Biotime Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
10 Settembre 2008 - 11:11PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 5)
|
BIOTIME
INC.
|
|
(Name
of Issuer)
|
|
Common
Shares, no par value
|
|
09066L105
|
|
(Title
of class of securities)
|
|
(CUSIP
number)
|
Steven
Bayern
26 West
Broadway #1004
Long
Beach, NY 11561
(516)
431-2121
|
(Name,
address and telephone number of person authorized to receive notices and
communications)
|
September
2, 2008
|
(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
£
.
Note:
When filing
this statement in paper format, six copies of this statement, including
exhibits, should be filed with the Commission.
See
Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued
on following page(s))
(Page 1
of 12 Pages)
|
CUSIP
No. 09066L105
|
13D
|
Page
2 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: Cyndel & Co., Inc.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: ____________**
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
S
(b)
£
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS: WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
£
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: New
York
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
169,227
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
169,227
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
|
169,227
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
0.7%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
CO
|
|
CUSIP
No. 09066L105
|
13D
|
Page
3 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: Steven Bayern.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: **
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
S
(b)
£
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS: PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
£
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
991,721
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
991,721
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
|
991,721
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
4.1%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
IN
|
|
CUSIP
No. 09066L105
|
13D
|
Page
4 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: Cynthia Bayern.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: **
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
S
(b)
£
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS: PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
£
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
379,300
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
379,300
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:3
|
379,300
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
1.6%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
IN
|
|
CUSIP
No. 09066L105
|
13D
|
Page
5 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: Patrick Kolenick.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON:
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
S
(b)
£
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS: PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
£
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
435,100
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
604,327
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
435,100
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
604,327
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
|
1,039,427
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
4.3%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
IN
|
|
CUSIP
No. 09066L105
|
13D
|
Page
6 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSON: Huntington Laurel Partnership
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON:
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
S
(b)
£
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS: WC, AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
£
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: New
York
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
443,194
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
443,194
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON: 443,194
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):.
|
1.9%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
PN
|
This
Amendment No. 5 (“Amendment No. 5”) amends and supplements the Statement on
Schedule 13D dated December 26, 2005, as amended by Amendment No. 1 dated April
18, 2006, Amendment No. 2 dated July 19, 2006, Amendment No. 3 dated August 3,
2006, and Amendment No. 4 dated February 20, 2007 (the “Statement”)) relating to
the common shares, no par value (the “Shares”), of BioTime Inc., a California
corporation (the “Company”), and is filed by and on behalf of the undersigned
reporting persons (collectively, the “Reporting Persons”). Unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings previously ascribed to them in the previous filing of the
Statement.
|
ITEM
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
|
The
information on each Reporting Person’s respective cover sheet and presented in
response to Item 6 is incorporated by reference herein.
|
ITEM
4.
|
PURPOSE
OF TRANSACTION
|
The
information presented in response to Item 6 is incorporated by reference
herein.
|
ITEM
5.
|
INTEREST
IN SECURITIES OF THE ISSUER
|
(a) As
of the date of this statement, each of the Reporting Persons beneficially owned
the Shares and the percentage of the outstanding Shares of the Company shown on
their respective cover page, which information is incorporated by reference
herein by such Reporting Person. The percentages are based upon the
number of shares shown as outstanding on the Company’s annual report on Form
10-Q for the three months ended June 30, 2008.
(b) As
of the date of this statement, each of the Reporting Persons had the sole or
shared power to vote or direct the vote, and the shared power to dispose or to
direct the disposition of the Shares shown on their respective cover page, which
information is incorporated by reference herein by such
person. Steven Bayern and Cynthia Bayern are deemed to share voting
and investment power with respect to the Share and Warrants they individually
own. Cynthia Bayern is not deemed to share voting or investment power
with respect to Shares and Warrants held by Cyndel or by Huntington Laurel
partnership even though Steven Bayern shares voting and investment power with
respect to those Shares and Warrants with Patrick Kolenik. Steven
Bayern and Cynthia Bayern disclaim beneficial ownership of the Shares owned by
Mr. Kolenik. Patrick Kolenik disclaims beneficial ownership of the
Shares owned by Steven Bayern and Cynthia Bayern.
(c) Schedule
I shows information concerning sales of Shares and Warrants of the Company by
the Reporting Persons since the filing of Amendment No. 4. The sales
reported on Schedule I were made through open market
transactions. Other information concerning transactions by the
Reporting Persons since the filing of Amendment No. 4 is set forth in Item
6.
(d) No
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares reported
in this Statement.
(e) Not
applicable.
|
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
|
On April
9, 2008, Steven Bayern entered into a Consulting Agreement with the Company,
under which Mr. Bayern provides financial relations services. The
Company granted Mr. Bayern an option to purchase 250,000 Shares at exercise
prices shown in the table below. The option will not be exercisable
except to the extent it has vested. The option will vest, and thereby
become exercisable, in installments, in the number of shares, and on the dates
shown in following table:
|
Number of Option
Shares
|
Exercise Price Per
Share
|
Vesting
Date
|
|
75,000
|
$1.00
|
April
9, 2008
|
|
50,000
|
$1.25
|
December
1, 2008
|
|
50,000
|
$1.50
|
March
1, 2009
|
|
75,000
|
$2.00
|
June 1, 2009
|
Only the
vested portion of the option is included in the Shares shown in this Report as
beneficially owned by Mr. Bayern.
The
option will vest only if Mr. Bayern is still engaged as a consultant on the
vesting date. If the Company terminates the consulting agreement
after September 1, 2008 and the termination date is not a vesting date, the
option will vest as to a portion of the shares that would have vested on the
next vesting date, based upon the number of days elapsed since September 1,
2008, with respect to the portion of the option scheduled to vest on December 1,
2008, or based upon the number of days elapsed since the previous vesting date
in all other cases. The option expires at 5:00 p.m., California time,
on August 31, 2011 and will not be exercisable after that time.
