formsc13da.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 19)
 
BIOTIME INC.
(Name of Issuer)
Common Shares, no par value
  
09066L105
(Title of class of securities)
  
(CUSIP number)
 
Alfred D. Kingsley
Greenway Partners, L.P.
150 E. 57th Street
 New York, New York  10022
 
(212) 355-6800
(Name, address and telephone number of person authorized to receive notices and communications)
 
March 31, 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   o.
 
 
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 13 Pages)
 
 
 
 
 
CUSIP No. 09066L105
13D
Page 2 of 13 Pages

1
NAME OF REPORTING PERSON:  GREENBELT CORP.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:  13-3791931
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS:  00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER
2,351,330
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
0
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
2,351,330
PERSON WITH
10
SHARED DISPOSITIVE POWER:
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
 
REPORTING PERSON:
2,351,330
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.9%
14
TYPE OF REPORTING PERSON:
CO
  
 
 
 
 

CUSIP No. 09066L105
13D
Page 3 of 13 Pages

1
NAME OF REPORTING PERSON:  GREENWAY PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:  13-3714238
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS:  WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER:
1,036,063
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
0
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
1,036,063
PERSON
WITH
10
SHARED DISPOSITIVE POWER:
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
 
REPORTING PERSON:
1,036,063
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.3%
14
TYPE OF REPORTING PERSON:
PN
  
 
 
 
 

CUSIP No. 09066L105
13D
Page 4 of 13 Pages

1
NAME OF REPORTING PERSON:  GREENHOUSE PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:  13-3793447
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS:   WC, AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
1,036,063
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON
WITH
10
SHARED DISPOSITIVE POWER:
 
1,036,063
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
1,036,063
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.3%
14
TYPE OF REPORTING PERSON:
PN
  
 
 
 
 

CUSIP No. 09066L105
13D
Page 5 of 13 Pages

1
NAME OF REPORTING PERSON:  GREENBROOK VALLEY LLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS:   WC, AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
1,036,063
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON
WITH
10
SHARED DISPOSITIVE POWER:
 
1,036,063
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
1,036,063
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.3%
14
TYPE OF REPORTING PERSON:
OO
  
 
 
 
 

CUSIP No. 09066L105
13D
Page 6 of 13 Pages

1
NAME OF REPORTING PERSON:  GREENMINT LLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS:   WC, AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
1,036,063
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON
WITH
10
SHARED DISPOSITIVE POWER:
 
1,036,063
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
1,036,063
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.3%
14
TYPE OF REPORTING PERSON:
OO
  
 
 
 
 

CUSIP No. 09066L105
13D
Page 7 of 13 Pages

1
NAME OF REPORTING PERSON:  ALFRED D. KINGSLEY
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS:  PF, AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  United States
NUMBER OF
SHARES
7
SOLE VOTING POWER:
7,040,211
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
3,387,393
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
7,040,211
PERSON
WITH
10
SHARED DISPOSITIVE POWER:
 
3,387,393
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
 
REPORTING PERSON:
10,427,604
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
39.3%
14
TYPE OF REPORTING PERSON:
IN
  


 
 
 

CUSIP No. 09066L105
13D
Page 8 of 13 Pages

1
NAME OF REPORTING PERSON:  GARY K. DUBERSTEIN
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) x
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS:  PF, AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  United States
NUMBER OF
SHARES
7
SOLE VOTING POWER:
12,936
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
3,387,393
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
12,936
PERSON
WITH
10
SHARED DISPOSITIVE POWER:
 
3,387,393
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
 
REPORTING PERSON:
3,400,329
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14.1%
14
TYPE OF REPORTING PERSON:
IN
  

 
 
 
 
