SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MATRITECH, INC.
---------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
576818108
-----------------------------------------
(CUSIP Number of Class of Securities)
Lawrence A. Bowman
Spinnaker Technology Fund, L.P.
c/o Soundview Asset Management, Inc.
22 Gatehouse Road
Stamford, Connecticut 06092
(203) 462-7250
---------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
With a copy to:
David P. Falck, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
September 28, 1995
--------------------------------
(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: |X|
Exhibit Index on Page 10
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 576818108
- -----------------------------
===============================================================================
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) o
(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) o
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
1,040,350
----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,040,350
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,350
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
===============================================================================
Page 2 of 11 Pages
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 576818108
- -----------------------------
===============================================================================
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) o
(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) o
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
1,040,350
----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,040,350
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,350
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
- -------------------------------------------------------------------------------
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, $.01 par value per share (the "Common Stock"), of
Matritech, Inc., a Delaware corporation (the "Company"), which has its principal
executive offices at 763 Concord Avenue, Cambridge, Massachusetts 02138.
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 22 Gatehouse Road, Stamford, Connecticut
06902.
The sole general partner of Spinnaker is Soundview Asset
Management, Inc., a Delaware corporation ("Soundview"), which conducts its
principal business and maintains its principal office at 22 Gatehouse Road,
Stamford, Connecticut 06902. All business of Spinnaker is conducted under the
complete and exclusive control of Soundview. (Spinnaker and Soundview are
sometimes hereinafter referred to as the "Filers").
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 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
Page 4 of 11 Pages
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mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The funds used by Spinnaker to pay for its interest in the
Common Stock, in the amount of $2,392,805 for 1,040,350 shares of Common Stock
at a purchase price of $2.30 per share, were obtained from the capital
contributions made by its partners.
Item 4. Purpose of Transaction.
Spinnaker has acquired the Common Stock for investment
purposes. None of the Filers has any intention of acquiring control over the
Company; however, if Spinnaker or Soundview believe that further investment in
the Company is attractive, whether because of the market price of the Common
Stock or otherwise, Spinnaker may acquire additional shares of Common Stock.
Similarly, depending upon market and other factors, Spinnaker may determine to
dispose of the Common Stock. Except as disclosed above, the Filers do 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 received from the Company. According to the Company, as
of August 28, 1995, there were 9,787,402 shares of Common Stock issued and
outstanding. After giving effect to the issuance and sale by way of a private
placement under Section 4(2) and Regulation D of the Securities Act of 1933 of
3,000,000 shares of Common Stock on September 28, 1995, including those shares
purchased by Spinnaker, there are 12,787,402 issued and outstanding shares of
Common Stock.
Spinnaker beneficially owns 1,040,350 shares of Common Stock,
representing approximately 8.1% 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, Soundview.
Soundview may be deemed to beneficially own all the shares of
Common Stock owned by Spinnaker by virtue of its status as sole general partner
of Spinnaker. Such deemed
Page 5 of 11 Pages
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beneficial ownership would total 1,040,350 shares, representing approximately
8.1% of the Common Stock issued and outstanding. Soundview disclaims beneficial
ownership of such shares. Soundview may also be deemed in its capacity as
general partner of Spinnaker to share the voting power and the power to direct
the disposition of the shares of Common Stock owned by Spinnaker.
(c) Except as set forth above, none of the Filers has effected
any transactions in shares of Common Stock during the past 60 days.
(d) To the best knowledge of the Filers, no person other than
the Filers 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to the Securities Purchase Agreement dated as of
September 28, 1995 (the "Agreement") between the Company and Spinnaker,
Spinnaker was granted registration rights with respect to the Common Stock.
Under the terms of the Agreement, the Company is required, within 60 days from
September 28, 1995 to prepare and file a registration statement under the
Securities Act of 1933, covering the sale of the Common Stock held by Spinnaker
and to use its best efforts to cause such registration statement to become
effective, subject to certain conditions.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement pursuant to Rule 13d-1(f)(1).
Exhibit B: Securities Purchase Agreement between
Matritech, Inc. and Spinnaker Technology
Fund, L.P., dated September 28, 1995
(incorporated by reference from Exhibit
No. 10 to the Company's Current Report on
Form 8-K dated September 29, 1995, File
No. 0-19921).
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: October 6, 1995
SPINNAKER TECHNOLOGY FUND, L.P.
By: Soundview Asset Management, Inc.,
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: October 6, 1995
SOUNDVIEW ASSET MANAGEMENT, INC.
By: /s/ Lawrence A. Bowman
----------------------
Lawrence A. Bowman
President
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. All business of Spinnaker
Technology Fund, L.P. is conducted under the complete and exclusive control of
Soundview Asset Management, Inc., its General Partner.
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 06092
Kerry Tyler Secretary and Treasurer of
Soundview Asset Management, Inc. Soundview Asset Management,
22 Gatehouse Road Inc.
Stamford, Connecticut 06092
James B. Townsend Director of Soundview
Soundview Asset Management, Inc. Asset Management, Inc.
22 Gatehouse Road
Stamford, Connecticut 06092
Russell D. Crabs Director of Soundview
Soundview Asset Management, Inc. Asset Management, Inc.
22 Gatehouse Road
Stamford, Connecticut 06092
Page 9 of 11 Pages
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EXHIBIT INDEX
-------------
Exhibit Page
Number Documents Number
------- --------- ------
A Agreement pursuant to Rule 13d-1(f)(1) 11
B Securities Purchase Agreement between
Matritech, Inc. and Spinnaker Technology
Fund, L.P., dated September 28, 1995
(incorporated by reference from Exhibit
No. 10 to the Company's Current Report on
Form 8-K dated September 29, 1995, File
No. 0-19921).
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: October 6, 1995
SPINNAKER TECHNOLOGY FUND,
L.P.
By: Soundview Asset
Management, Inc.,
Its General Partner
By: /s/ Lawrence A. Bowman
----------------------
Lawrence A. Bowman
President
SOUNDVIEW ASSET MANAGEMENT,
INC.
By: /s/ Lawrence A. Bowman
----------------------
Lawrence A. Bowman
President
Page 11 of 11 Pages
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