SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
BIOTIME, INC.
-------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
09066L105
(CUSIP Number of Class of Securities)
Lawrence A. Bowman
Spinnaker Technology Fund, L.P.
c/o Bowman Capital Management, L.L.C.
1875 South Grant Street, Suite 600
San Mateo, CA 94402
(415) 287-2200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
With a copy to:
Frank W. Hogan, III, Esq.
Winthrop, Stimson, Putnam & Roberts
Financial Centre, 695 East Main Street
Stamford, CT 06904-6760
(203) 348-2300
February 4, 1997
----------------
(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 this
Statement: |_|
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 09066L105
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Spinnaker Technology Fund, L.P.
- --------------------------------------------------------------------------------
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 PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
124,000
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING -----------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
124,000
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.89%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
Page 2 of 11 Pages
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SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 09066L105
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SoundView Asset Management, Inc.
- --------------------------------------------------------------------------------
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 PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING -----------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
Page 3 of 11 Pages
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Item 1. Security and Issuer.
--------------------
The class of equity securities to which this Statement relates is
the common stock, no par value (the "Common Stock"), of BioTime, Inc., a
California corporation (the "Company"), which has its principal executive
offices at 935 Pardee Street, Berkeley, California 94710.
Item 2. Identity and Background.
------------------------
This Statement is being filed in connection with the Common Stock
beneficially held by Spinnaker Technology Fund, L.P., a Delaware limited
partnership ("Spinnaker"). Spinnaker conducts its principal business and
maintains its principal office at 1875 South Grant Street, Suite 600, San Mateo,
CA 94402.
Until March 12, 1997, the sole general partner of Spinnaker was
SoundView Asset Management, Inc., a Delaware corporation ("SoundView"), which
conducts its principal business and maintains its principal office at 1875 South
Grant Street, Suite 600, San Mateo, CA 94402 (Spinnaker and SoundView are
sometimes hereinafter referred to as the "Filers"). On March 12, 1997 Soundview
transferred its partnership interest in Spinnaker to Bowman Capital Management,
L.L.C.
Spinnaker was formed in 1994 for the principal business of
providing an investment vehicle for institutional and other sophisticated
investors to acquire equity interests in companies with significant potential
for long-term growth in value in the technology industry. SoundView was formed
in 1994 for the principal business of serving as the general partner and manager
of various investment funds and portfolios.
The name, business address, present principal occupation or
employment of each executive officer and director of SoundView as of February 4,
1997 is set forth in Schedule I hereto, which is incorporated herein by
reference. Each of the individuals listed in Schedule I hereto are U.S.
citizens.
During the past five years, none of the Filers nor any of the
executive officers or directors of the Filers (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
any violation with respect to such laws.
Page 4 of 11 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Not Applicable.
Item 4. Purpose of Transaction.
-----------------------
Spinnaker has acquired the Common Stock for investment purposes.
Spinnaker does not have any intention of acquiring control over the Company;
however, if Spinnaker believes that further investment in the Company is
attractive, whether because of the market price of the Common Stock or
otherwise, they may acquire additional shares of Common Stock. Similarly,
depending upon market and other factors, Spinaker may determine to dispose of
the Common Stock. Except as disclosed above, Spinnaker does not have any plans
or proposals of the type set forth in Paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) and (b) The number of shares of Common Stock issued and
outstanding and the percentage calculations resulting therefrom in this Item 5
are based on information contained in the Company's most recently available
filing with the Securities and Exchange Commission. Based upon information from
the Company after an offering by the Company to its shareholders of rights to
subscribe for and purchase shares of Common Stock at February 4, 1997, the
number of outstanding shares of Common Stock increased to approximately
3,190,000.
Spinnaker beneficially owns 124,000 shares of Common Stock,
representing approximately 3.89% of the Common Stock issued and outstanding.
Spinnaker has sole voting and dispositive power with respect to all Common Stock
owned by it, which power is exercised by its general partner, Bowman Capital
Management, L.L.C.
(c) The following open market transactions with respect to shares
of the Company's Common Stock were effected by Spinnaker during the past 60 days
prior to the date of this Statement:
Transaction Date Sale Price
(1997) No. of Shares Sold Per Share
- ---------------- ------------------ ----------
January 22 5,100 $31.6887
March 3 16,000 $39.1718
(d) To the best knowledge of the Filers, no person other than
Spinnaker and Bowman Capital Management, L.L.C. has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from, the sale of
shares of Common Stock beneficially owned by Spinnaker.
Page 5 of 11 Pages
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(e) The Filers ceased to be the beneficial owners of more than five
percent of the Company's Common Stock on February 4, 1997.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
-----------------------------------------------
Not applicable.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit A: Agreement pursuant to Rule 13d-1(f)(1).
Page 6 of 11 Pages
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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.
Date: March 18, 1997
SPINNAKER TECHNOLOGY FUND, L.P.
By: Bowman Capital Management, L.L.C.
Its General Partner
By: /s/ Lawrence A. Bowman
---------------------------
Lawrence A. Bowman
President
Page 7 of 11 Pages
<PAGE>
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.
Date: March 18, 1997
SOUNDVIEW ASSET MANAGEMENT, INC.
By: /s/ Kerry A. Tyler
----------------------------
Kerry A. Tyler
Vice President - Finance
Page 8 of 11 Pages
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SCHEDULE I
INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS
OF SOUNDVIEW ASSET MANAGEMENT, INC.
DIRECTORS AND EXECUTIVE OFFICERS:
The following table sets forth the name, business address and
present principal occupation or employment of each of the current directors and
executive officers of SoundView Asset Management, Inc. as of February 4, 1997.
PRESENT PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Lawrence A. Bowman President and Director of
SoundView Asset Management, Inc. SoundView Asset Management,
22 Gatehouse Road Inc.
Stamford, Connecticut 06902
Kerry Tyler Secretary and Treasurer of
SoundView Asset Management, Inc. SoundView Asset Management,
22 Gatehouse Road Inc.
Stamford, Connecticut 06902
James B. Townsend President of SoundView
SoundView Financial Group, Inc. Financial Group, Inc.
22 Gatehouse Road
Stamford, Connecticut 06902
Russell D. Crabs Managing Director of
SoundView Financial Group, Inc. SoundView Financial Group,
22 Gatehouse Road Inc.
Stamford, Connecticut 06902
Page 9 of 11 Pages
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EXHIBIT INDEX
Exhibit Document Page No.
- ------- -------- --------
A Agreement pursuant to Rule 13d-1(f)(1) 11
Page 10 of 11 Pages
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Exhibit A
AGREEMENT
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G promulgated
under the Securities Exchange Act of 1934, as amended, each of the undersigned
agrees that the Statement to which this Exhibit A is attached is filed on its
behalf.
Date: March 18, 1997
SPINNAKER TECHNOLOGY FUND,
L.P.
By: Bowman Capital
Management, L.L.C.,
Its General Partner
By: /s/ Lawrence A. Bowman
---------------------------
Lawrence A. Bowman
President
SOUNDVIEW ASSET MANAGEMENT,
INC.
By: /s/ Kerry A. Tyler
----------------------------
Kerry A. Tyler
Vice President - Finance
Page 11 of 11 Pages
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