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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. - - )*
Calypte Biomedical Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
131722100
(CUSIP Number)
Brian J. Geiger
Chief Financial Officer,
Executive Vice President
and Treasurer
Claneil Enterprises, Inc.
Suite 400
630 West Germantown Pike
Plymouth Meeting, PA 19462
(215) 828-6331
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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.
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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).
- -------------------------------------------------------------------------------
CUSIP No. 131722100 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Claneil Enterprises, Inc.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS AF
- ------------------------------------------------------------------------------
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
Pennsylvania
- ------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER 0
SHARES | |--------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER 2,051,220*
OWNED BY | |--------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER 0
REPORTING | |--------------------------------------------------------
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 2,051,220*
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,051,220*
- ------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%*
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------
*See Introduction for a description of method for computation of the share data
and percent of class.
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- -------------------------------------------------------------------------------
CUSIP No. 131722100 13D
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1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
LHC Corporation
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS 00
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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
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER 0
SHARES | |--------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER 2,051,220*
OWNED BY | |--------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER 0
REPORTING | |--------------------------------------------------------
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 2,051,220*
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,051,220*
- ------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%*
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14 TYPE OF REPORTING PERSON
CO
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*See Introduction for a description of method for computation of the share data
and percent of class.
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CUSIP No. 131722100 13D
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1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Trilobite Lakes Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- ------------------------------------------------------------------------------
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
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER 0
SHARES | |--------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER 2,051,220*
OWNED BY | |--------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER 0
REPORTING | |--------------------------------------------------------
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 2,051,220*
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,051,220*
- ------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%*
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14 TYPE OF REPORTING PERSON
CO
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*See Introduction for a description of method for computation of the share data
and percent of class.
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SCHEDULE 13D
Introduction
This statement on Schedule 13D relates to the intended acquisition by
Trilobite Lakes Corp., a Delaware corporation ("Tribolite"), of up to 2,051,220
shares of the Common Stock, $.001 per share (the "Common Shares") of Calypte
Biomedical Corporation, a Delaware corporation (the "Company") pursuant to the
terms of (i) a Common Stock Purchase Agreement, dated as of March 2, 2000 (the
"Purchase Agreement"), among the Company, Trilobite and the other purchasers
party thereto, and (ii) a $1 million Bridge Loan Agreement, dated as of March 2,
2000 (the "Bridge Agreement"), between the Company and Trilobite. All of the
outstanding capital stock of Trilobite is owned by LHC Corporation, a Delaware
corporation ("LHC"), and all of the outstanding capital stock of LHC is owned by
Claneil Enterprises, Inc., a Pennsylvania corporation ("Claneil").
Under the Purchase Agreement, Trilobite has agreed to purchase
1,951,220 Common Shares at a price of $2.05 per share and under the Bridge
Agreement Trilobite has acquired from the Company a Warrant, dated March 2, 2000
(the "Warrant") to purchase 100,000 Common Shares at $3.62 per share, subject to
normal adjustments. Closing under the Purchase Agreement is to be completed
immediately following effectiveness of a registration statement on Form S-3
covering resales by the purchasers of Common Shares issued pursuant to the
Purchase Agreement and issuable under the Warrant. Such registration statement
was filed by the Company on March 13, 2000 (the "S-3 Registration Statement")
and has not yet become effective. The Purchase Agreement provides that, at the
closing under the Purchase Agreement, the Company will issue an aggregate of
4,096,000 Common Shares to eleven (11) purchasers (including Trilobite).
However, the beneficial ownership percentages of the filing parties herein are
based on (i) 20,481,153 Common Shares issued and outstanding on March 1, 2000,
and (ii) the assumption that the only additional Common Shares to be issued and
outstanding following the closing under the Purchase Agreement are those to be
issued to Trilobite and the Common Shares issuable upon exercise of the Warrant.
If all shares to be issued at the closing under the Purchase Agreement to all
parties thereto were deemed outstanding, the beneficial ownership percentage of
the filing parties would be 8.3%.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to shares of the common stock,
par value $.001 per share (the "Common Shares"), of Calypte Biomedical
Corporation (the "Company"), a Delaware corporation with its principal executive
offices at 1265 Harbor Bay Parkway, Alameda, CA 94502.
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Item 2. Identity and Background.
This statement is being filled by the following persons (the "reporting
persons"):
(a) Name: Claneil Enterprises, Inc.
(b)(c) Address of Principal Office: Suite 400
630 West Germantown Avenue
Plymouth Meeting, PA 19462
(d) Criminal proceedings within 5 years: None
(e) Proceedings with respect to federal or state securities laws: None
(f) Citizenship: Pennsylvania
_______________________
(a) Name: LHC
(b)(c) Address of Principal Office: Suite 14
Silverside Carr Executive Center
501 Silverside Road
Wilmington, DE 19809-1375
(d) Criminal proceedings within 5 years: None
(e) Proceedings with respect to federal or state securities laws: None
(f) Citizenship: Delaware
_______________________
(a) Name: Trilobite Lakes Corporation
(b)(c) Address of Principal Office: Suite 14
Silverside Carr Executive Center
501 Silverside Road
Wilmington, DE 19809-1375
(d) Criminal proceedings within 5 years: None
(e) Proceedings with respect to federal or state securities laws: None
(f) Citizenship: Delaware
Information with respect to the directors and executive officers of the
filing parties is set forth in Annex I hereto.
