SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Amendment No. 3
Under the Securities Exchange Act of 1934
SPECTRX, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
847635109
(CUSIP Number)
H. Vaughan Blaxter, III
1900 Grant Building
Pittsburgh, Pennsylvania 15219
(412) 281-2620
(Name, address and telephone number of person
authorized to receive notices and communications)
July 15, 1998
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 statement, and is
filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following: [ ]
Page 1
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN MEDICAL VENTURES 1993 L.P.
I.D. #51-0345071
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
714,286
8 Shared Voting Power
9. Sole Dispositive Power
714,286
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
714,286
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
9.2%
14 Type of Reporting Person
PN
Page 2
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN MEDICAL VENTURES 1994 L.P.
I.D. #51-0353407
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
275,953
8 Shared Voting Power
9 Sole Dispositive Power
275,953
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
275,953
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
3.6%
14 Type of Reporting Person
PN
Page 3
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN MEDICAL VENTURES 1995 L.P.
I.D. #51-0364601
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
101,860
8 Shared Voting Power
9 Sole Dispositive Power
101,860
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
101,860
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
1.3%
14 Type of Reporting Person
PN
Page 4
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN MEDICAL VENTURES 1996 L.P.
I.D. #51-0372016
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
423,102
8 Shared Voting Power
9 Sole Dispositive Power
423,102
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
423,102
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
5.5%
14 Type of Reporting Person
PN
Page 5
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN MEDICAL VENTURES 1997 L.P.
I.D. #52-2028335
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
75,000
8 Shared Voting Power
9 Sole Dispositive Power
75,000
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
75,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
1.0%
14 Type of Reporting Person
PN
Page 6
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HILLMAN/DOVER LIMITED PARTNERSHIP
I.D. #51-0386294
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,590,201
9 Sole Dispositive Power
10 Shared Dispositve Power
1,590,201
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,201
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
20.5%
14 Type of Reporting Person
PN
Page 7
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
CASHON BIOMEDICAL ASSOCIATES L.P.
I.D. #23-2555178
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,590,201
9 Sole Dispositive Power
10 Shared Dispositve Power
1,590,201
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,201
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
20.5%
14 Type of Reporting Person
PN
Page 8
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
WILMINGTON INTERSTATE CORPORATION
I.D. #51-0313966
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
82,637
8 Shared Voting Power
9 Sole Dispositive Power
82,637
10 Shared Dispositve Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
82,637
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
1.1%
14 Type of Reporting Person
CO
Page 9
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
WILMINGTON SECURITIES, INC.
I.D. #51-0114700
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,672,838
9 Sole Dispositive Power
10 Shared Dispositve Power
1,672,838
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,672,838
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
21.6%
14 Type of Reporting Person
CO
Page 10
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
WILMINGTON INVESTMENTS, INC.
I.D. #51-0344688
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,672,838
9 Sole Dispositive Power
10 Shared Dispositve Power
1,672,838
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,672,838
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
21.6%
14 Type of Reporting Person
CO
Page 11
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THE HILLMAN COMPANY
I.D. #25-1011286
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,672,838
9 Sole Dispositive Power
10 Shared Dispositve Power
1,672,838
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,672,838
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
21.6%
14 Type of Reporting Person
CO
Page 12
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE,
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER
18, 1985 I.D. #18-2145466
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
200,000
8 Shared Voting Power
1,672,838
9 Sole Dispositive Power
200,000
10 Shared Dispositve Power
1,672,838
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,872,838
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
24.2%
14 Type of Reporting Person
OO
Page 13
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,872,838
9 Sole Dispositive Power
10 Shared Dispositve Power
1,872,838
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,872,838
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
24.2%
14 Type of Reporting Person
IN
Page 14
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HENRY L. HILLMAN
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,872,838
9 Sole Dispositive Power
10 Shared Dispositve Power
1,872,838
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,872,838
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
24.2%
14 Type of Reporting Person
IN
Page 15
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
ELSIE HILLIARD HILLMAN
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,872,838
9 Sole Dispositive Power
10 Shared Dispositve Power
1,872,838
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,872,838
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
24.2%
14 Type of Reporting Person
IN
Page 16
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
CHARLES G. HADLEY
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,590,201
9 Sole Dispositive Power
10 Shared Dispositve Power
1,590,201
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,201
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
20.5%
14 Type of Reporting Person
IN
Page 17
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HAL S. BRODERSON
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,590,201
9 Sole Dispositive Power
10 Shared Dispositve Power
1,590,201
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,201
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
20.5%
14 Type of Reporting Person
IN
Page 18
<PAGE>
CUSIP NO. 847635109
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
RONALD J. BRENNER
I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
1,590,201
9 Sole Dispositive Power
10 Shared Dispositve Power
1,590,201
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,201
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11)
20.5%
14 Type of Reporting Person
IN
Page 19
<PAGE>
SCHEDULE 13D
This statement ("Statement") constitutes Amendment No. 3 to
Schedule 13D filed with the Securities and Exchange Commission
(the "Commission") on July 21, 1998 (the "Filing").
