UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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NEOSTEM, INC.
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(Name
of Issuer)
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Common Stock, par value $0.001 per
share
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(Title
of Class of Securities)
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640650305
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(CUSIP
Number)
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Catherine
M. Vaczy
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c/o
NeoStem, Inc.
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420
Lexington Avenue, Suite 450
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New
York, New York 10170
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(212) 584-4180
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and
Communications)
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July 8, 2009
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(Date
of Event which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule l3G 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. o
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.
*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 (however, see the
Notes).
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Cusip No.
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640650305
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1.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only):
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Catherine
M. Vaczy
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions):
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(a)
o
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Not
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(b)
o
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Applicable
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions): PF, OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e): o
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6.
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Citizenship
or Place of Organization: United
States
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Number
of
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7.
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Sole
Voting Power:
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475,279*
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Shares
Beneficially
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8.
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Shared
Voting Power:
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0
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Owned
by
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Each
Reporting
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9.
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Sole
Dispositive Power:
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475,279*
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Person
With
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10.
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Shared
Dispositive Power:
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0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
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475,279*
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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(See
Instructions): o
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13.
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Percent
of Class Represented by Amount in Row
(11): 5.4%*
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14.
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Type
of Reporting Person (See Instructions): IN
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* This
number includes warrants to purchase up to 11,584 shares of common stock, par
value $0.001 per share (“NeoStem Common
Stock”), of NeoStem, Inc., a Delaware corporation, and options to
purchase up to 279,000 shares of NeoStem Common Stock, which are exercisable
within 60 days of July 8, 2009. This number reflects a one-for-ten
reverse stock split of the NeoStem Common Stock that was effective August 31,
2006, and a one-for-ten reverse stock split of the NeoStem Common Stock that was
effective August 9, 2007. Percentage ownership is based upon
8,532,705 shares of NeoStem Common Stock outstanding as of July 8,
2009.
-2-
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Item
1.
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Security and
Issuer
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This Schedule 13D relates to shares of
common stock, par value $0.001 per share (“NeoStem Common
Stock”), of NeoStem, Inc., a Delaware corporation (the “Company” or “NeoStem”), which was
formerly known as Phase III Medical, Inc. The principal executive
offices of the Company are located at 420 Lexington Avenue, Suite 450, New York,
New York 10170.
The numbers disclosed in this Schedule
13D reflect (i) a one-for-ten reverse stock split of the NeoStem Common Stock
that was effective August 31, 2006 and (ii) a one-for-ten reverse stock split of
the NeoStem Common Stock that was effective August 9, 2007.
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Item
2.
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Identity and
Background
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This Schedule 13D is being filed by
Catherine M. Vaczy. Ms. Vaczy’s principal occupation is Vice
President and General Counsel of the Company. Ms. Vaczy’s business
address and the Company’s principal business address is 420 Lexington Avenue,
Suite 450, New York, New York 10170. Ms. Vaczy is a citizen of the
United States.
During the past five years, Ms. Vaczy
has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). During the past five years, Ms. Vaczy has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which she was or is subject to a judgment,
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.
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Source and Amount of
Funds or Other Consideration
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On July
8, 2009, the Compensation Committee of the Company’s Board of Directors (the
“Compensation
Committee”) granted Ms. Vaczy an aggregate of 25,000 shares of NeoStem
Common Stock pursuant and subject to the Company’s 2009 Equity Compensation Plan
(the “2009
Plan”). On the same date, the Compensation Committee also
granted Ms. Vaczy an aggregate of 200,000 options to purchase NeoStem Common
Stock pursuant and subject to the 2009 Plan. Of these stock options,
(a) options to purchase 100,000 shares of NeoStem Common Stock vested
immediately on the grant date and (b) options to purchase the remaining 100,000
shares of NeoStem Common Stock will vest upon shareholder approval of the
Company’s proposed merger with China Biopharmaceuticals Holdings, Inc., a
Delaware corporation (“CBH”), which is
described in more detail in Item 6 of this Schedule 13D. Ms. Vaczy
received these awards in consideration of her services as an executive officer
of the Company.
