PALATIN TECHNOLOGIES INC
SC 13G, 2000-08-02
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                               (Amendment No.  )*



                           Palatin Technologies, Inc.
             -------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $0.01 par value
             -------------------------------------------------------
                         (Title of Class of Securities)


                                    696077 30 4
             -------------------------------------------------------
                                 (CUSIP Number)


                                 July 14, 2000
             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)


     *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 the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the propose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities  of the section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

<PAGE>


CUSIP No.  696077 30 4                13G                      Page 2 of 5 Pages
           -----------

--------------------------------------------------------------------------------
1.        NAMES OF REPORTING PERSONS

                            EDWARD J. QUILTY

          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


--------------------------------------------------------------------------------

2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a)  [ ]
                                                                   (b)  [ ]

--------------------------------------------------------------------------------

3.        SEC USE ONLY


--------------------------------------------------------------------------------
4.        CITIZENSHIP OR PLACE OF ORGANIZATION

          UNITED STATES

--------------------------------------------------------------------------------
                       | 5.     SOLE VOTING POWER
       NUMBER OF       |
                       |                          515,089
        SHARES         |
                       |--------------------------------------------------------
     BENEFICIALLY      | 6.     SHARED VOTING POWER
                       |
       OWNED BY        |                            None
                       |
                       |--------------------------------------------------------
         EACH          |  7.     SOLE DISPOSITIVE POWER
                       |
       REPORTING       |                          515,089
                       |
      PERSON WITH      |--------------------------------------------------------
                       |  8.     SHARED DOSPOSITIVE POWER
                       |
                       |                            None
                       |
--------------------------------------------------------------------------------

9.        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                       515,089

--------------------------------------------------------------------------------
10.       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
          CERTAIN SHARES*                                                  [ ]

--------------------------------------------------------------------------------
11.       PERCENT OF CLASS REPRESENTED BY AMOUNT OF ROW 9

                       6.0%

--------------------------------------------------------------------------------
12.       TYPE OF REPORTING PERSON*

                       IN

--------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

Item 1                                13G                      Page 3 of 5 Pages

1(a)     Name of Issuer:

         Palatin Technologies, Inc.

1(b)     Address of Issuer's Principal Executive Offices:

         103 Carnegie Center, Suite 200, Princeton, New Jersey 08540

Item 2

2(a)     Name of Person Filing:

         Edward J. Quilty

2(b)     Address of Principal Business Office or, if None, Residence:

         214 Carnegie Center, Suite 100, Princeton, NJ  08540

2(c)     Citizenship:

         Not Applicable

2(d)     Title of Class of Securities:

          This  statement  covers a total of  515,089  fully  diluted  shares of
          common stock,  $.01 par value per share (the "Common  Stock"),  of the
          Issuer. The Reporting Person as of the date hereof holds (or is deemed
          to hold) an aggregate of: ((i) 59,898 shares of Common Stock, and (ii)
          options for the purchase of Common Stock (the  "Options")  which as of
          the date  hereof  may be  exercised  to  purchase  all or a portion of
          455,191  shares of Common Stock at a price per share of $7.50 relative
          to 30,000 shares,  $4.96 relative to 49,472 shares,  $4.00 relative to
          100,000 shares,  $0.20 relative to 176,460 shares, and $3.125 relative
          to 99,259 shares. The Common Stock and Options are referred to herein,
          collectively, as the "Securities".

2(e)     CUSIP Number:

         696077 30 4

Item 3   If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
         (c), Check Whether the Person Filing is a:

3(a) [ ] Broker or dealer  registered  under  section  15 of the Act (15  U.S.C.
         78o).

3(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

3(c) [ ] Insurance  company as defined in Section 3(3)(19) of the Act (15 U.S.C.
         78c).

3(d) [ ] Investment company registered under Section 8 of the Investment Company
         Act of 1940 (15 U.S.C. 80a-8).

3(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

3(f) [ ] An employee  benefit plan or endowment fund in accordance  with
         ss.240.13d-1(b)(1)(ii)(F);

3(g) [ ]  A  parent  holding  company  or  control  person  in  accordance  with
          ss.240.13d-1(b)(1)(ii)(G);

3(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit
         Insurance Act (12 U.S.C. 1813);

3(i) [ ] A church plan that is excluded  from the  definition  of an  investment
         company under Section  3(c)(14) of the  Investment  Company Act of 1940
         (15 U.S.C. 80a-3);

3(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).


<PAGE>
                                      13G                      Page 4 of 5 Pages
Item 4   Ownership.

         Provide the following  information  regarding the aggregate  number and
         percentage of the class of securities of the issuer  identified in Item
         1:

4(a)     Amount beneficially owned:

         515,089 shares

4(b)     Percent of class:

         6.0%

4(c )    Number of shares as to which such person has:

         (i) Sole power to vote or to direct the vote:                   515,089

         (ii) Shared power to vote or to direct the vote:                None

         (iii) Sole power to dispose or to direct the disposition of:    515,089

         (iv) Shared power to dispose or to direct the disposition of:   None

Item 5   Ownership of Five Percent or Less of a Class.

         If this statement is being filed to report the fact that as of the date
         hereof the reporting  person has ceased to be the  beneficial  owner of
         more than five percent of the class of securities,  check the following
         [ ].

Item 6   Ownership of More than Five Percent on Behalf of Another Person.

         Not Applicable

Item 7   Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company.

         Not Applicable

Item 8   Identification and Classification of Members of the Group.

         Not Applicable

Item 9   Notice of Dissolution of Group.

         Not Applicable

<PAGE>

                                      13G                      Page 5 of 5 Pages

Item 10  Certification.

          By  signing  below I certify  that,  to the best of my  knowledge  and
          belief, the Securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or  influencing
          the control of the issuer of such Securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having that purpose or effect.

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.





                                                      /s/  Edward J. Quilty
                                                      -----------------------
                                                      By: Raymond C. Hedger, Jr.
                                                          Attorney-in-Fact


July 25, 2000



                             CONFIRMATION STATEMENT

     I, Edward J. Quilty, hereby authorize and designate Hedger & Hedger, by
Raymond C. Hedger, Jr. or Samantha J. Prince, to file on my behalf with the
United States Securities and Exchange Commission any of the following documents
relative to my ownership, purchase or sale of the securities of Palatin
Technologies, Inc.: (1) Form 4 - Statement of Changes in Beneficial Ownership,
(2) Form 5 - Annual Statement of Changes in Beneficial Ownership, (3) Schedule
13D and (4) Schedule 13G.


Date: July 12, 2000                         /s/  Edward J. Quilty
                                        ---------------------------
                                                Edward J. Quilty




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