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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. Final)*
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Celtrix Pharmaceuticals Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
151186103
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(CUSIP Number)
Paul J. Tauber
Coblentz, Patch, Duffy & Bass, LLP
222 Kearny Street, 7th Floor
San Francisco, California 94108-4510
415-391-4800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 17, 1999
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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 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 [_]. (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).
1
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wei-Chen Lee ("Lee")
N.A.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
N.A. (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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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
Taiwan (Republic of China)
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SOLE VOTING POWER
7
NUMBER OF 1,005,000 shares. The 1,005,000 shares include
warrants to purchase 800,000 shares of the issuer
held by Lee.
SHARES -------------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,005,000 shares. The 1,005,000 shares include
warrants to purchase 800,000 shares of the issuer
held by Lee.
PERSON -------------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,005,000 shares
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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
3.59%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Wei-Chen Lee (the "Reporting Person") hereby amends the single statement on
Schedule 13D, filed with the Securities and Exchange Commission, with respect to
certain shares of common stock of Celtrix Pharmaceuticals Inc. ("Issuer") as
follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 1,005,000 shares. The 1,005,000 shares include warrants to purchase
800,000 shares of the Issuer held by the Reporting Person.
(b) (i) Sole power to vote or direct the vote:
1,005,000 shares
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the disposition of:
1,005,000 shares
(iv) Shared power to dispose or direct the disposition of:
0
(c) Between August 5, 1999 and December 17, 1999, the Reporting Person
sold 503,500 shares of common stock of the Issuer in a series of
twenty-one sales. The prices of such sales ranged from $1.39 per share
to $2.52 per share. All sales were accomplished in open market
transactions conducted through a registered broker-dealer. The details
of the trades are set forth below:
1. August 15, 1999 16,500 $1.49/share
2. August 20, 1999 300,000 $1.49/share
3. August 20, 1999 20,500 $1.39/share
4. August 24, 1999 50,000 $1.59/share
5. August 27, 1999 5,000 $1.58/share
6. August 27, 1999 1,000 $1.56/share
7. August 31, 1999 14,500 $1.50/share
8. September 1, 1999 1,000 $1.50/share
9. September 3, 1999 95,000 $1.50/share
10. October 25, 1999 25,000 $1.50/share
11. November 8, 1999 500 $1.56/share
12. November 8, 1999 1,000 $1.56/share
13. November 9, 1999 1,000 $1.50/share
14. November 9, 1999 7,500 $1.50/share
15. November 12, 1999 5,500 $1.59/share
16. November 23, 1999 5,000 $1.56/share
17. November 24, 1999 50,000 $1.55/share
18. November 30, 1999 10,000 $1.75/share
19. November 30, 1999 50,000 $1.65/share
20. December 3, 1999 50,000 $2.52/share
21. December 17, 1999 26,000 $1.99/share
Between December 7, 1999 and December 17, 1999, the Reporting Person
exercised warrants to purchase 610,000 shares of common stock of the
Issuer. The exercise of warrants was conducted in a series of eleven
transactions. Each exercise was made directly with the Issuer and was
made pursuant to the terms of the warrants. The exercise price of
each of the warrants was $0.55 per share. The details of the exercise
of the warrants are set forth below:
1. December 7, 1999 50,000
2. December 8, 1999 50,000
3. December 9, 1999 5,000
4. December 9, 1999 50,000
5. December 9, 1999 50,000
6. December 9, 1999 50,000
7. December 13, 1999 15,000
8. December 13, 1999 15,000
9. December 14, 1999 150,000
10. December 16, 1999 85,000
11. December 17, 1999 90,000
(d) N.A.
(e) December 17, 1999.
Instruction. For computations regarding securities which represent a right
to acquire an underlying security, see Rule 13d-3(d)(1) and the note
thereto.
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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.
February 14, 2000 /s/Wei-Chen Lee
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Date Signature
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 100
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