On August
28, 2008, in response to the Company’s efforts to conserve cash, in lieu of
$10,578.50 of salary that was payable to her, Ms. Vaczy agreed to accept a total
of 14,692 shares of NeoStem Common Stock (which amount was based upon the
closing price of the NeoStem Common Stock on August 27, 2008). For
the same reason, on December 19, 2007, in lieu of $11,250 of salary that was
payable to her, Ms. Vaczy agreed to accept a total of 3,729 shares of NeoStem
Common Stock (which amount was based upon the closing price of the NeoStem
Common Stock on December 19, 2007). All of the shares of NeoStem
Common Stock issued to Ms. Vaczy in lieu of cash compensation were granted under
the Company’s 2003 Equity Participation Plan (the “2003
Plan”).
-3-
On May
21, 2008, Ms. Vaczy participated in a private placement of securities of the
Company, in which she purchased 7,500 units for aggregate consideration of
$9,000. Each unit consisted of one share of NeoStem Common Stock and
one redeemable five-year warrant to purchase one share of NeoStem Common Stock
(collectively, the “2008
Warrants”). The 2008 Warrants have an exercise price of $1.75
per share (subject to adjustment) and became exercisable on November 21, 2008,
six months from the date of issuance. The purchase was made with Ms.
Vaczy’s personal funds.
On
February 6, 2007, Ms. Vaczy participated in a private placement of securities of
the Company, in which she purchased 1,000 units for aggregate consideration of
$10,000. Each unit consisted of two shares of NeoStem Common Stock
and one redeemable seven-year warrant to purchase one share of NeoStem Common
Stock and one non-redeemable warrant to purchase one share of NeoStem Common
Stock (collectively, the “2007 Warrants”; and
together with the 2008 Warrants, the “Warrants”). The
2007 Warrants have an exercise price of $8.00 per share and were immediately
exercisable from the date of issuance. The purchase was made with Ms.
Vaczy’s personal funds. Including the Warrants, as of July 8, 2009,
Ms. Vaczy held warrants to purchase a total of 11,584 shares of NeoStem Common
Stock that were either currently exercisable or will become exercisable within
60 days of July 8, 2009.
The
Compensation Committee from time to time also has granted Ms. Vaczy awards of
stock options and stock, under and pursuant to the 2003 Plan or the 2009 Plan,
in consideration of her services as an executive officer of the
Company. Since December 5, 2006, the date of Ms. Vaczy’s last Section
13 filing, Ms. Vaczy has been awarded an aggregate of 163,000 options to
purchase NeoStem Common Stock (in addition to the July 8, 2009 option award,
discussed above), and 55,000 shares of NeoStem Common Stock. As of
July 8, 2009, Ms. Vaczy held options to purchase a total of 279,000 shares of
NeoStem Common Stock that were either currently exercisable or will become
exercisable within 60 days of July 8, 2009.
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Item
4.
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Purpose of
Transaction
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As
described in Item 3, the securities described herein were granted to Ms. Vaczy
as compensation for services as an executive officer of the Company or as
payment to Ms. Vaczy in lieu of cash compensation, or were acquired by Ms. Vaczy
for investment purposes.
Ms. Vaczy
does not have any present plans or proposals which relate to or would result in
the types of events described in clauses (a) through (j) under Item 4 of
Schedule 13D. However, as described and discussed further in Item 6
hereof, Ms. Vaczy has agreed to vote her shares of NeoStem Common Stock in favor
of the Company’s proposed merger with CBH and the transactions contemplated by
the Merger Agreement governing such transaction pursuant to a lock-up and voting
agreement entered into by Ms. Vaczy. Additionally, as also discussed
in Item 6, Ms. Vaczy will acquire beneficial ownership over additional
securities of the Company upon each of (i) shareholder approval of an increase
in the shares available for issuance under the 2009 Plan, (ii) shareholder
approval of the merger with CBH and (iii) closing of the merger with
CBH.
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Item
5.
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Interest in Securities
of the Issuer
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Based on
information received from the Company, as of July 8, 2009, there were 8,532,705
shares of NeoStem Common Stock outstanding. As of such date, Ms.