Item 1. Security and Issuer
This Statement relates to the Common Stock, $0.001 par value,
of SpectRx, Inc., a Delaware corporation (the "Issuer"). The address
of the Issuer's principal executive office is 6025A Unity Drive,
Norcross, Georgia 30071.
Item 2. Identity and Background
(a) Names of persons filing (individually, the "Registrant" and
collectively, the "Registrants"):
Hillman Medical Ventures 1993 L.P., a Delaware limited
partnership, whose general partners are Hillman/Dover
Limited Partnership and Cashon Biomedical Associates L.P.
Hillman Medical Ventures 1994 L.P., a Delaware limited
partnership, whose general partners are Hillman/Dover
Limited Partnership and Cashon Biomedical Associates L.P.
Hillman Medical Ventures 1995 L.P., a Delaware limited
partnership, whose general partners are Hillman/Dover
Limited Partnership and Cashon Biomedical Associates L.P.
Hillman Medical Ventures 1996 L.P., a Delaware limited
partnership, whose general partners are Hillman/Dover
Limited Partnership and Cashon Biomedical Associates L.P.
Hillman Medical Ventures 1997 L.P., a Delaware limited
partnership, whose general partners are Hillman/Dover
Limited Partnership and Cashon Biomedical Associates L.P.
Hillman/Dover Limited Partnership, a Delaware limited
partnership whose general partner is Wilmington Securities,
Inc.
Cashon Biomedical Associates L.P., a Delaware limited
partnership whose general partners are Charles G. Hadley,
Hal S. Broderson and Ronald J. Brenner.
Wilmington Interstate Corporation, a Delaware corporation, a
wholly-owned subsidiary of Wilmington Securities, Inc.
Wilmington Securities, Inc., a Delaware corporation, a
wholly-owned subsidiary of Wilmington Investments, Inc.
Wilmington Investments, Inc., a Delaware corporation, a
wholly-owned subsidiary of The Hillman Company.
The Hillman Company, a Pennsylvania corporation controlled
by Henry L. Hillman, Elsie Hilliard Hillman and C. G.
Grefenstette,as Trustees of the Henry L. Hillman Trust U/A
dated November 18, 1985.
Henry L. Hillman, Elsie Hilliard Hillman and C. G.
Grefenstette, Trustees of the Henry L. Hillman Trust U/A
dated November 18, 1985 (the "1985 Trust").
C. G. Grefenstette
Henry L. Hillman
Elsie Hilliard Hillman
Charles G. Hadley
Hal S. Broderson
Ronald J. Brenner
The name, position, business address and citizenship of each
director and executive officer of the entities listed above,
each controlling person of such entities and each director
and executive officer of any person or corporation in
control of said entities, is attached hereto as Exhibit 1.
