UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTIONS 240.13d-1(b),(c)
AND (d) THERETO FILED PURSUANT TO SECTION 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.
)*
Bioform Medical, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
09065G982
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons 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 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).
Page 1 of 11 Pages
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CUSIP No.
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09065G982
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Page
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2
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of
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11 pages
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1
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NAME OF REPORTING PERSONS
Biotechnology Development Fund II, L.P. (BDF II)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0 shares.
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,978,767 shares.
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares.
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WITH
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8
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SHARED DISPOSITIVE POWER
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2,978,767 shares.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,978,767 shares.
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.4%
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12
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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09065G982
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Page
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3
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of
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11 pages
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1
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NAME OF REPORTING PERSON
BioAsia Management, LLC (BioAsia)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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5
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SOLE VOTING POWER
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NUMBER OF
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0 shares.
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,978,767 shares.*
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares.
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WITH
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8
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SHARED DISPOSITIVE POWER
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2,978,767 shares.*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,978,767 shares.*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.4%
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12
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TYPE OF REPORTING PERSON
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OO
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*Consists of 2,978,767
shares of common stock held by Biotechnology Development Fund II, L.P. (BDF II). BioAsia is the general partner of BDF II. BioAsia disclaims beneficial ownership of the shares held directly by BDF II, except to the extent of its pecuniary interest therein.
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CUSIP No.
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09065G982
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Page
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4
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of
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11 pages
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1
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NAME OF REPORTING PERSON
Frank Kung (Kung)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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67,957 shares.*
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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5,324,915 shares.**
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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67,957 shares.*
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WITH
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8
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SHARED DISPOSITIVE POWER
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5,324,915 shares.**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,392,872 shares.
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.7%
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12
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TYPE OF REPORTING PERSON
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IN
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*Consists of (i) 20,000
shares of common stock held directly by Mr. Kung and (ii) 47,957
shares of common stock held directly by the Kung Family Trust dated 2/8/02 (the Kung Trust), of which Mr. Kung
is the trustee and may be deemed to have sole voting and dispositive power as to those shares
held directly by the Kung Trust. Mr. Kung disclaims beneficial ownership of the shares held
directly by the Kung Trust, except to the extent of his pecuniary interest therein.
**Consists of (i) 2,978,767 shares of common
stock held by BDF II, (ii) 500,000 shares of common stock held by Biotechnology Development
Fund L.P (BDF), (iii) 1,407,544 shares held by Biotechnology
Development Fund IV L.P. (BDF IV), (iv) 412,588 shares held by BioAsia
Crossover Fund L.P. (Crossover), and (v) 26,016 shares held by
Biotechnology Development Fund IV Affiliates L.P. (BDF IV Affiliates).
Mr. Kung is a member of BioAsia, which is the general partner of BDF II,
and may be deemed to have shared voting and dispositive power as to those shares of common stock held directly by BDF II. Mr. Kung is a member of BioAsia Investments LLC, which is the general partner of BDF, and may be deemed to have shared voting and dispositive power as to those shares of common stock held directly by BDF. Mr. Kung is a member of BioAsia Investments IV, LLC, which is the general partner of each of BDF IV, Crossover and BDF IV Affiliates, and may be deemed to have shared
voting and dispositive power as to the shares of common stock held directly by BDF IV, Crossover and BDF IV Affiliates. Mr. Kung disclaims beneficial ownership of the shares held directly by BDF II, BDF, BDF IV, Crossover and BDF IV Affiliates, except to the extent of his pecuniary interest therein.
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CUSIP No.
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09065G982
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Page
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5
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of
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11 pages
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1
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NAME OF REPORTING PERSON
Anselm Leung (Leung)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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112,957 shares.*
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,478,767 shares.**
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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112,957 shares.*
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WITH
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8
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SHARED DISPOSITIVE POWER
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3,478,767 shares.**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,591,724 shares.
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.8%
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12
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TYPE OF REPORTING PERSON
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IN
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*Consists of 112,957
shares held directly by The Leung Family Trust dated 10/30/01 (the Leung Trust), of which Mr. Leung is the trustee and may be deemed to have sole voting and dispositive power as to those shares of common stock held directly by the Leung Trust. Mr. Leung disclaims beneficial ownership of the shares held directly by the Leung Trust, except to the extent of his pecuniary interest therein.
