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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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SCHEDULE 13D |
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Under
the Securities Exchange Act of 1934
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(Amendment
No.2)
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BIOTIME
INC.
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(Name
of Issuer)
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Common
Shares, no par value
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09066L105
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(Title
of class of securities)
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(CUSIP
number)
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Steven
Bayern
26 West Broadway #1004 Long
Beach, NY 11561
(516)
431-2121
(Name,
address and telephone number of person authorized to receive notices
and
communications)
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July
12, 2006
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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
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.
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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.
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(Continued
on following page(s))
(Page
1 of 12 Pages)
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CUSIP
No. 09066L105
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13D
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Page
2 of 12 Pages
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1
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NAME
OF REPORTING PERSON: Cyndel & Co., Inc.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: ____________**
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|||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
||||
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3
|
SEC
USE ONLY
|
|||||
|
4
|
SOURCE
OF FUNDS: WC
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|||||
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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: New York
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|||||
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NUMBER
OF
SHARES
|
7
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SOLE
VOTING POWER
|
940,476
|
|||
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
|||
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
940,476
|
|||
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PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
|||
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
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940,476
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||||
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
||||
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
4.1-%
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||||
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14
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TYPE
OF REPORTING PERSON:
|
CO
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CUSIP
No. 09066L105
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13D
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Page
3 of 12 Pages
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||||||
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1
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NAME
OF REPORTING PERSON: Steven Bayern.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: **
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|||||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
||||||
|
3
|
SEC
USE ONLY
|
|||||||
|
4
|
SOURCE
OF FUNDS: PF
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|||||||
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 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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|||||||
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NUMBER
OF
SHARES
|
7
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SOLE
VOTING POWER:
|
137,143
|
|||||
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BENEFICIALLY
OWNED
BY
|
8
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SHARED
VOTING POWER:
|
1,774,370
|
|||||
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EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
|||||
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PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
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1,774,370
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|||||
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
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1,911,513
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||||||
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
||||||
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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8.1%
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||||||
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14
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TYPE
OF REPORTING PERSON:
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IN
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||||||
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CUSIP
No. 09066L105
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13D
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Page
4 of 12 Pages
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||||
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1
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NAME
OF REPORTING PERSON: Cynthia Bayern.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: **
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|||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
||||
|
3
|
SEC
USE ONLY
|
|||||
|
4
|
SOURCE
OF FUNDS: PF
|
|||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)
OR 2(e):
|
o
|
||||
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: United States
|
|||||
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NUMBER
OF
SHARES
|
7
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SOLE
VOTING POWER:
|
0
|
|||
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BENEFICIALLY
OWNED
BY
|
8
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SHARED
VOTING POWER:
|
390,700
|
|||
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
|||
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
390,700
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
|
390,700
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||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
||||
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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1.7%
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||||
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14
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TYPE
OF REPORTING PERSON:
|
IN
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||||
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CUSIP
No. 09066L105
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13D
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Page
5 of 12 Pages
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|||||||
|
1
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NAME
OF REPORTING PERSON: Patrick Kolenick.
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON:
|
||||||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
|||||||
|
3
|
SEC
USE ONLY
|
||||||||
|
4
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SOURCE
OF FUNDS: PF
|
||||||||
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e):
|
o
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|||||||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: United States
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||||||||
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NUMBER
OF
SHARES
|
7
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SOLE
VOTING POWER:
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80,100
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||||||
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BENEFICIALLY
OWNED
BY
|
8
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SHARED
VOTING POWER:
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1,383,670
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EACH
REPORTING
|
9
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SOLE
DISPOSITIVE POWER:
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80,100
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||||||
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PERSON
WITH
|
10
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SHARED
DISPOSITIVE POWER:
|
1,383,670
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||||||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
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1,463,770
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|||||||
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
|||||||
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
6.3%
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|||||||
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14
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TYPE
OF REPORTING PERSON:
|
IN
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CUSIP
No. 09066L105
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13D
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Page
6 of 12 Pages
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|
1
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NAME
OF REPORTING PERSON: BN Ventures, LLC
S.S.
OR I.R.S. IDENTIFICATION NO.
