form8k_jul012009.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): July 1, 2009
BioTime,
Inc.
(Exact
name of registrant as specified in its charter)
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California
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1-12830
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94-3127919
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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1301
Harbor Bay Parkway
Alameda,
California 94502
(Address
of principal executive offices)
(510)
521-3390
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Statements made in this Report that
are not historical facts may constitute forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially from those discussed. Such risks and uncertainties include
but are not limited to those discussed in this report and in BioTime's Annual
Report on Form 10-K filed with the Securities and Exchange Commission. Words
such as “expects,” “may,” “will,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” and similar expressions identify forward-looking
statements.
Section
5 - Corporate Governance and Management
Item
5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On July
1, 2009, we expanded the size of our Board of Directors to provide for a 10
director Board, and the Board elected Neal C. Bradsher, Arnold I. Burns, Abraham
E. Cohen, and Alfred D. Kingsley, as new directors. Mr. Kingsley will
serve as Chairman of the Board.
Neal C. Bradsher, CFA, 44, has
been President of Broadwood Capital, Inc., a private investment firm, since
2002. Previously, he was a Managing Director at Whitehall Asset Management, Inc.
from 1999 to 2002. Earlier in his career Mr. Bradsher was a Managing
Director at Campbell Advisors, as well as a senior equity analyst at Alex Brown
& Sons and Hambrecht & Quist. Mr. Bradsher holds a B.A.
degree in economics from Yale College and is a Chartered Financial
Analyst. Mr. Bradsher is also a director of Questcor Pharmaceuticals,
Inc.
Arnold I. Burns, 79, has been
Chairman of QuanStar Advisor Group, LLC, a strategic management consulting firm,
since 2004. From 1999 to 2002, Mr. Burns was a managing director of
Arnhold and S. Bleichroeder, Inc., and Natexis Bleichroeder, Inc. Mr. Burns was
a practicing attorney for nearly 40 years. From 1989 to 1999 he was a
partner in the New York law firm of Proskauer Rose, LLP, and from 1986-1988 he
was Deputy Attorney General of the United States, the Chief Operating Officer of
the Department of Justice. Mr. Burns holds a J.D. degree from Cornell
Law School.
Abraham E. Cohen, 73, is an independent
international business consultant and is Chairman and President of Kramex
Company, a privately owned consulting firm. From 1982 to 1992, Mr.
Cohen served as Senior Vice President of Merck & Co., and from 1977 to 1988
as President of the Merck Sharp & Dohme International
Division. While at Merck, he played a key role in the development of
Merck’s international business, initially in Asia, then in Europe, and
subsequently, as President of MSDI, that manufactures and markets human health
products outside the United States. Mr. Cohen serves as a director of the
following other public companies: Chugai Pharmaceutical Co., Ltd., MannKind
Corporation, Teva Pharmaceutical Industries, Ltd., Neurobiological
Technologies, Inc., and Vasomedical, Inc.
Alfred D. Kingsley, 66, has
been general partner of Greenway Partners, L.P., a private investment firm, and
President of Greenbelt Corp., a business consulting firm, since
1993. Greenbelt Corp. served as our financial advisor from 1998 until
June 30, 2009. Mr. Kingsley was Senior Vice President of Icahn and
Company and its affiliated entities for more than 25 years. Mr. Kingsley holds a
BS degree in economics from the Wharton School of the University of
Pennsylvania, and a J.D. degree and LLM in taxation from New York University Law
School.
Compensation
Non-employee
Directors, other than the Chairman of the Board of Directors, will receive an
Annual Fee of $15,000 in cash, plus $1,000 for each regular or special meeting
of the Board of Directors attended, and options to purchase 20,000 common shares
under our 2002 Stock Option Plan, as amended. As Chairman of the
Board of Directors, Mr. Kingsley will receive an Annual Fee of $80,000 in cash,
plus $1,000 for each regular or special meeting of the Board of Directors
attended, and options to purchase 50,000 common shares under the 2002 Stock
Option Plan, as amended.
The
Annual Fee of cash will be paid, and the stock options granted will vest and
become exercisable, in four equal quarterly installments, provided that the
non-employee director remains a director on the last day of the applicable
quarter. The options will expire if not exercised five years from the
date of grant. The exercise price of the options granted to the new
directors is $2.30 per share.
Certain
Transactions
Broadwood
Partners, L.P., Alfred D. Kingsley, Greenway Partners, L.P., and Greenbelt Corp.
are lenders under the Credit Agreement. Neal Bradsher is the
President of Broadwood Capital, Inc., which is the general partner of Broadwood
Partners, L.P. Mr. Kingsley is the general partner of Greenway
Partners, L.P. and is the President and shareholder of the Greenbelt
Corp.