(b) Business Address
The addresses of the Registrants are as follows:
The Hillman Company and the 1985 Trust are each located at:
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Wilmington Interstate Corporation, Wilmington Securities,
Inc., Wilmington Investments, Inc., Hillman/Dover Limited
Partnership, Hillman Medical Ventures 1993 L.P., Hillman
Medical Ventures 1994 L.P., Hillman Medical Ventures 1995
L.P., Hillman Medical Ventures 1996 L.P. and Hillman Medical
Ventures 1997 L.P. are located at:
824 Market Street, Suite 900
Wilmington, Delaware 19801
Cashon Biomedical Associates L.P., Charles G. Hadley,
Hal S. Broderson and Ronald J. Brenner are located at:
One Tower Bridge, Suite 1350
100 Front Street
Conshohocken, Pennsylvania 19428
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
(c) Principal occupation or employment
The principal occupations of the limited partnerships listed
in response to Item 2(a) are: investments in medical area.
The principal occupations of the corporations, listed in
response to Item 2(a) are: diversified investments and
operations.
The principal occupations of the 1985 Trust is: diversified
investments and operations.
Charles G. Hadley
General Partner, Cashon Biomedical Associates L.P.
Hal S. Broderson
General Partner, Cashon Biomedical Associates L.P.
Ronald J. Brenner
General Partner, Cashon Biomedical Associates L.P.
C. G. Grefenstette
See Exhibit 1
Henry L. Hillman
See Exhibit 1
Elsie Hilliard Hillman
See Exhibit 1
(d) Criminal convictions
None of the persons named in Item 2(a)(including Exhibit 1)
have been convicted in a criminal proceeding in the last
five years.
(e) Civil proceedings
None of the persons listed in response to Item 2(a)
(including Exhibit 1) have in the last five years been
subject to a judgment, decree or final order as described
in Item 2, subsection (e) of Schedule 13D.
(f) Citizenship
The 1985 Trust is a Pennsylvania trust.
Wilmington Interstate Corporation, Wilmington Securities,
Inc. and Wilmington Investments, Inc. are Delaware
corporations.
The Hillman Company is a Pennsylvania corporation.
Hillman/Dover Limited Partnership, Cashon Biomedical
Associates L.P., Hillman Medical Ventures 1993 L.P.,
Hillman Medical Ventures 1994 L.P., Hillman Medical Ventures
1995 L.P., Hillman Medical Ventures 1996 L.P. and Hillman
Medical Ventures 1997 L.P. are Delaware limited
partnerships.
C. G. Grefenstette, Henry L. Hillman, Elsie Hilliard Hillman,
Charles G. Hadley, Hal S. Broderson and Ronald J. Brenner
are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
None.
Item 4. Purpose of Transaction
The 1985 Trust made the following purchase of shares of
the Issuer's Common Stock:
On July 15, 1998, the 1985 Trust purchased 100,000 shares
of Common Stock for a price of $6.25 per share.
Except as set forth above, the Registrants have no present
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 the 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, by-laws 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 to 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 of 1933, or (j) any action similar to those
enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Beneficial Ownership
The following is a list of the Issuer's Common Stock of which
each Registrant is a direct, beneficial owner. It includes the
number of shares held and the percentage of the class of such
shares that are held by such Registrant.
<TABLE>
<CAPTION> <S> <C> <C>
Name Number of Shares % of Class of Shares
The 1985 Trust 200,000 2.6%
Wilmington Interstate
Corporation 82,637 1.1%
Hillman Medical
Ventures 1993 L.P. 714,286 9.2%
Hillman Medical
Ventures 1994 L.P. 275,953 3.6%
Hillman Medical
Ventures 1995 L.P. 101,860 1.3%
Hillman Medical
Ventures 1996 L.P. 423,102 5.5%
Hillman Medical
Ventures 1997 L.P. 75,000 1.0%
</TABLE>
(b) Power to Vote or Dispose of Shares
Each person listed above in response to Item 5(a) has the sole
power to vote and to direct the vote and the sole power to
dispose of and direct the disposition of those shares except
as follows:
(i) Wilmington Interstate Corporation, Wilmington Securities,
Inc., Wilmington Investments, Inc., The Hillman Company,
Henry L. Hillman, as settlor and Trustee of the 1985 Trust,
and Elsie Hilliard Hillman and C. G. Grefenstette, as
Trustees of the 1985 Trust, may be deemed to share voting
and disposition power regarding 1,872,838 shares of Common
Stock held beneficially by the 1985 Trust, Wilmington
Interstate Corporation, and Hillman Medical Ventures 1993
L.P., Hillman Medical Ventures 1994 L.P., Hillman Medical
Ventures 1995 L.P., Hillman Medical Ventures 1996 L.P.