**Consists of (i) 2,978,767 shares of common stock held by BDF II, and (ii) 500,000
shares of common stock held by BDF. Mr. Leung is a member of BioAsia, which is the general partner of BDF II, and may be deemed
to have shared voting and dispositive power as to those shares of common stock held directly by BDF II. Mr. Leung is a member of
BioAsia Investments LLC, which is the general partner of BDF, and may be deemed to have shared voting and dispositive power as to those shares of common stock held directly by BDF. Mr. Leung disclaims beneficial ownership of the shares held directly by BDF II, and BDF, except to the extent of his pecuniary interest therein.
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CUSIP No.
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09065G982
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Page
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6
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of
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11 pages
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1
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NAME OF REPORTING PERSON
Edgar Engleman (Engleman)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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59,964 shares.*
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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5,324,915 shares.**
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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59,964 shares.*
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WITH
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8
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SHARED DISPOSITIVE POWER
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5,324,915 shares.**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,384,879 shares.
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.6%
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12
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TYPE OF REPORTING PERSON
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IN
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*Consists of (i) 20,000
shares of common stock held directly by Mr. Egleman and (ii) 39,964
shares of common stock held directly by the Engleman Family Trust dated 2/13/86
(the Engleman Trust) of
which Mr. Engleman is the trustee and may be deemed to have sole voting power and dispositive power as to those shares of common stock held directly by the Engleman Trust. Mr. Engleman disclaims beneficial ownership of the shares held directly by the Engleman
Trust, except to the extent of his pecuniary interest therein.
**Consists of (i) 2,978,767 shares of common stock held by BDF II, (ii) 500,000 shares of common stock held by BDF, (iii) 1,407,544 shares held by BDF IV, (iv) 412,588 shares held by Crossover, and (v) 26,016 shares held by BDF IV Affiliates. Mr. Engleman is a member of BioAsia, which is the general partner of BDF II, and may be deemed to have shared voting and dispositive power as to those shares of common stock held directly by BDF II. Mr. Engleman is a member
of BioAsia Investments LLC, which is the general partner of BDF, and may be deemed to have
shared voting and dispositive power as to those shares of common stock held directly by BDF.
Mr. Engleman is a member of BioAsia Investments IV, LLC, which is the general partner of
each of BDF IV, Crossover and BDF IV Affiliates, and may be deemed to have shared voting
and dispositive power as to the shares of common stock held directly by BDF IV, Crossover
and BDF IV Affiliates. Mr. Engleman disclaims beneficial ownership of the shares held directly by BDF II, BDF, BDF IV, Crossover and BDF IV Affiliates, except to the extent of his pecuniary interest therein.
Item 1.
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(a)
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Name of Issuer:
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Bioform Medical, Inc.
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(b)
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Address of Issuers Principal Executive Offices:
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1875 South Grant Street
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Suite 110
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San Mateo, California 94402
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Item 2.
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(a)
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Name of Person(s) Filing:
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Biotechnology Development Fund II, L.P., a Delaware limited partnership (BDF II), BioAsia
Management, LLC, a California limited liability company (BioAsia), Frank Kung (Kung), Anselm
Leung (Leung) and Edgar Engleman (Engleman) hereby make this single joint filing statement on
Schedule 13G with respect to certain shares of common stock of Bioform Medical, Inc. (Issuer) as
follows. BDF II, BioAsia, Kung, Leung and Engleman are each sometimes referred to herein as a
Reporting Person and, collectively, referred to as the Reporting Persons.
BioAsia is the general partner of BDF II, and may be deemed to have indirect beneficial
ownership of shares of the Issuer directly owned by BDF. Kung, Leung and Engleman are members of
BioAsia and may be deemed to have indirect beneficial ownership of the shares of Issuer directly
owned by BDF II. Kung, Leung and Engleman are members of BioAsia Investments LLC, which is the
general partner of Biotechnology Development Fund L.P. (BDF), and may be deemed to have indirect
beneficial ownership of the shares of Issuer directly held by BDF. Kung and Engleman are members
of BioAsia Investments IV, LLC, which is the general partner of each of Biotechnology Development
Fund IV L.P. (BDF IV), BioAsia Crossover Fund L.P. (Crossover) and Biotechnology Development
Fund IV Affiliates L.P. (BDF IV Affiliates), and may be deemed to have indirect beneficial
ownership of the shares of Issuer directly held by BDF IV, Crossover and BDF IV Affiliates. Kung
is the trustee of the Kung Family Trust dated 2/08/02 (the Kung Trust) and may be deemed to have
voting and dispositive power over the shares of common stock of the Issuer held directly by the
Kung Trust. Leung is trustee of The Leung Family Trust dated 10/30/01 (the Leung Trust) and may
be deemed to have voting and dispositive power over the shares of common stock of the Issuer held
by the Leung Trust. Engleman is trustee of the Engleman Family Trust dated 2/13/86 (the Engleman
Trust) and may be deemed to have voting and dispositive power over the shares of common stock of
the Issuer held by the Engleman Trust.
