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SCHEDULE 13D
INFORMATION REQUIREMENTS FOR FILINGS UPON ACQUISITION OF
FIVE PERCENT OF A CLASS OF EQUITY SECURITIES SUBJECT TO
THE REPORTING REQUIREMENTS OF THE 1934 ACT
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )<F*>
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Cellpro, Incorporated
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
151156106
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(CUSIP Number)
Larry Callahan, 8000 Maryland Avenue, 14th Floor, Clayton, MO 63105
(314) 727-5454
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
12/29/98
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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 / /.
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.
<F*>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).
<TABLE>
CUSIP No. 151156106
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<S> <C>
(1) Names of Reporting Persons. S.S. or
I.R.S. Identification Nos. of Above Per-
sons Larry Callahan, S.S. ####-##-####
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(2) Check the Appropriate Box if a Member (a)
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of a Group (See Instructions) (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) PF
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(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization US
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Number of Shares (7) Sole Voting
Beneficially Owned Power 919,900
By Each Reporting -------------------------------------------------------------------
Person With
(8) Shared Voting
Power -0-
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(9) Sole Dispositive
Power 919,900
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(10) Shared Disposi-
tive Power -0-
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(11) Aggregate Amount Beneficially Owned by
Each Reporting Person 919,900
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(12) Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See In-
structions)
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(13) Percent of Class Represented by Amount
in Row (11) 6.3%
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(14) Type of Reporting Person (See Instruc-
tions) IN
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</TABLE>
Instructions for Cover Page
(1) Names and Social Security Numbers of Reporting Persons. Furnish
the full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons are also
requested to furnish their Social Security or I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see "Special
Instructions for Complying With Schedule 13-D" below).
(2) If any of the shares beneficially owned by a reporting person are
held as a member of a group and such membership is expressly affirmed, please
check row 2(a). If the membership in a group is disclaimed or the
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reporting person describes a relationship with other persons but does not affirm
the existence of a group, please check row 2(b) [unless a joint filing pursuant
to Rule 13d-1(f)(1) in which case it may not be necessary to check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be
used in making the purchases as required to be disclosed pursuant to item 3
of Schedule 13D and insert the appropriate symbol (or symbols if more than
one is necessary) in row (4):
<TABLE>
<CAPTION>
CATEGORY OF SOURCE SYMBOL
<S> <C>
Subject Company (Company whose
securities are being acquired) SC
Bank BK
Affiliate (of reporting person) AF
Working Capital (of reporting person) WC
Personal Funds (of reporting person) PF
Other OO
</TABLE>
(5) If disclosure of legal proceedings or acquisitions is required
pursuant to either items 2(d) or 2(e) of Schedule 13D, row 5 should be
checked.
(6) Citizenship or Place of Organization. Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D).
(7)-(11), (13) Aggregate Amount Beneficially Owned by Each Reporting
Person, etc. Rows (7) through (11), inclusive, and (13) are to be completed
in accordance with the provisions of Item 5 of Schedule 13D. All percentages
are to be rounded off to nearest tenth (one place after decimal point).
(12) Check if the aggregate amount reported as beneficially owned in
row (11) does not include shares which the reporting person discloses in the
report but as to which beneficial ownership is disclaimed pursuant to Rule
13d-4 under the Securities Exchange Act of 1934.
(14) Type of Reporting Person. Please classify each "reporting
person" according to the following breakdown and place the appropriate symbol
(or symbols, i.e., if more than one is applicable, insert all applicable
symbols) on the form:
<TABLE>
<CAPTION>
CATEGORY SYMBOL
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension
Fund, or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
Note: Attach additional pages if needed
</TABLE>
NOTES: Attach as many copies of the second part of the cover page
as are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedule (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only
be used where the cover page item or items provide all the disclosures
required by the schedule item. Moreover, such a use of a cover page item will
result in the item becoming a part of the schedule and accordingly being
considered as "filed" for purposes of Section 18 of the Securities Exchange
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Act or otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed
in the Commission's regulations and meet existing Securities Exchange Act
rules as to such matters as clarity and size (Securities Exchange Act Rule
12b-12).
SPECIAL INSTRUCTIONS FOR
COMPLYING WITH
SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of
which is voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of
certain equity securities. This statement will be made a matter of public
record. Therefore, any information given will be available for inspection by
any member of the public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations for
investigatory purposes or in connection with litigation involving the Federal
securities laws or other civil, criminal or regulatory statements or
provisions. Social Security or I.R.S. identification numbers, if furnished,
will assist the Commission in identifying security holders and, therefore, in
promptly processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. The item number and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without referring
to the text of the items. Answer every item. If an item is inapplicable or
the answer is in the negative, so state.