and Hillman Medical Ventures 1997 L.P., whose general
partners are Hillman/Dover Limited Partnership and Cashon
Biomedical Associates L.P. Wilmington Securities, Inc.
is the general partner of Hillman/Dover Limited Partnership.
(ii) As trustees of the 1985 Trust, Henry L. Hillman, Elsie
Hilliard Hillman and C. G. Grefenstette may be deemed to
own beneficially and share voting and disposition power
over 1,872,838 shares of Common Stock.
(iii)Cashon Biomedical Associates L.P., Charles G. Hadley,
Hal S. Broderson and Ronald J. Brenner may be deemed to
own benefically and share voting and disposition power
over 1,590,201 shares of Common Stock.
(c), (d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings of Relationships
With Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Information concerning officers and directors of
reporting persons and certain affiliates thereof.
<PAGE>
SIGNATURES
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.
HILLMAN MEDICAL VENTURES 1993 L.P.,
HILLMAN MEDICAL VENTURES 1994 L.P.,
HILLMAN MEDICAL VENTURES 1995 L.P.,
HILLMAN MEDICAL VENTURES 1996 L.P.,
and HILLMAN MEDICAL VENTURES 1997 L.P.
By Hillman/Dover Limited Partnership,
a General Partner
By Wilmington Securities, Inc., the sole
General Partner
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
By Cashon Biomedical Associates L.P.,
a General Partner
/s/ Charles G. Hadley
By _________________________________________
Charles G. Hadley, General Partner
/s/ Hal S. Broderson
By _________________________________________
Hal S. Broderson, General Partner
/s/ Ronald J. Brenner
By _________________________________________
Ronald J. Brenner, General Partner
HILLMAN/DOVER LIMITED PARTNERSHIP
By Wilmington Securities, Inc.,
the sole General Partner
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
CASHON BIOMEDICAL ASSOCIATES L.P.
/s/ Charles G. Hadley
By _________________________________________
Charles G. Hadley, General Partner
/s/ Hal S. Broderson
By _________________________________________
Hal S. Broderson, General Partner
/s/ Ronald J. Brenner
By _________________________________________
Ronald J. Brenner, General Partner
WILMINGTON INTERSTATE CORPORATION
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
WILMINGTON SECURITIES, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
WILMINGTON INVESTMENTS, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
THE HILLMAN COMPANY
/s/ Lawrence M. Wagner
By _________________________________________
Lawrence M. Wagner, President
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN
& C. G. GREFENSTETTE, TRUSTEES OF THE HENRY
L. HILLMAN TRUST U/A DATED NOVEMBER 18,
1985
/s/ C. G. Grefenstette
By _________________________________________
C. G. Grefenstette, Trustee
/s/ C. G. Grefenstette
____________________________________________
C. G. Grefenstette
/s/ Henry L. Hillman
____________________________________________
Henry L. Hillman
/s/ Elsie Hilliard Hillman
____________________________________________
Elsie Hilliard Hillman
/s/ Charles G. Hadley
____________________________________________
Charles G. Hadley
/s/ Hal S. Broderson
____________________________________________
Hal S. Broderson
/s/ Ronald J. Brenner
____________________________________________
Ronald J. Brenner
EXHIBIT 1
<TABLE>
<CAPTION>
PRINCIPAL OFFICERS AND DIRECTORS OF
THE HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS
Name and Address Title
<S> <C>
Henry L. Hillman Chairman of the Executive Committee
2000 Grant Building and Director
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette Chairman of the Board and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
Lawrence M. Wagner President, Chief Executive Officer
2000 Grant Building and Director
Pittsburgh, Pennsylvania 15219
H. Vaughan Blaxter, III Vice President, Secretary, General
1900 Grant Building Counsel and Director
Pittsburgh, Pennsylvania 15219
Mark J. Laskow Vice President and Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Anthony J. Burlando Vice President - Risk Management
1900 Grant Building
Pittsburgh, Pennsylvania 15219
James R. Philp Vice President - Personnel and
2000 Grant Building Administration
