<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
BoxTime, Inc.
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
09066L105
- -----------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Michael J. Kaplan, Esq.
WisdomTree Capital Management, Inc.
1633 Broadway, 38th Floor
New York, New York 10019
(212) 843-2782
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Roger D. Blanc
Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022
(212) 821-8000
October 9, 1996
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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: [ ]
Check the following box if a fee is being paid with this
statement: [ ]
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SCHEDULE 13D
CUSIP No. 09066L105
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Capital Management, Inc. I.D. #13-3729429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 225,000 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
225,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
225,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14 TYPE OF REPORTING PERSON*
CO
*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.
<PAGE>3
SCHEDULE 13D
CUSIP No. 09066L105
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Offshore, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 25,000 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
25,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
25,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON*
OO
*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.
<PAGE>4
SCHEDULE 13D
CUSIP No. 09066L105
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Associates, L.P. I.D. #13-3729430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 200,000 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
200,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
200,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON*
PN
*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.
<PAGE>5
Item 1. Security and Issuer.
This Statement on Schedule 13D, dated October 17, 1996,
relates to the common stock, no par value (the "Common Stock") of BioTime, Inc.,
a corporation organized under the laws of the State of Delaware (the "Company"),
and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of
1934, as amended. This Statement relates to the original filing on Schedule 13D,
filed September 27, 1996 and made by WisdomTree Associates, L.P., WisdomTree
Offshore, Ltd., WisdomTree Capital Management, Inc., and Jonathan L. Steinberg,
and this Statement, which is Amendment #1 to such Schedule 13D, shall be deemed
to restate the filing in its entirety. The address of the principal executive
office of the Company is 935 Pardee Street, Berkeley, California 94710. As
reported in its Form 10-K for the fiscal year ended June 30, 1996, as of
September 13, 1996 the Company had 2,782,071 shares of Common Stock outstanding.
Item 2. Identity and Background.
This Statement is being filed by WisdomTree Associates, L.P.
("WTAssociates"), WisdomTree Offshore, Ltd. ("WTOffshore"), and WisdomTree
Capital Management, Inc. ("WTInc"), (which entities are hereinafter sometimes
collectively referred to as the "Reporting Entities") which entities may
together be deemed to be a "group", although such entities disclaim group
membership.
WTAssociates is a limited partnership organized under the laws
of the State of New York, with a business address at WisdomTree Associates,
L.P., 1633 Broadway, 38th Fl., New York, New York 10019. The principal business
of WTAssociates is as a private fund that invests in securities of companies
which generally have a market capitalization at the time the investment is
initiated of $250 million or less.
WTOffshore is a limited liability corporation organized under
the laws of the Cayman Islands, with a business address at WisdomTree Offshore,
Ltd., Zephyr House, 5th Fl., P.O. Box 1561, Mary Street, Grand Cayman, Cayman
Islands, British West Indies. The principal business of WTOffshore is as a
private offshore fund that invests in securities of companies which generally
have a market capitalization at the time the investment is initiated of $250
million or less. The officers and directors of WTOffshore, their respective
places of citizenship, and the principal occupation and business address of each
such person not principally employed by such entity, are as follows:
<PAGE>6
<TABLE>
<CAPTION>
Name Citizenship Position; Other Occupation and Address
---- ----------- --------------------------------------
<S> <C> <C>
Jonathan L. Steinberg USA Vice President
Scot Rosenblum USA Chairman, Vice President and Director
Christopher Wetherhill Bermuda President and Director;
Executive Officer
The Hemisphere Group Limited
Hemisphere House
9 Church Street
Hamilton, Bermuda
Charles Quin Cayman Is. Director;
Partner
Quin & Hampson
George Town,
Grand Cayman, Cayman Islands
</TABLE>
WTInc is a corporation organized under the laws of the State
of New York, with a business address at WisdomTree Capital Management, Inc.,
1633 Broadway, 38th Fl., New York, New York 10019. WTInc is the General Partner
of WTAssociates and is the Investment Manager of WTOffshore. The principal
business of WTInc is the management of WTAssociates. The officers and directors
of WTInc, their respective places of citizenship, and the principal occupation
and business address of each such person not principally employed by such
entity, are as follows:
<TABLE>
<CAPTION>
Name Citizenship Position; Other Occupation and Address
---- ----------- --------------------------------------
<S> <C> <C>
Jonathan L. Steinberg USA Chairman, Chief Executive Officer,
Treasurer and Director
Robert Schmidt USA President and Director
Scot Rosenblum USA Vice President, Secretary and Director
Russell Anmuth USA Vice President
</TABLE>
Messrs. Steinberg and Anmuth are the officers of WTInc principally involved in
investment decisions required of WTInc respecting funds managed by WTInc, which
investment discretion may include the power to vote and/or dispose of acquired
securities.
