- Amended Statement of Beneficial Ownership (SC 13D/A)
January 07 2009 - 3:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)
1
Neurobiological
Technologies, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
64124W304
(CUSIP
Number)
Samuel
L. Schwerin
Millennium
Technology Value Partners
747
Third Avenue, 38
th
Floor
New
York, NY
(646)
521-7800
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January
6, 2009
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box
x
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to
be sent.
_______________
1
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.
CUSIP NO.
64124W304
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
CUSIP NO.
64124W304
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
CUSIP NO.
64124W304
The
following constitutes Amendment No. 1 to the Schedule 13G filed by the
undersigned on November 8, 2007 (“Amendment No. 1”). This Amendment
No. 1 amends the Schedule 13G as specifically set forth herein.
ITEM
2. Identity and Background.
(a) Name:
Samuel L. Schwerin and Daniel Burstein
(b)
Residence or business address: Millennium Technology Value Partners, 747 Third
Avenue, 38
th
Floor,
New York, NY
(c)
Samuel L. Schwerin and Daniel Burstein are each Managing Partners of Millennium
Technology Value Partners
(d)
None
(e)
None
(f)
Citizenship: United States
ITEM
3. Source and Amount of Funds or Other
Consideration.
Working
capital (except for the 110,909 shares of common stock of the Issuer over which
Samuel L. Schwerin has sole voting power, which were acquired using personal
funds).
ITEM
4. Purpose of Transaction.
On
January 6, 2009, in the context of the failure of the clinical trial for
Viprinex, the Issuer's primary asset, Millennium Technology Value Partners
delivered a letter urging the Issuer to take immediate and decisive action to
monetize the remaining value of the Issuer's assets for the benefit of its
shareholders. The letter details Millennium's belief that the only
remaining course of action for the Issuer's management and board to pursue is
the immediate dissolution and liquidation of the company. Millennium
has communicated to management that such dissolution should take the form of an
immediate distribution of cash to shareholders, followed by an efficient and
timely monetization of remaining assets in a manner designed to maximize
proceeds to shareholders. Millennium's letter further suggests that
during nearly a dozen conversations between management of the Issuer and
Millennium over the past year, management made assurances to Millennium that
contingency liquidation plans had been developed in the event of failed Viprinex
trials. Millennium expressed its strong belief that these plans should be
implemented immediately and that there is no need, nor reason, to waste time or
shareholder resources on advisors or to delay the liquidation process in order
to explore risky alternative strategies, courses that Millennium believes are
likely to result in further diminution of value for all
shareholders.
ITEM
5. Interest in Securities of the Issuer.
(a)
Samuel L. Schwerin beneficially owns 2,080,789 shares of common stock of the
Issuer and Daniel Burstein beneficially owns 1,969,880 shares of common stock of
the Issuer which represents approximately 7.7% and 7.3%, respectively, of the
total number of the Issuer’s outstanding shares of common stock as reported in
the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30,
2008.
(b)
Samuel L. Schwerin and Daniel Burstein have shared control of the entity
indirectly controlling each of Millennium Technology Value Partners (RCM), L.P.,
a Delaware limited partnership (“Millennium RCM LP”) and Millennium Technology
Value Partners, L.P., a Delaware limited partnership (“Millennium LP”).
Therefore, each of Samuel L. Schwerin and Daniel Burstein have shared
dispositive and voting power with respect to, and are the beneficial owners of,
an aggregate of 1,969,880 shares of the common stock of the Issuer, including
991,259 shares of common stock owned directly by Millennium RCM LP and 978,621
shares of common stock owned directly by Millennium LP. In addition, Samuel L.
Schwerin is the direct beneficial owner of 110,909 shares of common stock of the
Issuer, for which he has sole dispositive and voting power.
ITEM
6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
None.
ITEM
7.
|
Material
to be filed as Exhibits.
|
Item 7 is
hereby amended to add the following exhibit:
Exhibit
99.1: Joint Filing Agreement on behalf of the Reporting
Persons.
CUSIP NO.
64124W304
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.
Dated: January
7, 2009
|
|
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SAMUEL
L. SCHWERIN
|
|
|
By:
|
/s/
Samuel L. Schwerin
|
|
|
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Samuel
L. Schwerin
|
|
|
|
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DANIEL
BURSTEIN
|
|
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By:
|
/s/
Daniel
Burstein
|
|
|
|
Daniel
Burstein
|
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