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Item 3. Source and Amount of Funds or Other Consideration.
Trilobite intends to finance the purchase of the Common Shares with
funds provided by LHC, its parent company. LHC intends to obtain such funds from
general working capital and from the proceeds of sales of certain investment
assets.
Item 4. Purpose of Transaction.
Each of the filing parties will acquire beneficial ownership of the
Common Shares covered hereby for investment. As noted in Item 6, Trilobite is
entitled to have one designee nominated for election to the Company's Board of
Directors so long as it owns at least 50% of the Common Shares to be acquired by
it under the Purchase Agreement. The filing parties may subsequently increase
their holdings of the Company's common stock or sell Common Shares from time to
time in market transactions or otherwise pursuant to the Registration Statement
or otherwise. Except as noted above, the filing parties have no current plans or
proposals which would relate to or would result in any of the matters described
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
_______________________
Item 5. Interest in Securities of the Issuer.
The following information concerning beneficial ownership of Common
Shares of Company is subject to the descriptions in the Introduction hereto.
Nothing herein shall be construed as an admission by the reporting persons that
they are, for the purposes of Section 13(d) of the Act, the beneficial owners of
any such shares.
Claneil Enterprises, Inc.:
(a) amount beneficially owned: 2,051,220
percentage of class: 9.1%
(b) sole power to vote
or direct the vote: 0
shared power to vote
or direct the vote: 2,051,220
sole power to dispose or
direct the disposition of: 0
shared power to dispose or
direct the disposition of: 2,051,220
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(c) transactions during
last sixty days: None other than as described in the
Introduction hereto.
(d) right of others to receive
dividends and sale proceeds: All dividends and sale proceeds would
initially be received by Trilobite
Lakes Corp., as the direct owner of
the shares.
(e) Not applicable.
_______________________
LHC Corporation:
(a) amount beneficially owned: 2,051,220
percentage of class: 9.1%
(b) sole power to vote
or direct the vote: 0
shared power to vote
or direct the vote: 2,051,220
sole power to dispose or
direct the disposition of: 0
shared power to dispose or
direct the disposition of: 2,051,220
(c) transactions during
last sixty days: None other than as described in the
Introduction hereto.
(d) right of others to receive
dividends and sale proceeds: All dividends and sale proceeds would
initially be received by Trilobite
Lakes Corp., as the direct owner of
the shares.
(e) Not applicable.
_______________________
Trilobite Lakes Corp.:
(a) amount beneficially owned: 2,051,220
percentage of class: 9.1%
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(b) sole power to vote
or direct the vote: 0
shared power to vote
or direct the vote: 2,051,220
sole power to dispose or
direct the disposition of: 0
shared power to dispose or
direct the disposition of: 2,051,220
(c) transactions during
last sixty days: None other than as described in the
Introduction hereto.
(d) right of others to receive
dividends and sale proceeds: None.
(e) Not applicable.
_______________________
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Reference is made to Introduction for a general description of the
Purchase Agreement and the Warrant. Under the Purchase Agreement, the Company
has agreed to nominate a designee of Trilobite to serve on its Board of
Directors until the 2000 Annual Meeting and at annual meetings thereafter so
long as Trilobite holds at least half of the Common Shares acquired under the
Purchase Agreement.
Under the Bridge Agreement, Trilobite has agreed to advance the Company
up to $1 million, from time to time. All such advances will become due on May
30, 2000, and if the closing under the Purchase Agreement occurs prior to
repayment, any outstanding balances will be credited to Trilobite's purchase
obligations thereunder and deemed discharged.
The Warrant expires on March 2, 2005.
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Item 7. Material to be Filed as Exhibits.
(1) Filing Agreement dated February 10, 2000
(2) Common Stock Purchase Agreement, dated as of March 2, 2000, among Calypte
Biomedical Corporation and the parties named as Purchasers therein*
(3) Bridge Loan Agreement, dated as of March 2, 2000, between Calypte Biomedical
Corporation and Trilobite Lakes Corporation*
(4) Warrant of Calypte Biomedical Corporation, dated March 2, 2000, to purchase
100,000 shares of Common Stock*
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* Incorporated herein by reference to Exhibits 4.1, 4.2 and 4.4, respectively,
to Registration Statement on Form S-3 filed by Calypte Biomedical Corporation
with the Securities and Exchange Commission on March 13, 2000.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement with respect to such reporting person is true, complete and correct.
In executing this statement, the undersigned agree, to the extent required by
Rule 13d-1(k), that this statement is being filed on behalf of each of the
reporting persons herein.