This Amendment No. 19 (“Amendment No. 18”) amends and supplements the Statement on Schedule 13D (as amended by Amendment No. 1, dated May 14, 1998, Amendment No. 2, dated August 18, 2000, Amendment No. 3, dated December 8, 2000, Amendment No. 4, dated March 30, 2001, Amendment No. 5, dated August 31, 2001, Amendment No. 6, dated April 1, 2002, Amendment No. 7 dated April 17, 2002, Amendment No. 8 dated May 31, 2002, Amendment No. 9 dated July 3, 2002, Amendment No. 10 dated December 3, 2002, Amendment No. 11 dated April 25, 2003, Amendment No. 12 dated October 2, 2003, Amendment No. 13 dated January 26, 2004, Amendment No. 14 dated February 2, 2004, Amendment No. 15 dated September 12, 2005, Amendment No. 16 dated December 27, 2005, Amendment No. 17, dated May 16, 2006, and Amendment No. 18 dated October 18, 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 Greenbelt Corp. (“Greenbelt”), Greenway Partners, L.P. (“Greenway”), Greenhouse Partners, L.P. (“Greenhouse”), Greenbrook Valley LLC (“Greenbrook”), Greenmint LLC (“Greenmint”), Alfred D. Kingsley and Gary K. Duberstein (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 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-KSB for the year ended December 31, 2007, plus 110,000 Shares issuable to Mr. Kingsley and Greenway under the Third Amended Credit Agreement (as defined below), and 300,000 Shares issuable to Greenbelt under the most recent amendment of the Greenbelt Agreement.

The Reporting Persons may be deemed to have direct beneficial ownership of Shares as set forth in the following table.  In such table, pursuant to Rule 13d-3, (a) the shares issuable upon the exercise of the warrants owned by Greenbelt are deemed outstanding for determining the percentage ownership of Shares by Greenbelt, (b) the shares issuable upon the exercise of the warrants owned by Greenway are deemed outstanding for determining the percentage ownership of Shares by Greenway, (c) the shares issuable upon the exercise of the warrants owned by Mr. Kingsley are deemed outstanding for determining the percentage ownership of Shares by Mr. Kingsley, who is the direct beneficial owner thereof, and (d) the shares issuable upon the exercise of the warrants owned by Mr. Duberstein are deemed outstanding for determining the percentage ownership of Shares by Mr. Duberstein, who is the direct beneficial owner thereof.

 
Page 9 of 13
 

Name
  
Number of Shares
  
Approximate Percentage
of Outstanding Shares
Greenbelt
  
2,351,330
  
9.9%
Greenway
  
1,036,063
  
4.3%
Kingsley
  
7,040,211
  
27.4%
Duberstein
  
12,936
  
0.06%

Greenbelt has direct beneficial ownership of 2,351,330 Shares.  Each of Messrs. Kingsley and Duberstein, as executive officers and directors of Greenbelt, may be deemed to beneficially own the Shares that Greenbelt beneficially owns.  Each of Messrs. Kingsley and Duberstein disclaims beneficial ownership of such Shares for all other purposes.

Greenway has direct beneficial ownership of 1,036,063 Shares.  Greenhouse, as the general partner of Greenway, may be deemed to own beneficially (as that term is defined in Rule 13d-3) Shares which Greenway may be deemed to possess direct beneficial ownership.  Each of Messrs. Kingsley and Duberstein, through their ability to control Greenhouse, may be deemed to beneficially own Shares which Greenhouse may be deemed to beneficially own.

(b)           If Greenbelt were to exercise in full the warrants it owns, which are all presently exercisable, it would have the sole power to vote or direct the vote of 2,351,330 Shares, and the sole power to dispose or direct the disposition of such Shares.  Each of Messrs. Kingsley and Duberstein, as executive officers and directors of Greenbelt, may be deemed to share with Greenbelt the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares and to beneficially own the Shares that Greenbelt beneficially owns.  Each of Messrs. Kingsley and Duberstein disclaims beneficial ownership of such Shares for all other purposes.

If Greenway were to exercise in full the warrants it owns, which are all presently exercisable, it would have the sole power to vote or direct the vote of 1,036,063 Shares and the sole power to dispose or direct the disposition of such Shares.  Greenhouse, as the general partner of Greenway, may be deemed to own beneficially (as that term is defined in Rule 13d-3) Shares which Greenway may be deemed to possess direct beneficial ownership.  Each of Messrs. Kingsley and Duberstein, through their ability to control Greenhouse, to may be deemed to share with Greenway the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares and to beneficially own the Shares which Greenhouse may be deemed to beneficially own.

If Mr. Kingsley were to exercise in full the warrants he holds, which are all presently exercisable, he would have the sole power to vote or direct the vote of 7,040,211 Shares and the sole power to dispose or direct the disposition of such Shares.

 
Page 10 of 13
 

If Mr. Duberstein were to exercise in full the warrants he holds, which are all presently exercisable, he would have has the sole power to vote or direct the vote of 12,936 Shares and the sole power to dispose or direct the disposition of such Shares.