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(b)
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Address of Principal Business Office or, if none, Residence:
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The address of each Reporting Person is: 575 High Street, Suite 201, Palo Alto, California
94301
BDF II is a Delaware limited partnership. BioAsia is a California limited liability company.
Kung, Leung, and Engleman are United States citizens.
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(d)
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Title of Class of Securities:
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Common Stock.
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(e)
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CUSIP Number:
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09065G982
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person
filing is a:
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N.A.
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.
The percentages of class listed below are calculated based on 46,225,531 shares of common
stock of the Issuer outstanding as of January 31, 2008 as represented to be outstanding in Issuers
Form 10-Q for the fiscal quarter ended December 31, 2007.
Biotechnology Development Fund II, L.P.
(a)
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Amount Beneficially Owned: 2,978,767 shares.
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(b)
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Percent of Class: 6.4%.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or direct the vote : 0 shares.
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(ii)
|
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Shared power to vote or to direct the vote: 2,978,767 shares.
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(iii)
|
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Sole power to dispose or direct the disposition of: 0 shares.
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(iv)
|
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Shared power to dispose or direct the disposition of: 2,978,767 shares.
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BioAsia Management, LLC
(a)
|
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Amount Beneficially Owned: 2,978,767 shares.
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(b)
|
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Percent of Class: 6.4%.
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(c)
|
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Number of shares as to which the person has:
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(i)
|
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Sole power to vote or direct the vote : 0 shares.
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(ii)
|
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Shared power to vote or to direct the vote: 2,978,767 shares.*
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(iii)
|
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Sole power to dispose or direct the disposition of: 0 shares.
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(iv)
|
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Shared power to dispose or direct the disposition of: 2,978,767 shares.*
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*Consists of 2,978,767 shares of common stock held by BDF II. BioAsia is the general partner of
BDF II. BioAsia disclaims beneficial ownership of the shares held directly by BDF II, except to
the extent of its pecuniary interest therein.
Frank Kung
(a)
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Amount Beneficially Owned: 5,392,872 shares.
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(b)
|
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Percent of Class: 11.7%.
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(c)
|
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Number of shares as to which the person has:
|
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(i)
|
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Sole power to vote or direct the vote : 67,957 shares.*
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|
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(ii)
|
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Shared power to vote or to direct the vote: 5,324,915 shares.**
|
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(iii)
|
|
Sole power to dispose or direct the disposition of: 67,957 shares.*
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|
|
(iv)
|
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Shared power to dispose or direct the disposition of: 5,324,915 shares.**
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*Consists of (i) 20,000 shares of common stock held directly by Mr. Kung and (ii) 47,957 shares of
common stock held directly by the Kung Family Trust dated 2/8/02 (the Kung Trust), of which Mr.
Kung is the trustee and may be deemed to have sole voting and dispositive power as to those shares
held directly by the Kung Trust. Mr. Kung disclaims beneficial ownership of the shares held
directly by the Kung Trust, except to the extent of his pecuniary interest therein.
**Consists of (i) 2,978,767 shares of common stock held by BDF II, (ii) 500,000 shares of common
stock held by BDF, (iii) 1,407,544 shares held by BDF IV, (iv) 412,588 shares held by Crossover,
and (v) 26,016 shares held by BDF IV Affiliates. Mr. Kung is a member of BioAsia, which is the
general partner of BDF II, and may be deemed to have shared voting and dispositive power as to
those shares of common stock held directly by BDF II. Mr. Kung is a member of BioAsia Investments
LLC, which is the general partner of BDF, and may be deemed to have shared voting and dispositive
power as to those shares of common stock held directly by BDF. Mr. Kung is a member of BioAsia
Investments IV, LLC, which is the general partner of each of BDF IV, Crossover and BDF IV
Affiliates, and may be deemed to have shared voting and dispositive power as to the shares of
common stock held directly by BDF IV, Crossover and BDF IV Affiliates. Mr. Kung disclaims
beneficial ownership of the shares held directly by BDF II, BDF, BDF IV, Crossover and BDF IV
Affiliates, except to the extent of his pecuniary interest therein.
Anselm Leung
(a)
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Amount Beneficially Owned: 3,591,724 shares.
