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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Celtrix Pharmaceuticals Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
151186103
_______________________________________________________________
(CUSIP Number)
Paul J. Tauber
Coblentz, Patch, Duffy & Bass, LLP
222 Kearny Street, 7th Floor
San Francisco, California 94108-4510
415/391-4800
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 19, 1998
_______________________________________________________________
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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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SCHEDULE 13D
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151186103 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Veron International Limited ("Veron")
N.A.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 N.A. (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 N.A.
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 British Virgin Islands
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SOLE VOTING POWER
7 3,272,887 shares. The 3,272,887 shares include
NUMBER OF warrants to purchase 1,717,629 shares of the issuer
held by Veron.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9 3,272,887 shares. The 3,272,887 shares include
REPORTING warrants to purchase 1,717,629 shares of the issuer
held by Veron.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 3,272,887
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 N.A.
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 11.7%
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TYPE OF REPORTING PERSON*
14 CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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PAGE 3 of 6.
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Veron International Limited (the "Reporting Person") makes this statement on
Schedule 13D with respect to the shares of common stock and warrants to purchase
additional shares of common stock of Celtrix Pharmaceuticals Inc. ("Celtrix") as
follows:
Item 1. Security and Issuer.
The securities are common stock of Celtrix and warrants to purchase common stock
of Celtrix. The principal office of Celtrix is located at 2033 Gateway Place,
Suite 600, San Jose, California 95110.
Item 2
a) Identity and Background of Persons Filing.
This Statement is filed by the Reporting Person, who is the direct owner of all
of the shares of common stock and the warrants of Celtrix.
b) Address of Principal Office
The address of the Reporting Person is: c/o ChinaChem Golden Plaza, Top Floor,
77 Mody Road, Tsimshatsui, Kowloon, Hong Kong, China.
c) The Reporting Person is an investment holding company.
d) The Reporting Person has not been convicted in a criminal proceeding
during the last five years.
e) The Reporting Person has not 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 finding violation with respect to such laws.
f) The Reporting Person is incorporated under the laws of the British
Virgin Islands.
The Reporting Person is an investment holding company which is controlled by Ms.
Nina Wang. The names and addresses of each executive officer and director of
the Reporting Person are as follows:
Officers:
Ms. Nina Wang Mr. Joseph W.K. Leung
President and Treasurer Vice President and Secretary
c/o ChinaChem Golden Plaza, c/o ChinaChem Golden Plaza,
Top Floor Top Floor
77 Mody Road, Tsimshatsui 77 Mody Road, Tsimshatsui
Kowloon, Hong Kong, China Kowloon, Hong Kong, China
Mr Ng Shung Mo
Vice President
c/o Chinachem Golden Plaza
Top Floor, 77 Mody Road
Tsimshatsui East
Kowloon, Hong Kong
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PAGE 4 of 5.
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Directors:
Ms. Nina Wang Mr. Joseph W.K. Leung
c/o ChinaChem Golden Plaza, c/o ChinaChem Golden Plaza,
Top Floor Top Floor
77 Mody Road, Tsimshatsui 77 Mody Road, Tsimshatsui
Kowloon, Hong Kong, China Kowloon, Hong Kong, China
To the knowledge of the Reporting Person, during the last five years none of
such persons (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) was 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 finding violation with respect to such
laws.
Item 3. Source and Amount of Funds.
The securities were purchased with cash from working capital held on deposit
with various financial institutions for the account of the Reporting Person.
The amount of the consideration was $470,000.
Item 4: Purpose of Transaction.
The securities were purchased for investment purposes only.
a) Not applicable.
b) Not applicable.
c) Not applicable.
d) Not applicable.
e) Not applicable.
f) Not applicable.
g) Not applicable.
h) Not applicable.
i) Not applicable.
j) Not applicable.
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PAGE 5 of 6.
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Item 5: Interest in Securities of the Issuer. Please also see the answer to
Item 4, above.
a) 3,272,887 shares. The 3,272,887 shares include warrants to purchase
1,717,629 shares of Celtrix held by the Reporting Person. The 3,272,887 shares
represents 11.7% of the issued and outstanding shares of Celtrix.
To the knowledge of Veron, as of the date of this statement, none of
the directors or executive officers of Veron or Ms. Wang beneficially own any
securities of Celtrix except for the shares set forth herein.
b)
(i) Sole power to vote or direct the vote:
3,272,887 shares.
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the disposition of:
3,272,887 shares.
(iv) Shared power to dispose or direct the disposition of:
0
c) Not applicable.
d) Not applicable.
e) Not applicable.
Item 6. Contracts. Arrangements, Understandings or Relationships with Respect
to the Issuer of the Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
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PAGE 6 of 6.
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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.
August 13, 1999
VERON INTERNATIONAL LIMTED
By: /s/Joseph W.K. Leung
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Joseph W.K. Leung
Title: Director