Vaczy was the beneficial owner of an aggregate of 475,279 shares of NeoStem
Common Stock, or approximately 5.4% of the outstanding shares of NeoStem Common
Stock. This number includes warrants to purchase up to 11,584 shares
of NeoStem Common Stock and options to purchase up to 279,000 shares of NeoStem
Common Stock, which are exercisable within 60 days of July 8,
2009. Ms. Vaczy has the sole power to vote or to direct the vote and
the sole power to dispose or to direct the disposition of all of such
shares.
-4-
Except as
described in Item 3 of this Schedule 13D, during the past 60 days, there were no
purchases of shares of NeoStem Common Stock, or securities convertible into or
exchangeable for shares of NeoStem Common Stock, by Ms. Vaczy or any person or
entity controlled by Ms. Vaczy or any person or entity for which Ms. Vaczy
possesses voting control over the securities thereof. During such
60-day period, there were no sales of shares of NeoStem Common Stock, or
securities convertible into or exchangeable for shares of NeoStem Common Stock,
by Ms. Vaczy or any person or entity controlled by Ms. Vaczy or any person or
entity for which Ms. Vaczy possesses voting control over the securities
thereof.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
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Agreement and Plan of
Merger
On
November 2, 2008, the Company entered into an Agreement and Plan of Merger with
CBH, China Biopharmaceuticals Corp., a British Virgin Islands corporation and
wholly owned subsidiary of CBH (“CBC”), and CBH
Acquisition LLC, a Delaware limited liability company and wholly owned
subsidiary of the Company (“Subco”), as amended
by Amendment No. 1 dated as of July 1, 2009, and Amendment No. 2 dated as of
August 27, 2009, as such agreement may be further amended from time to time (the
“Merger
Agreement”). The Merger Agreement provides for the
merger (the “Merger”) of CBH with
and into Subco, and that at the time of the Merger, the only material assets of
CBH will be CBH’s 51% ownership interest in Suzhou Erye Pharmaceuticals Company
Ltd. (“Erye”),
a Sino-foreign joint venture with limited liability organized under the laws of
the People’s Republic of China (“China” or the “PRC”) and at least
$550,000 cash. To satisfy this condition, CBH intends to transfer its
subsidiary CBC, which has no meaningful operations or assets, to a third party
that will likely be a trust for the benefit of CBH’s
stockholders. Upon consummation of the Merger, NeoStem will own 51%
of the ownership interests in Erye, and Suzhou Erye Economy and Trading Co. Ltd.
(“EET”), a
limited liability company organized under the laws of the PRC, will own the
remaining 49% ownership interest.
Pursuant
to the terms of the Merger, all of the shares of common stock, par value $0.01
per share, of CBH (the “CBH Common Stock”),
issued and outstanding immediately prior to the effective time of the Merger
(the “Effective
Time”) will be converted into the right to receive, in the aggregate,
7,150,000 shares of NeoStem Common Stock. The exchange ratio will be
equal to the quotient of 7,150,000 divided by the sum of (x) the number of
shares of CBH Common Stock outstanding at the Effective Time, and (y) the number
of shares of CBH Common Stock issuable upon exercise of in-the-money warrants of
CBH immediately prior to the Effective Time, estimated at August 21, 2009 to be
0.1921665.
Subject
to the cancellation of outstanding warrants to purchase shares of CBH Common
Stock held by RimAsia Capital Partners, L.P. (“RimAsia”), a
principal stockholder of NeoStem and the sole holder of shares of Series B
Convertible Preferred Stock, par value $0.01 per share, of CBH (the “CBH Series B Preferred
Stock”), all of the shares of CBH Series B Preferred Stock issued and
outstanding immediately prior to the Effective Time will be converted into the
right to receive, in the aggregate, (i) 6,458,009 shares of NeoStem Common Stock
and (ii) 8,177,512 shares of Series C Convertible Preferred Stock, par value
$0.01 per share, of NeoStem (the “NeoStem Series C Preferred
Stock”), each share of NeoStem Series C Preferred Stock having a
liquidation preference of $1.125 per share and initially convertible into
9,086,124 shares of NeoStem Common Stock at an initial conversion price of $0.90
per share.