Dated: March 13, 2000
CLANEIL ENTERPRISES, INC., a
Pennsylvania corporation
/s/ Brian J. Geiger
-------------------------------------
Brian J. Geiger
Chief Financial Officer,
Executive
Vice President and Treasurer
LHC CORPORATION, a Delaware
Corporation
/s/ Brian J. Geiger
-------------------------------------
Brian J. Geiger
President
TRILOBITE LAKES CORP., a
Delaware corporation
By: /s/ Brian J. Geiger
--------------------------------
Brian J. Geiger
Vice President and Treasurer
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EXHIBIT INDEX
(1) Filing Agreement dated February 10, 2000
(2) Common Stock Purchase Agreement, dated as of March 2, 2000, among Calypte
Biomedical Corporation and the parties named as Purchasers therein*
(3) Bridge Loan Agreement, dated as of March 2, 2000, between Calypte Biomedical
Corporation and Trilobite Lakes Corporation*
(4) Warrant of Calypte Biomedical Corporation, dated March 2, 2000, to purchase
100,000 shares of Common Stock*
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* Incorporated herein by reference to Exhibits 4.1, 4.2 and 4.4, respectively,
to Registration Statement on Form S-3 filed by Calypte Biomedical Corporation
with the Securities and Exchange Commission on March 13, 2000.
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ANNEX I
A. Information concerning directors and executive officers of Claneil
Enterprises, Inc. ("Claneil"), LHC Corporation ("LHC"), and Trilobite Lakes
Corp. ("Trilobite"). Except as specifically noted below, the business address of
all persons listed below is Suite 400, 630 West Germantown Pike, Plymouth
Meeting, PA 19462.
<TABLE>
<CAPTION>
Name Principal Occupation and
- ---- Business Address Positions Held
------------------------ --------------
<S> <C> <C>
Barbara M. Jordan Private Investor Chairman and Director -- Claneil
Francis G. Ziegler President President and Director -- Claneil;
and Chief Executive Officer Chairman and Director, LHC;
Claneil Enterprises, Inc. President and Director, Trilobite
Langhorne B. Smith Vice President Vice President, Secretary and
Claneil Enterprises, Inc. Director -- Claneil
Vice President - LHC
Brian J. Geiger Chief Financial Officer Chief Financial Officer,
Claneil Enterprises, Inc. Executive Vice President,
Treasurer and Director -- Claneil;
President and Director -- LHC;
Treasurer and Director -- Trilobite
Henry A. Jordan Private Investor Director -- Claneil
Director -- LHC
Mario P. Borini Retired Director -- Claneil
Marjorie M. Findley Private Investor Director -- Claneil
Robert D McNeil President Director -- Claneil
Penguin Industries, Inc.
116 Quarry Road
Coatesville, PA 19320
Jack E. O'Brien Retired Director -- Claneil
</TABLE>
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<TABLE>
<CAPTION>
Name Principal Occupation and
- ---- Business Address Positions Held
------------------------ --------------
<S> <C> <C>
P.M. Snyder, Jr. Retired Director -- Claneil;
Vice President and Director --
LHC
David E. Collins Chief Executive Director -- Claneil
Officer
Calypte Biomedical
Corporation
1265 Harbor Bay Parkway
Alameda, CA 94502
Joseph E. Smith Retired Director -- Claneil
Stanley Smith Treasurer Director, Treasurer and Secretary
LHC Corporation -- LHC;
Suite 14 Director and Treasurer -- Trilobite
Silverside Carr Executive
Center
501 Silverside Road
Wilmington, DE 19809-1375
</TABLE>
Each of the individuals listed above is a citizen of the United States
of America, except Stanley Smith who is a citizen of the United Kingdom.
During the last five years, none of the directors or executive officers
named above has been convicted in any criminal proceeding (excluding traffic
violations or 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
it, he or she was 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.
Further, during the past 60 days none of such directors or executive
officers has effected any transactions in the common stock of the Company,
except for David E. Collins, Chief Executive Officer of the Company, who on
January 5, 2000, exercised stock options to purchase an aggregate of 55,750
Common Shares as follows: 5,000 shares at $1.00 per share; 750 shares at $1.375
per share; and 50,000 shares at $0.78125 per share.
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Exhibit 1
Filing Agreement dated March 13, 2000
Re: Joint Filing of Schedule 13D
The undersigned hereby agree that:
(i) each of them is individually eligible to use the Schedule 13D
attached hereto;
(ii) the attached Schedule 13D is filed on behalf of each them;
(iii) each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information therein concerning herself,
himself or itself; but none of them is responsible for the
completeness and accuracy of the information concerning the other
persons making the filing, unless she, he or it knows or has
reason to believe that such information is inaccurate.
Dated: March 13, 2000
CLANEIL ENTERPRISES, INC., a
Pennsylvania corporation
/s/ Brian J. Geiger
----------------------------------------
Brian J. Geiger
Chief Financial Officer, Executive
Vice President and Treasurer
TRILOBITE, a Delaware LHC CORPORATION, a Delaware
Corporation Corporation
By: /s/ Brian J. Geiger /s/ Brian J. Geiger
------------------------- ----------------------------------------
Brian J. Geiger Brian J. Geiger
Vice President and President
Treasurer