(c)           Information concerning transactions in the Shares by the Reporting Persons since the filing of Amendment No. 18 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 March 31, 2008, BioTimes entered into a Third Amended and Restated Revolving Line of Credit Agreement (the “Third Amended Credit Agreement”) with Alfred D. Kingsley and certain other lenders that increases the amount of BioTime’s line of credit to $2,500,000 and extends the maturity date of the line of credit.  Loans under the line of credit will bear interest at 12% per annum. The credit line will expire, and any funds borrowed must be repaid, on the earlier of November 15, 2008 or when BioTime receives $4,000,000 in new funding through the sale of capital stock, the receipt of licensing and similar fees in excess of $2,500,000, from other borrowing, or any combination of those sources.  Under the Third Amended Credit Agreement, BioTime will prepay, and the credit line will be reduced by, any funds received prior to the maturity date from those sources.  In consideration for making the increased line of credit available and extending the maturity date, BioTime will issue to the lenders up to a total of 500,000 common shares.  The line of credit is collateralized by a security interest in BioTime’s right to receive royalty and other payments under its license agreement with Hospira, Inc.  Mr. Kingsley previously agreed to lend BioTime up to $250,000, and he will receive 50,000 Shares for agreeing to extend the maturity date of his loan under the Third Amended Credit Agreement.  The 50,000 Shares are in addition to Shares previously issued to Mr. Kingsley under the Credit Agreement dated April 12, 2006.  Greenway has agreed to lend BioTime up to $300,000 under the Third Amended Credit Agreement and will receive 60,000 Shares for that loan commitment.  Greenway was not previously a lender under the Credit Agreement.

As of March 31, 2008, BioTime owed Mr. Kingsley $250,000 plus accrued interest under the April 12, 2006 Credit Agreement, as amended.  That loan will be governed by the terms of the Third Amended Credit Agreement.

On March 31, 2008, Greenbelt entered into an amendment to the Financial Adviser Agreement with BioTime, renewing that agreement through December 31, 2008.  Under the amendment, BioTime will pay Greenbelt a fee of $135,000 in cash and 300,000 Shares.  The Shares shall be issued as follows: 150,000 shares on April 1, 2008, and 75,000 shares on October 1, 2008, and January 2, 2009.  The Shares shown in this Statement as beneficially owned by Greenbelt and the other Reporting Persons in this Statement include all 300,000 Shares that may be issued to Greenbelt under the amendment.

 
Page 11 of 13
 

The cash fee will be payable in three equal installments of $45,000 each on July 1, 2008, October 1, 2008, and January 2, 2009.  BioTime may elect to defer until January 2, 2009 the cash payments due on July 1, 2008 and October 1, 2008, and if BioTime does so, it will issue to Greenbelt 30,000 additional Shares, per deferred payment, at the time the deferred cash payment is made.  The Shares that may be issued if BioTime defers the cash payments are not included among the Shares beneficially owned by the Reporting Persons in this Statement.

The agreement will terminate on December 31, 2008, unless BioTime or Greenbelt terminates it on an earlier date.  In the event of an early termination, BioTime will pay Greenbelt a pro rata portion of the cash and Shares earned during the calendar quarter in which the agreement terminated, based upon the number of days elapsed.


ITEM 7. 
 MATERIAL TO BE FILED AS EXHIBITS
 
 
Exhibit 42
Third Amended and Restated Revolving Credit Agreement, dated March 31, 2008.  (Incorporated by reference to BioTime’s Form 8-K as filed with the Securities and Exchange Commission on April 4, 2008)
Exhibit 43
Third Amended and Restated Security Agreement, dated March 31, 2008. (Incorporated by reference to BioTime’s Form 8-K as filed with the Securities and Exchange Commission on April 4, 2008)
Exhibit 44
Amendment to Financial Adviser Agreement, dated March 31, 2008.

 
Page 12 of 13
 

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:  April 16, 2008



s/Alfred D. Kingsley
  
Alfred D. Kingsley
  
     
     
GREENHOUSE PARTNERS, L.P
  
     
     
By:
s/Alfred D. Kingsley
  
 
Alfred D. Kingsley, General Partner
  
     
     
GREENWAY PARTNERS, L.P.
  
By:
Greenhouse Partners, L.P.,
  
 
its general partner
  
     
     
By:
s/Alfred D. Kingsley
  
 
Alfred D. Kingsley, General Partner
  
     
     
GREENBELT CORP.
  
     
     
By:
s/Alfred D. Kingsley
  
 
Alfred D. Kingsley, President
  


Page 13 of 13