OF
ABOVE PERSON: _________________
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||||||||
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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
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||||||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e):
|
o
|
|||||||
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: New York*
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||||||||
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NUMBER
OF
SHARES
|
7
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SOLE
VOTING POWER:
|
0
|
||||||
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BENEFICIALLY
OWNED
BY
|
8
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SHARED
VOTING POWER:
|
0
|
||||||
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EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
||||||
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PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
|
0
|
|||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
|||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
0%
|
|||||||
|
14
|
TYPE
OF REPORTING PERSON:
|
OO
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CUSIP
No. 09066L105
|
13D
|
Page
7 of 12 Pages
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|
1
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NAME
OF REPORTING PERSON: SJCMB Family Limited Partnership
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
|
||||||||
|
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: New York
|
||||||||
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
74,200
|
||||||
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
||||||
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
74,200
|
||||||
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON:
|
74,200
|
|||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
|||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
0.3%
|
|||||||
|
14
|
TYPE
OF REPORTING PERSON:
|
PN
|
|||||||
|
CUSIP
No. 09066L105
|
13D
|
Page
8 of 12 Pages
|
||||
|
1
|
NAME
OF REPORTING PERSON: Huntington Laurel Partnership
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
|
|||||
|
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: New York
|
|||||
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
443,194
|
|||
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
|||
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
443,194
|
|||
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
REPORTING
PERSON:
|
443,194
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
1.9%
|
||||
|
14
|
TYPE
OF REPORTING PERSON:
|
PN
|
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This
Amendment No. 2 (“Amendment No. 2”) amends and supplements the Statement on
Schedule 13D dated December 26, 2005, as amended by Amendment No. 1 dated April
18, 2006 (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 the undersigned reporting persons (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
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-QSB for the three
months ended March 31, 2006 plus 100,000 shares issuable to the lenders under
the Credit Agreement (as defined below).
(c) The
following Shares were purchased and sold in open market transactions by a
partnership between Cynthia Bayern and an unaffiliated person. The partnership
now beneficially owns 91,500 Shares.
|
Date
|
Transaction
|
Number
of Shares
|
Price
Per Share
|
|||||||
|
April
26, 2006
|
Purchase
|
50,000
|
$
0.27
|
|||||||
|
May
10, 2006
|
Sale
|
22,000
|
$
0.40
|
|||||||
|
May
18, 20006
|
Sale
|
18,000
|
$
0.32
|
|||||||
|
June
9, 2006
|
Purchase
|
5,000
|
|
$
0.25
|
||||||
|
June
12, 2006
|
Purchase
|
10,000
|
$0.243
|
|||||||
|
June
23, 2006
|
Purchase
|
10,000
|
$0.242
|
|||||||
On
or
about July 12, 2006, BN Ventures, LLC distributed the 214,286 Shares and 60,000
Warrants it held to its members. Steven Bayern received 107,143 Shares and
30,000 Warrants from BN Ventures, as his pro rata share. BN Ventures no longer
beneficially owns any Shares or Warrants.
(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, except that Cynthia Bayern owns 91,500 Shares in a partnership with
an unaffiliated person. Steven Bayern may be deemed to beneficially own Shares
beneficially owned by his wife Cynthia Bayern.
Page
9 of
12
(e) On
or
about July 12, 2006, BN Ventures, LLC distributed the 214,286 Shares and 60,000
Warrants it held to its members and now no longer beneficially owns any Shares
or Warrants.
Page 10
of 12
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:
July 19, 2006
| s/ Steven Bayern | |||
|
Steven Bayern |
| s/ Cynthia Bayern | |||
|
Cynthia Bayern |
| s/ Patrick Kolenik | |||
|
Patrick Kolenik |
Cyndel
& Co., Inc.
| By: | s/ Patrick Kolenik | |||
|
Patrick Kolenik, President |
||||
BN
Ventures, LLC
| By: | s/ Steven Bayern | |||
|
Steven
Bayern,
Managing
Member
|
||||
SJCMB
Family Limited Partnership
By:
SSJCM, LLC, General Partner
| By: | s/ Steven Bayern | |||
|
Steven
Bayern, Managing Member
|
||||
Page 11
of 12
Huntington
Laurel Partnership
By:
Huntington Laurel Capital Management LLC
General
Partner
| By: | s/ Steven Bayern | |||
|
Steven
Bayern,
Member
|
||||
| By: | s/ Patrick Kolenik | |||
|
Patrick
Kolenik,
Member
|
||||
Page 12
of 12