At the
Effective Time, NeoStem will issue 9,532 shares of NeoStem Common Stock to
Stephen Globus, a director of CBH, and 7,626 shares of NeoStem Common Stock to
Chris Peng Mao, the Chief Executive Officer of CBH, in exchange for the
cancellation and the satisfaction in full of indebtedness in the aggregate
principal amount of $90,000, plus any and all accrued but unpaid interest
thereon, and other obligations of CBH to Messrs. Globus and Mao. NeoStem will
bear 50% of up to $450,000 of CBH’s expenses post-merger, and satisfaction of
the liabilities of Messrs. Globus and Mao will count toward that
obligation.
-5-
For
assistance in effecting the Merger, 125,000 shares of NeoStem Common Stock will
be issued to EET, the holder of 49% of the interests in Erye and a 100% interest
in Fullbright Finance Limited, a greater than 5% beneficial owner of NeoStem, or
to EET’s designee. In addition, an aggregate of 203,338 shares of
NeoStem Common Stock will be issued to Shi Mingsheng (the Chairman of the Board
of Directors of Erye and a holder of approximately two-thirds of EET) and Madam
Zhang Jian (General Manager of Erye and a holder of approximately 10% of EET) in
connection with the transactions contemplated by the Merger to assist in
obtaining the receipt of all PRC approvals.
Warrants
to purchase shares of CBH Common Stock (other than warrants held by RimAsia)
(“Existing CBH
Warrants”) will be replaced with new warrants (each a “NeoStem Class E
Warrant”) substantially in the form of such holder’s existing warrant
evidencing the right to purchase 0.1921665 shares of NeoStem Common Stock times
the number of shares covered by the Existing CBH Warrant, with the exercise
price per share adjusted such that the aggregate exercise price of the NeoStem
Class E Warrant is the same as the aggregate exercise price of the warrant in
effect immediately prior to the Effective Time, or a holder may, in accordance
with the terms of such holder’s warrants, elect to receive a cash payment for
their Existing CBH Warrants equal to the Black-Scholes value of the warrant on
the date of such request.
Pursuant
to the Merger Agreement, NeoStem’s Board of Directors will be increased from
five directors to seven directors. Eric Wei will be added to the
Board of Directors of NeoStem immediately after the Effective Time, and Shi
Mingsheng will be added to the Board of Directors immediately after the
Effective Time (or the receipt of all PRC approvals if later following the
Effective Time). Three of the four directors elected at NeoStem’s
annual meeting held in May 2009 (Robin L. Smith, Richard Berman and Steven S.
Myers) as well as the director appointed by the NeoStem Board of Directors on
June 9, 2009 (Drew Bernstein) will continue to serve as
directors. Edward C. Geehr has also been appointed to the Board of
Directors to replace Joseph Zuckerman, who will resign as of the Effective
Time. Therefore, the NeoStem Board of Directors will consist of the
following seven members promptly following the consummation of the Merger and
the receipt of all PRC approvals: Robin L. Smith (Chairman), current
Chairman of the Board and Chief Executive Officer of NeoStem; Eric Wei, the
managing partner of RimAsia; Shi Mingsheng, a Director of and the Chief
Operating Officer of CBH, the Chairman of the Board of Directors of Erye, and a
holder of approximately two-thirds of EET; and Richard Berman, Drew Bernstein,
Steven S. Myers and Edward C. Geehr (the latter four are independent directors,
as defined under the NYSE Amex listing standards). In the event that
a certain proposal attains stockholder approval at the special meeting of
stockholders to approve the Merger and other matters, and the NeoStem Board of
Directors determines to file a Board Classification Amendment with the Secretary
of State of the State of Delaware, NeoStem’s Board of Directors would be divided
into three separate classes of directors, as nearly equal in number as possible,
with each respective class to serve a three-year term. The classes
would be elected on a rotating or staggered basis, with each class being elected
at the annual stockholder meeting coinciding with the expiration of that class’s
term.