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(b)
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Percent of Class: 7.8%.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or direct the vote : 112,957 shares.*
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(ii)
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Shared power to vote or to direct the vote: 3,478,767 shares.**
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(iii)
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Sole power to dispose or direct the disposition of: 112,957 shares.*
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(iv)
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Shared power to dispose or direct the disposition of: 3,478,767 shares.**
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*Consists of 112,957 shares held directly by The Leung Family Trust dated 10/30/01 (the Leung
Trust), of which Mr. Leung is the trustee and may be deemed to have sole voting and dispositive
power as to those shares of common stock held directly by the Leung Trust. Mr. Leung disclaims
beneficial ownership of the shares held directly by the Leung Trust, except to the extent of his
pecuniary interest therein.
**Consists of (i) 2,978,767 shares of common stock held by BDF II, and (ii) 500,000 shares of
common stock held by BDF. Mr. Leung is a member of BioAsia, which is the general partner of BDF
II, and may be deemed to have shared voting and dispositive power as to those shares of common
stock held directly by BDF II. Mr. Leung is a member of BioAsia Investments LLC, which is the
general partner of BDF, and may be deemed to have shared voting and dispositive power as to those
shares of common stock held directly by BDF. Mr. Leung disclaims beneficial ownership of the
shares held directly by BDF II, and BDF, except to the extent of his pecuniary interest therein.
Edgar Engleman
(a)
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Amount Beneficially Owned: 5,384,879 shares.
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(b)
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Percent of Class: 11.6%.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or direct the vote : 59,964 shares.*
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(ii)
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Shared power to vote or to direct the vote: 5,324,915 shares.**
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(iii)
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Sole power to dispose or direct the disposition of: 59,964 shares.*
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(iv)
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Shared power to dispose or direct the disposition of: 5,324,915 shares.**
|
*Consists of (i) 20,000 shares of common stock held directly by Mr. Egleman and (ii) 39,964 shares
of common stock held directly by the Engleman Family Trust dated 2/13/86 (the Engleman Trust) of
which Mr. Engleman is the trustee and may be deemed to have sole voting power and dispositive power
as to those shares of common stock held directly by the Engleman Trust. Mr. Engleman disclaims
beneficial ownership of the shares held directly by the Engleman Trust, except to the extent of his
pecuniary interest therein.
**Consists of (i) 2,978,767 shares of common stock held by BDF II, (ii) 500,000 shares of common
stock held by BDF, (iii) 1,407,544 shares held by BDF IV, (iv) 412,588 shares held by Crossover,
and (v) 26,016 shares held by BDF IV Affiliates. Mr. Engleman is a member of BioAsia, which is
the general partner of BDF II, and may be deemed to have shared voting and dispositive power as to
those shares of common stock held directly by BDF II. Mr. Engleman is a member of BioAsia
Investments LLC, which is the general partner of BDF, and may be deemed to have shared voting and
dispositive power as to those shares of common stock held directly by BDF. Mr. Engleman is a
member of BioAsia Investments IV, LLC, which is the general partner of each of BDF IV, Crossover
and BDF IV Affiliates, and may be deemed to have shared voting and dispositive power as to the
shares of common stock held directly by BDF IV, Crossover and BDF IV Affiliates. Mr. Engleman
disclaims beneficial ownership of the shares held directly by BDF II, BDF, BDF IV, Crossover and
BDF IV Affiliates, except to the extent of his pecuniary interest therein.
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Item 5.
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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 (5%) of the class of
securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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N.A.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
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N.A.
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Item 8.
|
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Identification and Classification of Members of the Group.
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N.A.
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Item 9.
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Notice of Dissolution of Group.
|
N.A.
N.A.
Page 10 of 11 pages
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.
Date: February 14, 2008
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BioAsia Management, LLC
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By:
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/s/ Frank Kung
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Frank Kung, Member
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Biotechnology Development Fund II, L.P.,
|
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By: BioAsia Management, LLC
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Its: General Partner
|
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By:
|
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/s/ Frank Kung
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Frank Kung, Member
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/s/ Frank Kung
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Frank Kung
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/s/ Anselm Leung
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Anselm Leung
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/s/ Edgar Engleman
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Edgar Engleman
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ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 100
Exhibit 99.1
Pursuant to Rule 13d-l(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of
the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended,
the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of
each of them.
Dated: February 14, 2008
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BioAsia Management, LLC
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By:
|
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/s/ Frank Kung
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Frank Kung, Member
|
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Biotechnology Development Fund II, L.P.,
|
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|
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By: BioAsia Management, LLC
|
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|
|
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Its: General Partner
|
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|
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By:
|
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/s/ Frank Kung
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Frank Kung, Member
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/s/ Frank Kung
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Frank Kung
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/s/ Anselm Leung
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Anselm Leung
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/s/ Edgar Engleman
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Edgar Engleman
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