B. Information contained in exhibits to the statement may be
incorporated by reference in answer or partial answer to any item or sub-item
of the statement unless it would render such answer misleading, incomplete,
unclear or confusing. Material incorporated by reference shall be clearly
identified in the reference by page, paragraph, caption or otherwise. An
express statement that the specified matter is incorporated by reference
shall be made at the particular place in the statement where the information
is required. A copy of any information or a copy of the pertinent pages of a
document containing such information which is incorporated by reference shall
be submitted with this statement as an exhibit and shall be
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deemed to be filed with the Commission for all purposes of the Act.
C. If the statement is filed by a general or limited partnership,
syndicate, or other group, the information called for by Items 2-6,
inclusive, shall be given with respect to (i) each partner of such general
partnership; (ii) each partner who is denominated as a general partner or who
functions as a general partner of such limited partnership; (iii) each member
of such syndicate or group; and (iv) each person controlling such partner or
member. If the statement is filed by a corporation or if a person referred
to in (i), (ii), (iii) or (iv) of this Instruction is a corporation, the
information called for by the above mentioned items shall be given with
respect to (a) each executive officer and director of such corporation; (b)
each person controlling such corporation; and (c) each executive officer and
director of any corporation or other person ultimately in control of such
corporation.
ITEM 1. SECURITY AND ISSUER
Common Stock, $0.001 par value
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(Title and Class of Equity Securities)
Cellpro, Incorporated
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(Name of Issuer)
22215 26th Avenue SE, Bothell, WA 98021
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(Address of Issuer)
ITEM 2. IDENTITY AND BACKGROUND
(a) Larry Callahan
(b) 8000 Maryland Avenue, 14th Floor
Clayton, MO 63105
(c) Registered Representative
Huntleigh Securities Corporation
8000 Maryland Avenue, 14th Floor
Clayton, MO 63105
(d) During the last five years, Mr. Callahan has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Callahan was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
is not, and was not during the last five years, 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.
(f) US Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION
Source of Funds: Personal Funds
Amount of Funds: $44,002.25
ITEM 4. PURPOSE OF TRANSACTION
The securities acquired by Mr. Callahan were acquired solely for
investment and for no other purpose.
Other than as described above, the only plans or proposals which Mr.
Callahan may have relate to or would result in:
(a) The acquisition by Mr. Callahan of additional securities of the
issuer solely for investment or the disposition of such securities
from time to time based on the price of the securities and certain
other economic and business considerations.
Mr. Callahan has no other plans or proposals which may relate to or
result in any
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of the actions described in paragraphs (b), (c), (d), (e), (f),
(g), (h), (i) or (j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of the class of securities identified
pursuant to Item 1 beneficially owned by Mr. Callahan is 919,900
shares.
The aggregate percentage of the class of securities identified
pursuant to Item 1 beneficially owned by Mr. Callahan is 6.3%.
(b) Mr. Callahan provides the following information with respect to
the shares he reported in response to paragraph (a):
Number of shares as to which there is sole power to vote or to
direct the vote: 919,900
Number of shares as to which there is shared power to vote or
direct the vote: -0-
Number of shares as to which there is sole power to dispose or to
direct the disposition: 919,900
Number of shares as to which there is shared power to dispose or
to direct the disposition: -0-
(c) The following transactions in the securities reported were
effected in the past sixty days by Mr. Callahan:
(1) Larry Callahan
(2) 11/6/98
(3) 609,400 shares
(4) $0.055 per share
(5) Transaction effected through Huntleigh Securities
Corporation acting in a principal capacity
(1) Larry Callahan
(2) 12/16/98
(3) 100,000 shares
(4) $0.0405 per share
(5) Transaction effected through Huntleigh Securities
Corporation acting in a principal capacity
(1) Larry Callahan
(2) 12/29/98
(3) 110,000 shares
(4) $0.0305
(5) Transaction effected through Huntleigh Securities
Corporation acting in a principal capacity
(1) Larry Callahan
(2) 1/6/99
(3) 100,500 shares
(4) $0.0305
(5) Transaction effected through Huntleigh Securities
Corporation acting in a principal capacity
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Callahan and any person with respect to any
securities of the issuer.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There are no materials required to be filed as exhibits pursuant to
Items 3, 4 and 6.
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) 02/12/1999
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(Signature) /s/ Larry Callahan
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(Name/Title)
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The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name of any title of each person who signs the statement
shall be typed or printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. Sec. 1001).
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