The
Company will pay Mr. Bayern a fee of $5,000 per month commencing September 1,
2008 if the consulting agreement remains in effect. Either the
Company or Mr. Bayern may elect to terminate the consulting agreement at any
time upon written notice. Otherwise, the consulting agreement will
terminate on August 31, 2009, or upon his death or disability.
SIGNATURES
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information contained in this Statement is true,
complete and correct.
Dated: September
3, 2008
|
|
|
|
Steven
Bayern
|
|
|
|
|
|
|
|
|
Cynthia
Bayern
|
|
|
|
|
|
|
|
|
Patrick
Kolenik
|
|
|
|
|
|
|
|
|
Cyndel
& Co., Inc.
|
|
|
By:
|
|
|
|
|
Patrick
Kolenik, President
|
|
Huntington
Laurel Partnership
|
By:
|
Huntington
Laurel Capital Management LLC
|
|
|
General
Partner
|
|
|
By:
|
|
|
|
|
|
Steven
Bayern,
|
|
|
|
|
Member
|
|
|
|
By:
|
|
|
|
|
|
Patrick
Kolenik
|
|
|
|
|
Member
|
|
SCHEDULE
I
Common
Shares Sold
|
Seller
|
|
Date
|
|
Number of
Shares
|
|
Price Per
Share
|
|
Cynthia
Bayern
|
|
May
3, 2007
|
|
16,500
|
|
$0.70
|
|
Cynthia
Bayern
|
|
May
4, 2007
|
|
2,500
|
|
$0.70
|
|
Cynthia
Bayern
|
|
May
7, 2007
|
|
7,500
|
|
$0.65
|
|
Cynthia
Bayern
|
|
August
4, 2008
|
|
2,500
|
|
$0.85
|
|
Cynthia
Bayern
|
|
August
5, 2008
|
|
7,500
|
|
$0.80
|
|
Cynthia
Bayern
|
|
August
6, 2008
|
|
30,000
|
|
$0.89
|
|
Steven
Bayern
|
|
August
28, 2008
|
|
80,000
|
|
$1.376
|
|
Steven
Bayern
|
|
August
29, 2008
|
|
5,000
|
|
$1.58
|
|
Steven
Bayern
|
|
August
29, 2008
|
|
5,000
|
|
$1.60
|
|
Steven
Bayern
|
|
August
29, 2008
|
|
5,000
|
|
$1.68
|
|
Steven
Bayern
|
|
August
29, 2008
|
|
5,000
|
|
$1.72
|
|
Steven
Bayern
|
|
August
29, 2008
|
|
5,000
|
|
$1.75
|
|
Steven
Bayern
|
|
August
29, 2008
|
|
5,000
|
|
$1.79
|
|
Steven
Bayern
|
|
August
29, 2008
|
|
5,000
|
|
$1.78
|
|
Steven
Bayern
|
|
August
29, 2008
|
|
5,000
|
|
$1.75
|
|
Steven
Bayern
|
|
August
29, 2008
|
|
5,000
|
|
$1.79
|
|
Steven
Bayern
|
|
September
2, 2008
|
|
3,000
|
|
$1.79
|
|
Cyndel
& Co.
|
|
August
29, 2008
|
|
6,249
|
|
$1.44
|
|
Cyndel
& Co.
|
|
August
29, 2008
|
|
5,000
|
|
$1.46
|
|
Cyndel
& Co.
|
|
August
29, 2008
|
|
5,000
|
|
$1.58
|
|
Cyndel
& Co.
|
|
August
29, 2008
|
|
5,000
|
|
$1.50
|
|
Cyndel
& Co.
|
|
August
29, 2008
|
|
5,000
|
|
$1.53
|
|
Cyndel
& Co.
|
|
August
29, 2008
|
|
5,000
|
|
$1.64
|
|
Cyndel
& Co.
|
|
August
29, 2008
|
|
5,000
|
|
$1.73
|
|
Cyndel
& Co.
|
|
August
29, 2008
|
|
4,400
|
|
$1.70
|
|
Cyndel
& Co.
|
|
August
29, 2008
|
|
5,600
|
|
$1.72
|
|
Cyndel
& Co.
|
|
September
2, 2008
|
|
25,000
|
|
$1.82
|
Warrants
Sold
|
Seller
|
|
Date
|
|
Number of
Warrants
|
|
Price Per
Warrant
|
|
Cynthia
Bayern
|
|
May
3, 2007
|
|
10,000
|
|
$0.20
|
|
Cynthia
Bayern
|
|
May
7, 2007
|
|
7,000
|
|
$0.16
|
|
Cynthia
Bayern
|
|
May
8, 2007
|
|
8,000
|
|
$0.16
|
|
Cynthia
Bayern
|
|
May
29, 2007
|
|
5,000
|
|
$0.20
|
|
Steven
Bayern
|
|
October
23, 2007
|
|
5,000
|
|
$0.10
|
|
Cynthia
Bayern
|
|
August
28, 2008
|
|
5,300
|
|
$0.25
|
|
Steven
Bayern
|
|
August
28, 2008
|
|
25,000
|
|
$0.25
|
|
Cynthia
Bayern
|
|
August
29, 2008
|
|
8,900
|
|
$0.34
|
|
Cynthia
Bayern
|
|
August
29, 2008
|
|
3,500
|
|
$0.40
|
The
Shares shown as having been sold by Cynthia Bayern were owned by her in a
partnership with an unaffiliated third party. That partnership no
longer owns any Shares.
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