separately above) was
purchased more than sixty days earlier in market transactions and were also paid
for with personal funds of Mr. Kiphart.
Item 4 Purpose of Transaction
The convertible debentures and warrants of the Company were purchased separately
but in a related transaction by the Fund and Mr. Kiphart for investment purposes
only. As mentioned in Item 3 above, the common stock previously owned separately
by the Fund and Mr. Kiphart was purchased in market transactions. The
convertible debentures and the warrants were purchased pursuant to a Securities
Purchase Agreement with the Company on August 25, 2000. This purchase was
disclosed on the Form 8-K filed by the Company on August 25, 2000 and the Form D
filed by the Company on September 7, 2000.
Item 5 Interest in Securities of the Issuer
(a) As of August 25, 2000, the Fund owned a total of 285,298 shares of the
common stock of the Company (consisting of (a) 212,000 shares of common stock of
the Company; (b) 232,143 shares of common stock of the Company issuable pursuant
to the conversion of $220,000 convertible debentures of the Company; and (c)
7822 shares of common stock issuable upon the exercise of warrants of the
Company) which equals 5.08% of the outstanding shares of the common stock of the
Company.
As of August 25, 2000, Mr. Kiphart beneficially owned a total of 550,175 shares
of the common stock of the Company (consisting of (a) 5,000 shares of the common
stock of the Company owned by Mr. Kiphart; (b) 232,143 shares of the common
stock of the Company issuable upon the conversion of $780,000 convertible
debentures of the Company owned by Mr. Kiphart; (c) 27,734 shares of the common
stock of the Company issuable pursuant to the exercise of warrants of the
Company owned by Mr. Kiphart; (d) 212,000 shares of common stock of the Company
owned by the Fund; (e) 65,476 shares of common stock of the Company issuable
pursuant to the conversion of $220,000 convertible debentures of the Company
owned by the Fund; and (f) 7822 shares of common stock issuable upon the
exercise of warrants of the Company owned by the Fund) which equals 9.80% of the
outstanding shares of the common stock of the Company.
<PAGE>
CUSIP No. 100560101 SCHEDULE 13D Page 6 of 8 Pages
(b) The Fund owns a total of 285,298 shares of the common stock of the Company
(as described in Item 5(a) above) and Mr. Kiphart beneficially owns a total of
550,175 shares of the common stock of the Company (described in Item 5(a) above.
Mr. Kiphart, as General Partner of the Fund, has the sole power to vote or to
direct the vote and sole power to dispose or to direct the disposition of such
shares of the Fund.
(c) On August 25, 2000, the Fund purchased $220,000 convertible debentures and
warrants of the Company for a purchase price of $209,000. In a separate but
related transaction, Mr. Kiphart purchased $780,000 convertible debentures and
warrants of the Company for a purchase price of $741,000. The convertible
debentures may be converted into shares of the common stock of the company and
the warrants may be exercised into shares of the common stock of the company,
subject to the terms of the respective Securities Purchase Agreements dated
August 25, 2000.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
With the exception of the transactions discussed above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Fund and any other person or persons with respect to the securities of the
issuer.
Item 7 Material to Be Filed as Exhibits
No material is being filed as exhibits. As previously mentioned, the Company has
disclosed the transactions involving the subordinated debentures and warrants in
its Form 8-K filing as of August 25, 2000.
<PAGE>
Signature
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: October 12, 2000 Signature: /s/ Richard P. Kiphart
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Title: General Partner, Shoreline
Micro-Cap Fund I, L.P.
Date: October 12, 2000 Signature: /s/ Richard P. Kiphart
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<PAGE>
EXHIBIT A
AGREEMENT AMONG REPORTING PERSONS
The undersigned hereby agree to file a single statement on Schedule 13D to
report their beneficial ownership of the Common Stock of Boston Biomedica Inc.
pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934.
Date: October 13, 2000 Shoreline Micro-Cap Fund I, L.P.
By Richard P. Kiphart, its General Partner
By: /s/ Richard P. Kiphart
Date: October 13, 2000 Richard P. Kiphart
/s/ Richard P. Kiphart
