UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE 13D
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INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
BioTransplant Incorporated
(NAME OF ISSUER)
Common Stock, Par Value $.01 Per Share
(TITLE OF CLASS OF SECURITIES)
09066y 10 7
(CUSIP NUMBER)
Hank Gracin, Esq.
Lehman & Eilen LLP
50 Charles Lindbergh Blvd., Suite 505
Uniondale, New York 11553
(516) 222-0888
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATION)
October 25, 2002
-----------------------------------------------------
(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 ss.ss.240.13d-1(f) or 240.13d(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 ss. 24013d-7 for
other parties to whom copies are to be sent.
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 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).
CUSIP NO. 09066y 10 7 13D/A Page 2 of 10 Pages
1 NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Little Wing, L.P., 13-3778596
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 2,502,042 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 2,502,042 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 2,502,042 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 9.88%
14. TYPE OF REPORTING PERSON*: PN
CUSIP NO. 09066y 10 7 13D/A Page 3 of 10 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON : Tradewinds Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 744,474 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 744,474 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 744,474 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 2.94%
14. TYPE OF REPORTING PERSON*: CO
CUSIP NO. 09066y 10 7 13D/A Page 4 of 10 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Quilcap Corp., 13-3780878
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 2,502,042 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 2,502,042 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 2,502,042 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 9.88%
14. TYPE OF REPORTING PERSON*: CO
CUSIP NO. 09066y 10 7 13D/A Page 5 of 10 Pages
1.
NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON : Quilcap International Corp., 13-3868725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 744,474 shares
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER: 744,474 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 744,474 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 2.94%
14. TYPE OF REPORTING PERSON*: CO
CUSIP NO. 09066y 10 7 13D/A Page 6 of 10 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Parker Quillen 100-40-7015
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER: 107,000 shares
8. SHARED VOTING POWER: 3,246,516 shares
9. SOLE DISPOSITIVE POWER: 107,000 shares
10. SHARED DISPOSITIVE POWER: 3,246,516 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 3,246,516 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 13.2%
14. TYPE OF REPORTING PERSON*: IN
CUSIP NO. 09066y 10 7 13D/A Page 7 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BIOTRANSPLANT INCORPORATED
Item 2. Identity and Background, of the Schedule 13D Report is amended as
follows:
Item 2. Identity and Background.
(a) The filing of this amended Schedule 13D is made by: (i) Little
Wing, L.P. ("Little Wing"), a Delaware limited partnership; (ii) Tradewinds Fund
Ltd. ("Tradewinds"), a British Virgin Islands corporation; (iii) Quilcap Corp.
("Quilcap"), a Delaware corporation which is the General Partner of Little Wing;
(iv) Quilcap International Corp. ("Quilcap International") a Delaware
corporation which is the Investment Manager for Tradewinds; and (v) Parker
Quillen, President of Quilcap and Quilcap International.
(b) The address of Little Wing is c/o Quilcap Corp., 153 East 53rd
Street, Suite 2600, New York, New York 10022. Tradewinds, Quilcap International
and Mr. Quillen all share the same address with Little Wing and Quilcap Corp.
(c) (i) The principal business of Little Wing is that of a private
investment entity engaging in the purchase and sale of securities; (ii) the
principal business of Quilcap is serving as General Partner of Little Wing;
(iii) the principal business of Tradewinds is that of private investment
entities engaging in the purchase and sale of securities; and (iv) the principal
business of Quilcap International is serving as Investment Manager for various
entities, including Tradewinds.
(d) None of the persons referred to in subparagraph (a) above has,
during the last five (5) years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the persons referred to in subparagraph (a) above has,
during the last five (5) years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations or, prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
CUSIP NO. 09066y 10 7 13D/A Page 8 of 10 Pages
Item 5. Interest in Securities of the Issuer of the Schedule 13D Report is
amended as follows:
Item 5. Interest in Securities of the Issuer.
(a) As of October 31, 2002, Little Wing, L.P. beneficially owned
2,502,042 shares of Common Stock constituting approximately 9.88% of the shares
outstanding based on information provided by the Issuer.
Little Wing, L.P. engaged in the following transactions in the
Company's Common Stock during the 60 days prior to the date of this Report:
* On August 30, 2002, purchased 50,000 shares at $1.71 per share.
* On August 30, 2002, purchased 20,300 shares at $1.82 per share.
* On September 3, 2002, purchased 17,300 shares at $1.84 per share.
* On September 16, 2002, purchased 3,800 shares at $1.52 per share.
* On September 17, 2002, purchased 3,800 shares at $1.53 per share.
* On September 18, 2002, purchased 6,200 shares at $1.55 per share.
* On September 19, 2002, purchased 5,400 shares at $1.52 per share.