In
connection with the Merger, the Company has filed with the SEC a combined
registration statement and proxy statement on Form S-4 (the “Form S-4”) with
respect to, among other things, the shares of NeoStem Common Stock to be issued
in the Merger (the “Issuance”) and a
proposed amendment to the Company’s certificate of incorporation to effect an
increase in the Company’s authorized shares of preferred stock that may be
necessary to consummate the transactions contemplated by the Merger Agreement
(the “Charter
Amendment”). The Merger has been approved by the Company’s
Board of Directors. The Issuance, the Charter Amendment contemplated
by the Merger Agreement, as well as other matters discussed in more detail in
the Form S-4, are subject to approval by the stockholders of the Company, and
the Merger and the other transactions contemplated by the Merger Agreement are
subject to approval by the stockholders of CBH.
-6-
The
transactions contemplated by the Merger Agreement are subject to the
authorization for listing on the NYSE Amex (or any other stock exchange on which
shares of NeoStem Common Stock are listed) of the shares to be issued in
connection with the Merger, shareholder approval, approval of the Company’s
acquisition of a 51% ownership interest in Erye by relevant PRC governmental
authorities, receipt of a fairness opinion and other customary closing
conditions set forth in the Merger Agreement. The Merger currently is
expected to be consummated in the fourth quarter of 2009.
The
foregoing summary of the Merger Agreement contained in this Item 6 is qualified
in its entirety by reference to the Merger Agreement, which is incorporated by
reference as Exhibits 1, 2 and 3 to this Schedule 13D and incorporated into this
Item 6 by reference.
Lock-Up and Voting
Agreement
In
connection with execution of the Merger Agreement, each of the officers and
directors of the Company, including Ms. Vaczy, and each of RimAsia, Fullbright
and EET, entered into a lock-up and voting agreement, dated November 2, 2008
(the “Voting
Agreement”), pursuant to which they have agreed to vote all of their
shares of NeoStem Common Stock (such shares, the “Covered Shares”) in
favor of the Issuance and are prohibited from selling their Covered Shares
during the period (the “Lock-Up Period”) from
November 2, 2008 through the earlier of (i) expiration of the six-month period
immediately following the closing of the Merger or (ii) the termination of the
Merger Agreement. The Voting Agreement was entered into to induce CBH
and its affiliates to enter into the Merger Agreement. Similarly, as
an inducement to the Company to enter into the Merger Agreement, each of the
officers and directors of CBH, and each of RimAsia, Erye and EET, and certain
holders of CBH Common Stock, entered into a lock-up and voting agreement,
pursuant to which they have agreed to vote their shares of CBH Common Stock in
favor of the Merger and the other transactions contemplated by the Merger
Agreement and are prohibited from selling their shares of CBH Common Stock
and/or shares of NeoStem Common Stock during the Lock-Up Period (except as
contemplated by the Merger Agreement or as set forth below).
Under the
Voting Agreement, Ms. Vaczy (and the other stockholders of the Company party
thereto): (i) consented to the Company’s execution and delivery of
the Merger Agreement and the taking of all actions by the Company to effect the
Merger; and (ii) agreed that, from the date of the Voting Agreement through the
termination of the Voting Agreement (described below), contemporaneously with
any meeting of the holders of the NeoStem Common Stock, however called, or in
connection with any written consent of the holders of the NeoStem Common Stock,
Ms. Vaczy would cause the Covered Shares held of record or beneficially owned by
her, whether currently owned or acquired after the date of the Voting Agreement,
to consent in writing to the Merger, adoption of the Merger Agreement and any
actions required in furtherance thereof.
In
addition, under the Voting Agreement, Ms. Vaczy agreed that, during the Lock-Up
Period, she would not:
(i) offer
for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or understanding
with respect to or consent to the offer for sale, sale, transfer, tender,
pledge, encumbrance, assignment or other disposition of, any or all of any of
her Covered Shares, or any interest therein, whether such shares are held by her
as of the date of the Voting Agreement or are acquired by her from and after the
date of the Voting Agreement, whether in connection with the Merger or
otherwise;
(ii) except
as contemplated by the Voting Agreement, grant any proxies or powers of
attorney, deposit any Covered Shares into a voting trust or enter into a voting
agreement with respect to such Covered Shares; or
-7-
(iii) take
any action that would make any representation or warranty of Ms. Vaczy contained
in the Voting Agreement untrue or incorrect or have the effect of preventing or
disabling her from performing her obligations under the Voting
Agreement.
