SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Palatin Technologies, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
696077 30 4
(CUSIP Number)
Stephen T. Wills, Chief Financial Officer
Palatin Technologies, Inc.
103 Carnegie Center, Suite 200
Princeton, NJ 08540
(609) 520-1911
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 13, 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.
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).
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13D PAGE 2 OF 5 PAGES
CUSIP No. 696077 30 4
________________________________________________________________________________
1) Names of reporting persons. I.R.S. Identification Nos. of above
persons (entities only).
Carl Spana, Ph.D.
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions) PF, OO
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
________________________________________________________________________________
6) Citizenship or Place of Organization United States of America
________________________________________________________________________________
Number of (7) Sole Voting Power 430,135
Shares _________________________________________________________________
Beneficially
Owned by (8) Shared Voting Power -0-
Each _________________________________________________________________
Reporting
Person (9) Sole Dispositive Power 430,135
With _________________________________________________________________
(10) Shared Dispositive Power -0-
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person
430,135 shares
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11) 5.2%
________________________________________________________________________________
14) Type of Reporting Person (See Instructions) IN
________________________________________________________________________________
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13D PAGE 3 OF 5 PAGES
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement relates
is common stock, $0.01 par value per share, of Palatin Technologies, Inc. The
name and address of the principal executive offices of the issuer are:
Palatin Technologies, Inc.
103 Carnegie Center, Suite 200
Princeton, NJ 08540
ITEM 2. IDENTITY AND BACKGROUND
(a) Carl Spana, Ph.D.
(b) Palatin Technologies, Inc.
103 Carnegie Center, Suite 200
Princeton, NJ 08540
(c) Interim chief executive officer, executive vice president, chief
technology officer and director of Palatin Technologies, Inc., a
development-stage medical technology company (business address listed
in Item 2(b) above).
(d) During the last five years, the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the reporting person was not a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction, where as a result of such proceeding, he 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.
(f) Citizenship: United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 11, 1998, the issuer granted to the reporting person, as
incentive compensation, an option to purchase 50,000 shares of the issuer's
common stock, at an exercise price of $2.50 per share. That option is scheduled
to vest as to 17,000 shares on September 11, 2000, at which time it will be
fully vested. As a result of this scheduled vesting, the reporting person became
the beneficial owner of more than 5% of the issuer's common stock as of July 13,
2000 (60 days before the scheduled vesting).
The issuer has previously granted to the reporting person, as incentive
compensation under various stock option plans and agreements, currently
exercisable stock options to purchase an aggregate of 398,462 shares of the
issuer's common stock at exercise prices ranging from $1.00 to $8.00 per share.
Options to purchase an additional 25,500 shares of common stock at $4.875 per
share will vest on July 8, 2001.
The reporting person currently owns 3,000 outstanding shares of the
issuer's common stock, purchased on the open market on January 10, 2000, using
$12,506.25 of personal funds. The reporting person also owns 11,673 outstanding
shares of the issuer's common stock, issued on conversion of preferred stock of
RhoMed Incorporated, which the reporting person received as compensation for
services relating to the financing and operations of RhoMed before it merged
with and became a wholly-owned subsidiary of the issuer in 1996.
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13D PAGE 4 OF 5 PAGES
ITEM 4. PURPOSE OF TRANSACTION
The reporting person acquired the stock options described in Item 3 above
as part of his compensation as an employee and executive officer of the issuer;
acquired the 3,000 shares of outstanding common stock described in Item 3 above
as a personal investment; and acquired the 11,673 shares of outstanding common
stock described in Item 3 above as compensation for services to a privately-held
company which merged with the issuer. The reporting person has no plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure;
(g) Changes in the issuer's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The reporting person beneficially owns 430,135 shares of the common
stock of the issuer, including 14,673 outstanding shares and options
exercisable currently or within 60 days to purchase 415,462 shares.
These 430,135 shares represent approximately 5.2% of the issuer's
outstanding common stock.
(b) The reporting person has sole power to vote, direct the vote of,
dispose of, and direct the disposition of 430,135 shares of common
stock. He does not have shared power with respect to any shares.
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13D PAGE 5 OF 5 PAGES
(c) In addition to the option vesting reported in Item 3 above, another
common stock option which the issuer previously granted to the
reporting person vested on July 8, 2000, as to 24,750 shares,
exercisable at $4.875 per share. The reporting person has had no other
transactions in the issuer's securities during the past sixty days.
(d) No other person has rights with respect to the securities which the
reporting person beneficially owns.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The reporting person has options to purchase, currently or within 60 days,
415,462 shares of the issuer's common stock, granted under various stock option
plans of and agreements with the issuer. The plans and agreements provide the
terms for the grant, exercise, termination, expiration and adjustment of the
options. These options are not transferable during the life of the reporting
person. The reporting person may be required to notify the issuer of certain
dispositions of the common stock underlying the options. Otherwise, the option
terms do not include any restrictions or requirements relating to voting of any
of the issuer's securities, finder's fees, joint ventures, loans, puts or calls,
guarantees of profits, division of profit or loss, or the giving or withholding
of proxies.
Except as stated above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the reporting
person and any other person or persons with respect to any other securities of
the issuer. None of the shares of common stock of the issuer which
the reporting person beneficially owns are pledged or otherwise subject to a
contingency the occurrence of which would give another person voting power or
investment power over such securities, other than in connection with standard
default and similar provisions in loan agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
Dated: July 21, 2000
/s/ Carl Spana
----------------------------
Carl Spana, Ph.D.