As of
June 30, 2009, we were obligated on loans in the amount of $1,025,000 from
Broadwood Partners, L.P., $250,000 from Alfred D. Kingsley, $204,154 from
Greenway Partners, L.P., and $100,000 from Greenbelt Corp. under the Credit
Agreement. We made cash payments for interest in the amount of
$44,325 to Broadwood Partners, L.P. and $11,425 to Alfred D. Kingsley on loans
made under the Credit Agreement during 2008. Interest accrued for
Broadwood
Partners, L.P., Alfred D. Kingsley, Greenway Partners, L.P. as of December 31,
2008 was $8,250, $20,000, and $19,183, respectively, which became payable on
April 15, 2009.
Under the
Credit Agreement, we issued common shares to lenders who agreed to provide loans
and to extend the maturity date of their outstanding loans. Since
January 1, 2007, we have issued 230,348 common shares to Broadwood Partners,
L.P., 117,243 common shares to Alfred D. Kingsley, 77,405 common shares to
Greenway Partners, L.P., and 6,144 common shares to Greenbelt Corp. under the
Credit Agreement.
The
Credit Agreement lenders have the right to exchange their line of credit
promissory notes for our common shares and/or for common stock of our
subsidiary, Embryome Sciences, Inc. The applicable price at which a
lender’s promissory note may be exchanged for our shares or Embryome Sciences
shares is determined based upon the date the lender made their loan commitment
and date on which the exchange takes place. Currently, lenders may
exchange their notes for our common shares at prices ranging from $1.50 to $2.00
per share, or for Embryome Sciences shares at prices ranging from $2.75 to $3.50
per share, until December 1, 2009. The foregoing per share exchange
prices are subject to proportional adjustment in the event of a stock split,
reverse stock split, or similar event.
During April
1998, we entered into a financial advisory services agreement with Greenbelt
Corp., a corporation controlled by Alfred D. Kingsley. The agreement
was renewed annually through 2008. We paid Greenbelt $90,000 in cash
and issued 200,000 common shares for services rendered for the twelve months
ending March 31, 2007. Greenbelt permitted us to defer until October
2007 paying certain cash fees that otherwise would have been payable earlier in
the year. In return for allowing the deferral, we issued Greenbelt an
additional 60,000 common shares. For the 2008 calendar year, we
agreed to pay Greenbelt $135,000 in cash and to issue 300,000 common
shares. Greenbelt permitted us to defer paying the entire $135,000
cash fee until January 2009. In return for allowing the deferral, we
issued Greenbelt an additional 60,000 common shares during January
2009. We will also pay Greenbelt $90,000 for services rendered
through the second quarter of 2009. Since Mr. Kingsley has joined our
Board of Directors, BioTime and Greenbelt have terminated the advisory services
agreement as of June 30, 2009 by mutual agreement. We have agreed to
file a registration statement, at our expense, to register Greenbelt’s shares
for sale under the Securities Act of 1933, as amended, upon Greenbelt’s
request. We also agreed to indemnify Greenbelt and its officers,
affiliates, employees, agents, assignees, and controlling person from any
liabilities arising out of or in connection with actions taken on our behalf
under the agreement. Mr. Kingsley will provide us with the use of
office space in New York at his cost, which currently is $5,050 per
month.
During
May 2009, we sold 1,100,000 common shares and 1,100,000 stock purchase warrants
to Broadwood Partners, L.P. for $2,000,000, and we concurrently sold a like
number of shares and warrants at the same price to another unaffiliated private
investor. The warrants are on the same terms as our publicly traded
warrants and entitle Broadwood Partners and the other investor
to purchase common shares at an exercise price of $2.00 per
share.
The
warrants will expire on October 31, 2010 and may not be exercised after that
date. Broadwood Partners and the other investor were each given the
right to purchase an additional 1,100,000 common shares and 1,100,000 warrants
for an additional $2,000,000 on or before July 14, 2009. We have
agreed to file a registration statement to register the warrants and shares
issuable upon the exercise of the warrants for sale under the Securities
Act. We have also agreed to permit the investors to include the
common shares they purchased in any future registration statements that we may
file after May 15, 2010, subject to certain limitations.
Section
9 - Financial Statements and Exhibits
Item
9.01 - Financial Statements and Exhibits.
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Exhibit Number
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Description
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99.1
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Press
Release Dated July 7,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BIOTIME,
INC.
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Date: July
7, 2009
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By
/s/ Steven A.
Seinberg
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Chief
Financial Officer
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Exhibit Number
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Description
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99.1
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Press
Release Dated July 7, 2009
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