Notwithstanding
the foregoing, under the Voting Agreement, Ms. Vaczy may sell or transfer her
Covered Shares to any stockholder or any other person who executes and delivers
to CBH an agreement, in form and substance acceptable to CBH, to be bound by the
terms of the Voting Agreement to the same extent as Ms. Vaczy.
The
Voting Agreement terminates upon the expiration of the Lock-Up
Period.
The
foregoing summary of the Voting Agreement contained in this Item 6 is qualified
in its entirety by reference to the form of Voting Agreement, which is
incorporated by reference as Exhibit 4 to this Schedule 13D and incorporated
into this Item 6 by reference.
Securities Issuances under
the 2009 Equity Compensation Plan (the “2009 Plan”)
Upon the
requisite approval of the NeoStem stockholders at the special meeting of
stockholders to be held in connection with the Merger and other matters, there
will be an increase in the shares of NeoStem Common Stock available to be issued
under the 2009 Plan. Upon such approval being obtained and upon the
approval of the Merger by NeoStem stockholders, Ms. Vaczy will be granted
options to purchase 100,000 shares of NeoStem Common Stock at the fair market
value on the date of grant. Thereafter, upon the closing of the
Merger, Ms. Vaczy will receive 150,000 shares of NeoStem Common
Stock. Both such grants will be issued pursuant and subject to the
2009 Plan.
Vesting of Certain Options
Upon Shareholder Approval and Consummation of the Merger
Options
to purchase an aggregate of 120,000 shares of NeoStem Common Stock granted to
Ms. Vaczy under the 2003 Plan and the 2009 Plan vest upon the achievement of
specific business milestones. Shareholder approval of the Merger or
the consummation of the Merger, respectively, will constitute achievement of the
business milestones. As a result, upon shareholder approval of the
Merger, options to purchase 100,000 shares of NeoStem Common Stock shall vest
and become immediately exercisable, and upon consummation of the Merger, options
to purchase 20,000 shares of NeoStem Common Stock shall vest and become
immediately exercisable.
-8-
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Item
7.
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Material to be Filed
as Exhibits
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The
following exhibits are incorporated into this Schedule 13D:
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Exhibit
1
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Agreement
and Plan of Merger, dated as of November 2, 2008, by and among NeoStem,
Inc., China Biopharmaceuticals Holdings, Inc., China Biopharmaceuticals
Corp. and CBH Acquisition LLC (incorporated by reference to Exhibit 2.1 to
NeoStem, Inc.’s Current Report on Form 8-K dated November 2, 2008, as
filed with the SEC on November 6,
2008).
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|
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Exhibit
2
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Amendment
No. 1 to Agreement and Plan of Merger, made and entered into as of the 1st
day of July, 2009, by and among NeoStem, Inc., CBH Acquisition LLC, China
Biopharmaceuticals Holdings, Inc., and China Biopharmaceuticals Corp.
(incorporated by reference to Exhibit 10.1 to NeoStem, Inc.’s Current
Report on Form 8-K dated July 1, 2009, as filed with the SEC on July 8,
2009).
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|
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Exhibit
3
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Amendment
No. 2 to Agreement and Plan of Merger, made and entered into as of the
27th day of August, 2009, by and among NeoStem, Inc., CBH Acquisition LLC,
China Biopharmaceuticals Holdings, Inc., and China Biopharmaceuticals
Corp. (incorporated by reference to Annex A to NeoStem, Inc.’s
Pre-Effective Amendment No. 2 to Registration Statement on Form S-4/A,
File No. 333-160578, as filed with the SEC on August 28,
2009).
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|
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Exhibit
4
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Form
of Lock-Up and Voting Agreement, dated November 2, 2008, by and between
NeoStem, Inc., China Biopharmaceuticals Holdings, Inc., and the
individuals or entities listed on Schedule A annexed thereto (incorporated
by reference to Exhibit 10.3 to NeoStem, Inc.’s Annual Report on Form 10-K
for the year ended December 31, 2008, as filed with the SEC on March 31,
2009).
|
-9-
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.
Dated: September
10, 2009
| /s/ Catherine M. Vaczy | |
|
Catherine
M. Vaczy, Esq.
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Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001).
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