WisdomTree Advisors, LLC ("WTLlc") is a limited liability
corporation organized under the laws of the State of New York, with a business
address at WisdomTree Capital Advisors, LLC, 1633 Broadway, 38th Fl., New York,
New York 10019. The principal business of WTLlc is providing portfolio
consulting and/or administrative services, which were provided to WTAssociates,
WTOffshore, and WTInc. during the fourth fiscal quarter of 1995 and the first
three fiscal quarters of 1996. The majority stockholder and controlling person
of WTLlc is
<PAGE>7
WTInc. WTLlc has not been involved in investment decisions respecting securities
owned by WTAssoicates and/or WTOffshore.
WTInc is a wholly-owned subsidiaries of Individual Investor
Group, Inc. ("IIG"), a corporation organized under the laws of the State of
Delaware, with a business address at Individual Investor Group, Inc., 1633
Broadway, 38th Fl., New York, New York 10019. The principal businesses of IIG
are as an investment manager and as a financial services company which publishes
and markets Individual Investor magazine, Ticker magazine, and Individual
Investor's Special Situations Report. The officers and directors of IIG, their
respective places of citizenship, and the principal occupation and business
address of each such person not principally employed by such entity, are as
follows:
<TABLE>
<CAPTION>
Name Citizenship Position; Other Occupation and Address
---- ----------- --------------------------------------
<S> <C> <C>
Jonathan L. Steinberg USA Chairman, Director and
Chief Executive Officer
Robert Schmidt USA President, Chief Operating Officer
Director
Scot Rosenblum USA Vice President, Secretary and
Director
Henry Clark USA Controller and Assistant Secretary
Peter M. Ziemba USA Assistant Secretary
Bruce Sokoloff USA Director;
Executive Vice President
Reliance Group Holdings, Inc.
55 East 52nd Street
New York, New York 10055
</TABLE>
Jonathan L. Steinberg is the Chairman and Chief Executive
Officer of IIG and may be deemed to be a controlling person of IIG, WTInc,
WTLlc, and thereby also deemed to be a controlling person of each of
WTAssociates and WTOffshore.
Messrs. Steinberg, Rosenblum, Schmidt and Anmuth are also
each Limited Partners of WTAssociates.
During the last five years, neither the Reporting Entities
nor, to the best of the Reporting entities' knowledge, any of the other persons
identified in the foregoing Item 2 has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgement, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
<PAGE>8
Item 3. Source and Amount of Funds or Other Consideration.
As of the close of business on October 16, 1996, WTAssociates
owned 200,000 shares of Common Stock acquired in brokered transactions for an
aggregate purchase price, including commissions and net of sales to date, if
any, of shares of Common Stock, of $3,803,359.50. The source of funds for
acquisition of such Common Stock was available investment capital of
WTAssociates and, from time to time, borrowings in margin accounts regularly
maintained at Paine Webber Incorporated.
As of the close of business on October 16, 1996, WTOffshore
owned 25,000 shares of Common stock acquired in brokered transactions for an
aggregate purchase price, including commissions and net of sales to date, if
any, of shares of Common Stock, of $504,645.00. The source of funds for
acquisition of such Common Stock was available investment capital of WTOffshore
and, from time to time, borrowings in margin accounts regularly maintained at
Paine Webber Incorporated.
Item 4. Purpose of Transaction.
