UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. _______)*
StemCells, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
85857R105
(CUSIP Number)
Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth
Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 30, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 1 of 6)
<PAGE>
Page 6 of 6
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Millennium Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,472,588 (See Item 4 below)
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,472,588 (See Item 4 below)
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,472,588 (See Item 4 below)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.98% (See Item 4 below)
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a). Name of Issuer:
StemCells, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
525 Del Rey Avenue, Suite C
Sunnyvale, California 94085
Item 2(a). Name of Persons Filing:
Millennium Partners, L.P.
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o Millennium Management, L.L.C.
666 Fifth Avenue
New York, New York 10103
Item 2(c). Citizenship:
Cayman Islands
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share, of the Company (the "Common
Stock")
Item 2(e). CUSIP Number: 85857R105
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box
[x]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
1,472,588 shares of Common Stock*
(b) Percent of class:
6.98% (based on the sum of (i) 19,612,677 shares of Common
Stock outstanding as reported in the Company's Quarterly
Report on Form 10Q for the quarter ended June 30, 2000, (ii)
143,931 shares of Common Stock issuable to the reporting
person upon its exercise of the warrants (including the
Option Warrants) described in the footnote to Item 4(a)
above; and (iii) 222,222 shares of Common Stock issuable to
the reporting person upon its exercise of the Option)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,472,588 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
-0-
(iii) Sole power to dispose or to direct the disposition of
1,472,588 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of
-0-
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: September 11, 2000
MILLENNIUM PARTNERS, L.P.
By: /s/ Terry Feeney
Terry Feeney
Chief Administration Officer
--------
* Includes: (i) 1,104,435 shares of Common Stock previously issued to the
reporting person; (ii) 101,587 shares of Common Stock currently issuable to the
reporting person upon the exercise of warrants issued to it by the Company on
August 3, 2000; (iii) 19,900 shares of Common Stock currently issuable to the
reporting person upon the exercise of warrants issued to it by the Company on
August 30, 2000; (iv) 222,222 of Common Stock currently issuable to the
reporting person upon exercise of an option issued to the reporting person on
August 3, 2000 to purchase up to $2 million of Common Stock based upon the
market price of the Common Stock at the time of the exercise (as further
described below) (the "Option"); and (v) 24,444 shares of Common Stock issuable
to the reporting person upon the exercise of warrants issuable to it by the
Company upon the reporting person's exercise of the Option (the "Option
Warrants"). The number of shares into which the Option is exercisable is
determined by dividing the dollar amount exercised by a purchase price per share
equal to 110% of the average of the closing bid prices for the Company's Common
Stock (as reported on NASDAQ or another market on which the Common Stock is
principally traded) over the five (5) trading days immediately preceding the
exercise date of the Option (which purchase price per share may not be less than
$4.33). Using a purchase price of $9.00 (which is a reasonable approximation
based on current market prices), the number of shares upon exercise of the
Option would be 222,222 ($2,000,000/$9.00). Such 24,444 shares of Common Stock
issuable upon exercise by the reporting person of the Option Warrants is the
number of shares equal to 11% multiplied by the number of shares issued under
the Option, which based on a $9.00 purchase price per share under the Option
would yield 24,444 shares (11% x 222,222). The reporting person is prohibited
from exercising the Option and warrants described above to acquire shares of
Common Stock to the extent that such acquisition would result in the reporting
person, together with any affiliate thereof, beneficially owning in excess of
9.99% of the outstanding shares of Common Stock following such acquisition.
