SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
(Amendment 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Biotime Inc.
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(Name of Issuer)
Common Shares, no par value
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(Title of Class of Securities)
09066L105
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(CUSIP Number)
Neal C. Bradsher
767 Fifth Avenue, 50th Floor
New York, New York 10153
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 2, 2005
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(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 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).
CUSIP No. 09066L105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Broadwood Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, AF
5. CHECK BOX 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,294,571
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,294,571
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,294,571
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 09066L105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Broadwood Capital, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,294,571
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,294,571
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,294,571
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 09066L105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Neal C. Bradsher
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, AF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
42,908
8. SHARED VOTING POWER
1,294,571
9. SOLE DISPOSITIVE POWER
42,908
10. SHARED DISPOSITIVE POWER
1,294,571
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,479
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 09066L105
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Item 1. Security and Issuer.
Biotime Inc., Common Shares, no par value (the "Shares")
Biotime Inc.
935 Pardee Street
Berkeley, California 94710
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Item 2. Identity and Background.
(a-c,f) This amendment to Schedule 13D is being filed by Broadwood Partners,
L.P. ("Broadwood Partners"), Broadwood Capital, Inc. ("Broadwood Capital"), the
general partner of Broadwood Partners and Neal C. Bradsher, the President of
Broadwood Capital (each of Broadwood Partners, Broadwood Capital and Neal C.
Bradsher may be referred to herein as a "Reporting Person" and collectively may
be referred to as "Reporting Persons").
Broadwood Partners is a Delaware limited partnership with its principal business
address at 767 Fifth Avenue, 50th Floor, New York, New York 10153. Broadwood
Capital is a New York corporation with its principal business address at 767
Fifth Avenue, 50th Floor, New York, New York 10153. Neal C. Bradsher is a United
States citizen whose principal business address is c/o Broadwood Capital, Inc.,
767 Fifth Avenue, 50th Floor, New York, New York 10153.
The Shares reported herein are held in the name of the Broadwood Partners and
Neal C. Bradsher.
(d) None of the Reporting Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof Broadwood Partners may be deemed to beneficially own
1,294,571 Shares.
As of the date hereof Broadwood Capital may be deemed to beneficially own
1,294,571 Shares.
As of the date hereof Neal C. Bradsher may be deemed to beneficially own
1,337,479 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
The Reporting Persons have acquired their Shares of the Issuer for investment.
The Reporting Persons have no plans or proposals as of the date of this filing
which, other than as expressly set forth below, would relate to or would result
in: (a) any extraordinary corporate transaction involving the Issuer; (b) any
change in the present Board of Directors or management of the Issuer; (c) any
material change in the present capitalization or dividend policy of the Issuer;
(d) any material change in the operating policies or corporate structure of the
Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the
Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer
quotation system; or (g) causing the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934.
The Reporting Persons, however, reserve the right, at a later date, to effect
one or more of such changes or transactions in the number of share they may be
deemed to beneficially own.
The Reporting Persons have been and may continue to be in contact with members
of the Issuer's management, the Issuer's Board of Directors, other significant
shareholders and others regarding alternatives that the Issuer could employ to
maximize shareholder value.
The Reporting Persons further reserve the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose should it
determine to do so, and/or to recommend courses of action to management and the
shareholders of the Issuer.
The Reporting Persons have no plan or proposal which relates to, or would result
in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, Broadwood Partners may be deemed to be the
beneficial owner of 1,294,571 Shares, constituting 7.1% of the Shares of the
Issuer, based upon the 18,206,680 Shares deemed outstanding as of August 11,
2005.
Broadwood Partners has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 1,294,571 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 1,294,571 Shares.
Broadwood Partners specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Broadwood Capital may be deemed to be the
beneficial owner of 1,294,571 Shares, constituting 7.1% of the Shares of the
Issuer, based upon the 18,206,680 Shares deemed outstanding as of August 11,
2005.
Broadwood Capital has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 1,294,571 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 1,294,571 Shares.
Broadwood Capital specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Neal C. Bradsher may be deemed to be the
beneficial owner of 1,337,479 Shares, constituting 7.3% of the Shares of the
Issuer, based upon the 18,212,230 Shares deemed outstanding as of August 11,
2005.
Neal C. Bradsher has the sole power to vote or direct the vote of 42,908
Shares; has the shared power to vote or direct the vote of 1,294,571 Shares; has
sole power to dispose or direct the disposition of 42,908 Shares; and has shared
power to dispose or direct the disposition of 1,294,571 Shares.
Neal C. Bradsher specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by the Reporting
Persons are set forth in Exhibits B and C.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On September 2, 2005, the Issuer filed a Registration Statement on Form
S-2 relating to a proposed rights offering. Broadwood Partners, LP has agreed to
act as a guarantor of the offering and has agreed, in conjunction with the other
guarantors, to purchase untis that remain unsold at the conclusion of the rights
offer.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
Exhibit C: Issuer's Registration Statement on Form S-2 (filed with the
Commission on September 2, 2005 (incorporated by reference).
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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.
Broadwood Partners, L.P.
By: Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
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Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
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/s/ Neal C. Bradsher
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Neal C. Bradsher
September 9, 2005
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this amendment to Schedule 13D dated September 9,
2005 relating to the Common Shares, no par value of Biotime Inc. shall be filed
on behalf of the undersigned.
Broadwood Partners, L.P.
By: Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
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Broadwood Capital, Inc.
By: Neal C. Bradsher, President
By: /s/ Neal C. Bradsher
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/s/ Neal C. Bradsher
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Neal C. Bradsher
September 9, 2005
Exhibit B
TRANSACTIONS IN THE SHARES
None.
TRANSACTIONS IN THE WARRANTS WHICH ARE EXERCISABLE INTO THE SHARES
TRANSACTIONS BY BROADWOOD PARTNERS
Date of Number of Warrants
Transaction Purchase/(Sold) Price of Warrants
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8/1/04 (76,923) Warrants expired prior to exercise
22056.0001 #600020