WTAssociates and WTOffshore have acquired the Common Stock
owned by each of them for investment purposes. Each entity will continuously
evaluate its investment in the Common Stock based on factors including, among
others they may deem relevant, the Company's business, prospects and financial
condition, the market for the Common Stock, alternatively available investment
opportunities, general economic conditions, stock market conditions, and
availability of funds. WTAssociates and WTOffshore each expressly reserves the
right to increase or decrease its holdings of Common Stock on such terms or at
such times as it may determine. Any purchase or sale of Common Stock may be
executed in the open market or in one or more privately negotiated transactions.
Except to the extent set forth above, or in any other Item
hereof, the Reporting Entities and, to the best of their knowledge, the persons
and entities listed in Item 2 hereof, do not have any present plans or proposals
that relate to or would result in any of the actions required to be described in
this Item 4 of Schedule 13D, but each of the Reporting Entities retains the
right to take all such actions as each may deem appropriate to maximize capital
appreciation in the Common Stock owned by WTAssociates and WTOffshore.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on October 16, 1996,
WTAssociates was the record owner and had direct beneficial ownership of
200,000 shares, or approximately 7.2% of the outstanding Common Stock.
As of the close of business on October 16, 1996, WTOffshore
was the record owner and had direct beneficial ownership of 25,000 shares, or
approximately .9% of the
<PAGE>9
outstanding Common Stock.
As the General Partner of WTAssociates and the Investment
Manager of WTOffshore, WTInc may be deemed to have direct beneficial ownership
of the 225,000 shares, or approximately 8.1% of the outstanding Common Stock
owned of record by WTAssociates and WTOffshore.
Each of the other persons and entities named in Item 2 may, by
virtue of their relationship to WTAssociates and/or WTOffshore as is described
therein, be deemed to have indirect beneficial ownership of the Common Stock
owned of record by WTAssociates and/or WTOffshore; however, each of such persons
and entities disclaims such beneficial ownership and, to the best knowledge of
the Reporting Entities and except as may be specifically otherwise set forth
herein, no such persons and/or entities has any other beneficial ownership of
Common Stock.
Messrs. Steinberg, Schmidt, Rosenblum and Anmuth may, by
virtue of their status as Limited Partners of WTAssociates, and WTInc may, by
virtue of its economic interest as General Partner of WTAssociates, be deemed to
have beneficial ownership of that portion of the securities owned by
WTAssociates corresponding to their respective equity interests therein.
(b) The power to vote or direct the vote and the power to
dispose or direct the disposition of the 200,000 shares of Common Stock as to
which WTAssociates is the record owner may be deemed to be shared between
WTInc and WTAssociates, although WTInc, as General Partner of WTAssociates, is
generally vested with sole control of such matters.
The power to vote or direct the vote and the power to dispose
or direct the disposition of the 25,000 shares of Common Stock as to which
WTOffshore is the record owner is shared between WTInc and WTOffshore, although
WTInc, as Investment Manager of WTOffshore, is generally vested with sole
control of such matters.
To the best knowledge of the Reporting Entities, no other
person or entity included in Item 2, by virtue of the capacity indicated therein
and separate from their direct involvement with the Reporting Entities, shares
in the power to vote or direct the vote or the power to dispose or direct the
disposition of the 225,000 shares of Common stock as to which WTAssociates and
WTOffshore are the aggregate record owners.
(c) Information concerning transactions in Common Stock
effected by the Reporting Entities is set forth in Exhibit A hereto and is
incorporated by reference; all of such transactions were effected in open
market transactions. Except as set forth in Exhibit A, no transactions in
Common Stock have been effected by any of the Reporting Entities or, to the
best knowledge of the Reporting Entities, by any of the persons or entities
included in Item 2, during the past 60 days.
<PAGE>10
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Pursuant to the agreement of limited partnership of
WTAssociates, WTInc, as general partner, (i) is generally vested with all
investment discretion respecting securities owned by WTAssociates, including the
power to vote or direct the vote and the power to dispose or direct the
disposition of such securities, and (ii) has the right to receive (a) a
quarterly fee calculated at the per annum rate of 1% of net assets, plus (b) an
incentive allocation equal to 20% of annual net profit, calculated after
allocation of net profit equal to the excess of net loss over net profit, if
any, allocated to the limited partners in previous fiscal years. WTLlc may
receive all or a portion of the fees described in (a) above as otherwise due to
WTInc.