Pittsburgh, Pennsylvania 15219
Richard M. Johnston Vice President - Investments and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
<PAGE>
John W. Hall Vice President - Accounting and
1800 Grant Building Information Services
Pittsburgh, Pennsylvania 15219
Timothy O. Fisher Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Bruce I. Crocker Vice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Denis P. McCarthy Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Timothy P. Hall Vice President
2000 Grant Building
Pittsburgh, PA 15219
Joseph C. Manzinger Vice President
2000 Grant Building
Pittsburgh, PA 15219
Maurice J. White Vice President, Shareholder Services
1800 Grant Building
Pittsburgh, PA 15219
Charles H. Bracken, Jr. Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
D. Richard Roesch Assistant Treasurer
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Michael S. Adamcyk Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Mary Black Strong Assistant Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
<PAGE>
Carol J. Cusick Riley Vice President, Associate General
1900 Grant Building Counsel and Assistant Secretary
Pittsburgh, Pennsylvania 15219
Cornel Conley Controller - Corporate
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Mark M. Poljak Controller - Taxes
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie H. Hillman Director
2000 Grant Building
Pittsburgh, Pennsylvania 15219
William Talbott Hillman Director
2000 Grant Building
Pittsburgh, PA 15219
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON INTERSTATE CORPORATION, ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President and Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President, Treasurer
824 Market Street, Suite 900 and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Charles H. Backen, Jr. Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
<PAGE>
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene Clarke Director
824 Market Street, Suite 900
Wilmington, Delaware 19801
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President and Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
John W. Hall Senior Vice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Charles H. Backen, Jr. Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
<PAGE>
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene Clarke Director
824 Market Street, Suite 900
Wilmington, Delaware 19801
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON SECURITIES, INC., ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Andrew H. McQuarrie Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Lario M. Marini Senior Vice President and Director
Wilmington Trust Center
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Marian F. Dietrich Secretary
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Charles H. Bracken, Jr. Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
<PAGE>
Darlene Clarke Director
824 Market Street, Suite 900
Wilmington, Delaware 19801
GENERAL PARTNERS OF: HILLMAN MEDICAL VENTURES 1993 L.P.,
HILLMAN MEDICAL VENTURES 1994 L.P., HILLMAN MEDICAL VENTURES
1995 L.P., HILLMAN MEDICAL VENTURES 1996 L.P., and HILLMAN
MEDICAL VENTURES 1997 L.P., BOTH OF WHICH WERE ORGANIZED
IN THE U.S.
Hillman/Dover Limited Partnership
824 Market Street, Suite 900
Wilmington, Delaware 19801
Cashon Biomedical Associates L.P.
One Tower Bridge, Suite 1350
100 Front Street
Conshohocken, Pennsylvania 19428
GENERAL PARTNER OF HILLMAN/DOVER LIMITED PARTNERSHIP, WHICH
WAS ORGANIZED IN THE U.S.
Wilmington Securities, Inc.
824 Market Street, Suite 900
Wilmington, Delaware 19801
GENERAL PARTNERS OF CASHON BIOMEDICAL ASSOCIATES L.P.,
ALL OF WHOM ARE U.S. CITIZENS
Charles G. Hadley
One Tower Bridge, Suite 1350
100 Front Street
West Conshohocken, Pennsylvania 19428
Hal S. Broderson
One Tower Bridge, Suite 1350
100 Front Street
West Conshohocken, Pennsylvania 19428
<PAGE>
Ronald J. Brenner
One Tower Bridge, Suite 1350
100 Front Street
West Conshohocken, Pennsylvania 19428
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A TRUST
DATED NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
</TABLE>