* On September 23, 2002, purchased 19,600 shares at $1.48 per share.
* On September 24, 2002, purchased 29,000 shares at $1.39 per share.
* On September 24, 2002, purchased 7,100 shares at $1.40 per share.
* On September 25, 2002, purchased 9,700 shares at $1.42 per share.
* On September 25, 2002, purchased 6,100 shares at $1.40 per share.
* On September 26, 2002, purchased 2,300 shares at $1.40 per share.
* On September 30, 2002, purchased 38,750 shares at $1.42 per share.
* On October 1, 2002, purchased 15,500 shares at $1.42 per share.
* On October 3, 2002, purchased 5,900 shares at $1.25 per share.
* On October 4, 2002, purchased 13,400 shares at $1.25 per share.
* On October 9, 2002, purchased 108,000 shares at $1.00 per share.
* On October 9, 2002, purchased 3,000 shares at $1.15 per share.
* On October 10, 2002, purchased 15,400 shares at $0.99 per share.
* On October 25, 2002, purchased 576,000 shares at $.33 per share.
(b) As of October 31, 2002, Tradewinds beneficially owned 744,474
shares of Common Stock constituting approximately 2.94% of the shares
outstanding based on information provided by the Issuer.
CUSIP NO. 09066y 10 7 13D/A Page 9 of 10 Pages
Tradewinds engaged in the following transactions in the Company's
Common Stock during the 60 days prior to the date of this Report:
* On August 30, 2002, purchased 5,400 shares at $1.82 per share.
* On September 3, 2002, purchased 5,000 shares at $1.84 per share.
* On September 16, 2002, purchased 1,200 shares at $1.52 per share.
* On September 17, 2002, purchased 1,200 shares at $1.53 per share.
* On September 18, 2002, purchased 1,800 shares at $1.55 per share.
* On September 19, 2002, purchased 1,600 shares at $1.52 per share.
* On September 23, 2002, purchased 5,400 shares at $1.48 per share.
* On September 24, 2002, purchased 8,500 shares at $1.39 per share.
* On September 24, 2002, purchased 2,000 shares at $1.40 per share.
* On September 25, 2002, purchased 2,800 shares at $1.42 per share.
* On September 25, 2002, purchased 1,800 shares at $1.40 per share.
* On September 26, 2002, purchased 700 shares at $1.40 per share.
* On September 30, 2002, purchased 11,250 shares at $1.42 per share.
* On October 1, 2002, purchased 4,500 shares at $1.42 per share.
* On October 3, 2002, purchased 1,800 shares at $1.25 per share.
* On October 4, 2002, purchased 3,900 shares at $1.25 per share.
* On October 9, 2002, purchased 900 shares at $1.15 per share.
* On October 9, 2002, purchased 42,000 shares at $1.00 per share.
* On October 10, 2002, purchased 4,600 shares at $0.99 per share.
* On October 25, 2002 purchased 174,842 shares at $0.33 per share.
(c) As of October 31, 2002, Parker Quillen beneficially owned 105,000
shares of Common Stock in his own name, 2,000 shares of Common Stock in the name
of his minor children, and solely by virtue of his position as President of
Quilcap Corp. and Quilcap International, 2,502,402 shares of Common Stock in the
name of Little Wing, and 744,474 shares of Common Stock in the name of
Tradewinds, constituting, in the aggregate, 13.2% of the shares outstanding
based on information provided by the Issuer.
Mr. Quillen engaged in the following transactions in the Company's
Common Stock during the 60 days prior to the date of this Report:
* On October 25, 2002, purchased 100,000 shares at $.38 per share.
(d) Little Wing, L.P. has the power to vote and dispose of the Common
Shares owned by it, which power may be exercised by Mr. Parker Quillen, as
President of Quilcap Corp., the general partner of Little Wing, L.P. Tradewinds
has the power to vote and dispose of the Common Shares owned by it, which power
may be exercised by Mr. Parker Quillen, as President of Quilcap International,
the investment manager of Tradewinds.
CUSIP NO. 09066y 10 7 13D/A Page 10 of 10 Pages
Signatures
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: October 31, 2002
LITTLE WING, L.P. QUILCAP CORP.
By: Quilcap Corp.
General Partner
By: /s/ Parker Quillen By: /s/ Parker Quillen
------------------------------ -------------------------------
Parker Quillen, President Parker Quillen, President
TRADEWINDS FUND LTD. QUILCAP INTERNATIONAL CORP.
By: Quilcap International Corp.
By: /s/ Parker Quillen By: /s/ Parker Quillen
------------------------------ -------------------------------
Parker Quillen, President Parker Quillen, President
/s/ Parker Quillen
------------------------------
Parker Quillen