<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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 94018-4510
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 7, 2000
- --------------------------------------------------------------------------------
(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
<PAGE>
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Veron International Limited ("Veron")
N.A.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 WC
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(E)
5 N.A. [_]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
- --------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
2,990,887 shares. The 2,990,887 shares include warrants
SHARES to purchase 307,629 shares of the issuer held by Veron.
--------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8 0
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9 2,990,887 shares. The 2,990,887 shares include warrants
to purchase 307,629 shares of the issuer held by Veron.
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH
10 0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,990,887
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.48%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
2
<PAGE>
Veron International Limited (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 and warrants to purchase common
stock of Celtrix Pharmaceuticals Inc. ("Issuer") as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended to add the following paragraph after the final
paragraph:
On January 7, 2000, the Reporting Person exercised warrants to purchase
1,410,000 shares held by the Reporting Person. The exercise of the warrants was
accomplished by means of a net exercise. Accordingly, because the market price
of the common stock of the Issuer as traded on the NASDAQ was $2.75 on the
exercise date, the Reporting Person surrendered the equivalent of 282,000 shares
in the exercise. As a result, the Reporting Person received 1,128,000 shares of
common stock as a result of the exercise of the warrants.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended, in its entirety, to provide as follows:
(a) 2,990,887 shares. The 2,990,887 shares include warrants to purchase
307,629 shares of the Issuer held by the Reporting Person.
(b) (i) Sole power to vote or direct the vote:
2,990,887 shares
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the disposition of:
2,990,887 shares
(iv) Shared power to dispose or direct the disposition of:
0
(c) See response to Item 3. On January 7, 2000, the Reporting Person
exercised warrants to purchase 1,410,000 shares held by the
Reporting Person. The exercise of the warrants was accomplished by
means of a net exercise. Accordingly, because the market price of
the common stock of the Issuer as traded on the NASDAQ was $2.75 on
the exercise date, the Reporting Person surrendered the equivalent
of 282,000 shares in the exercise. As a result, the Reporting
Person received 1,128,000 shares of common stock as a result of the
exercise of the warrants. The exercise of warrants was conducted in
a single transaction and was made directly with the Issuer pursuant
to the terms of the warrants. The exercise price of each of the
warrants was $0.55 per share.
(d) N.A.
(e) January 7, 2000. This amendment is being filed as of February 29,
2000 because the actual date of the exercise was not determined by
the Issuer until February 23, 2000.
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 29, 2000
- ---------------------------------
Date
VERON INTERNATIONAL LIMITED
By: /s/ Joseph W.K. Leung
--------------------------------
Joseph W.K. Leung
3