Pursuant to an investment management agreement between
WTOffshore and WTInc, as investment manager WTInc. (i) is generally vested,
subject to the control of WTOffshore's Board of Directors, with all investment
discretion regarding securities owned by WTOffshore, including the power to vote
or direct the vote and the power to dispose or direct the disposition of such
securities, and (ii) has the right to receive (a) a quarterly fee calculated at
the per annum rate of 1.5% of net assets, plus (b) an incentive allocation equal
to 20% of annual net profit, calculated after allocation of net profit equal to
the excess of net loss over net profit, if any, allocated to the limited
partners in previous fiscal years. WTLlc may receive all or a portion of the
fees described in (a) above as otherwise due to WTInc.
WTAssociates and WTOffshore have no agreement, arrangement or
understanding to act in concert with respect to the Common Stock, nor is WTInc
and/or WTLlc under any obligation to exercise investment discretion on behalf of
WTAssociates and/or WTOffshore in any concerted fashion.
Except as set forth in this Statement, there are no contracts,
arrangements, understandings or relationships between the Reporting Entities,
nor are there any contracts, arrangements, understanding or relationships
between the Reporting Entities and the other persons and entities included in
Item 2, or, to the best knowledge of the Reporting Entities, between the persons
and entities included in Item 2, with respect to the Common Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Transactions in Common Stock
Exhibit B - Form of Margin Agreement
(incorporated herein by reference to the
Exhibit to the Schedule 13D with respect to the
Common Stock, $0.01 par value, of Target
Technologies, Inc. filed on behalf of the
Reporting Entities, dated March 20, 1996).
<PAGE>11
EXHIBIT A
WisdomTree Associates, L.P.
Date Per Share $ Price # Shares Acquired (Disposed)
- ---- ----------------- ----------------------------
03/25/96 7.11 22,000
03/26/96 7.63 10,000
03/27/96 8.12 (5,000)
04/01/96 9.19 13,000
04/15/96 15.84 (15,000)
04/18/95 13.75 7,500
05/01/96 16.13 7,500
05/15/96 24.85 10,000
05/23/96 23.60 12,500
05/28/96 23.63 9,000
05/31/96 23.13 3,500
06/03/96 18.56 10,000
06/03/96 17.58 1,000
06/28/96 22.75 5,000
07/29/96 19.19 6,000
07/30/96 19.25 5,000
08/19/96 21.34 10,000
08/20/96 19.95 2,000
08/21/96 20.32 2,000
09/17/96 19.88 7,500
09/19/96 18.51 2,500
09/25/96 19.58 18,000
09/26/96 19.97 7,000
09/27/96 20.27 10,000
09/27/96 19.24 (2,000)
10/01/96 20.14 1,700
10/02/96 19.64 2,000
10/03/96 19.25 5,000
10/07/96 19.69 10,000
10/08/96 20.16 1,500
10/09/96 21.00 20,800
WisdomTree Offshore, Ltd.
Date Per Share $ Price # Shares Acquired (Disposed)
- ---- ----------------- ----------------------------
08/27/96 22.16 8,000
08/28/96 22.07 2,000
09/17/96 19.88 2,500
09/18/96 19.01 2,500
09/19/96 18.51 2,500
09/20/96 18.63 7,500
<PAGE>12
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: October 17, 1996 WISDOMTREE ASSOCIATES, L.P.
By: WisdomTree Capital Management, Inc.
General Partner
By: /s/ Scot Rosenblum
Name: Scot Rosenblum
Title: Vice President
Dated: October 17, 1996 WISDOMTREE OFFSHORE, LTD.
By: /s/Scot Rosenblum
Name: Scot Rosenblum
Title: Director
Dated: October 17, 1996 WISDOMTREE CAPITAL MANAGEMENT, INC.
By: /s/ Scot Rosenblum
Name: Scot Rosenblum
Title: Vice President
