SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on October 16, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3) (1)
COMMONWEALTH BIOTECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
202739108
(CUSIP Number)
BRADLEY A. BROWN, MILLS VALUE ADVISER, INC.,
707 EAST MAIN STREET, RICHMOND, VIRGINIA 23219 (804) 344-3532
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 25, 2000
(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
[ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
(1)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, as amended (the "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. 202739108 SCHEDULE 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mills Value Adviser, Inc.; I.R.S. ID #54-1410376
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 514,369
10 SHARED DISPOSITIVE POWER
PERSON WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,369
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1%
14 TYPE OF REPORTING PERSON*
IA
*See Instructions Before Filling Out!
Amendment No. 3
To
SCHEDULE 13D
FOR
Mills Value Adviser, Inc.
Item 1. Security and Issuer
This Amendment No. 3 amends and supplements the
Schedule 13D dated October 23, 1997 with regard to the common
stock, no par value per share (the "Common Stock"), of
Commonwealth Biotechnologies, Inc., 601 Biotech Drive,
Richmond, VA 23235 (the "Issuer").
Item 2. Identity and Background
Mills Value Adviser, Inc.
Mills Value Adviser, Inc. (the "Corporation") is a corporation
organized under the laws of the Commonwealth of Virginia. Its
principal business is providing investment advisory services
to its clients. The address of its principal business and
principal office is 707 East Main Street, Richmond, VA 23219.
During the past five years, the Corporation has not been
convicted in any criminal proceeding, excluding traffic
violations or similar misdemeanors. The Corporation is
currently a party to one civil proceeding. The proceeding is
in its preliminary stages and no judgments have been made
against the Corporation.
On March 28, 1996, the Corporation and Charles A. Mills, III,
Chairman of the Board of the Corporation in Cases # SEC 960020
and SEC 960022 entered into an admission and consent order
which accepted an order of settlement alleging violations of
Virginia Code Sections 13.1-504(A) and 13.1-504(C) by the
Virginia State Corporation Commission. In particular, the
order of settlement alleged that the Corporation temporarily
transacted business in the Commonwealth of Virginia as an
unregistered investment advisor; that the corporation
temporarily employed an unregistered investment advisor
representative; and that Mr. Mills temporarily transacted
business in the Commonwealth of Virginia as an unregistered
investment advisor. Without admitting or denying the
allegations, the Corporation paid $200.00 and Mr. Mills paid
$2,500.00 to the Commonwealth of Virginia. The Corporation has
undertaken measures to prevent a lapse in required
registrations or other similar occurrences.
Charles A. Mills, III
---------------------
(A) Charles A. Mills, III
(B) 707 East Main Street, Richmond, VA 23219
(C) Charles A. Mills, III is Chairman of the
Board of the Corporation and also a director
and Chairman of Anderson & Strudwick,
Incorporated, a stock brokerage firm, whose
address is the same as that of the
Corporation.
(D) During the past five years, Charles A.
Mills, III has not been convicted in a
criminal proceeding, excluding traffic
violations or similar misdemeanors.
Page 3 of 7
(E) On March 28, 1996, the Corporation and
Charles A. Mills, III, Chairman of the Board
of the Corporation in Cases # SEC 960020 and
SEC 960022 entered into an admission and
consent order which accepted an order of
settlement alleging violations of Virginia
Code Sections 13.1-504(A) and 13.1-504(C) by
the Virginia State Corporation Commission.
In particular, the order of settlement
alleged that the Corporation temporarily
transacted business in the Commonwealth of
Virginia as an unregistered investment
advisor; that the corporation temporarily
employed an unregistered investment advisor
representative; and that Mr. Mills
temporarily transacted business in the
Commonwealth of Virginia as an unregistered
investment advisor. Without admitting or
denying the allegations, the Corporation
paid $200.00 and Mr. Mills paid $2,500.00 to
the Commonwealth of Virginia. The
Corporation has undertaken measures to
prevent a lapse in required registrations or
other similar occurrences. Mr. Mills is
currently a party to one civil proceeding.
The proceeding is in its preliminary stages
and no judgments have been made against him.
(F) Charles A. Mills, III is a citizen of the
United States of America.
Bradley A. Brown
----------------
(A) Bradley A. Brown
(B) 707 East Main Street, Richmond, VA 23219
(C) Bradley A. Brown is Vice President and
Secretary/Treasurer of the Corporation.
(D) During the past five years, the Mr. Brown
has not been convicted in any criminal
proceeding, excluding traffic violations or
similar misdemeanors.
(E) During the past five years, Mr. Brown has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction and has not been 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.
(F) Bradley A. Brown is a citizen of the United
States of America.
Item 3. Source and Amount of Funds and Other Consideration
The total amount of the funds used in making the purchases was
$2,600,000. The source of the funds used in making the
purchases was client accounts over which the Corporation has
discretionary investment authority.
Page 4 of 7
Item 4. Purpose of Transaction
The Corporation, an investment advisory firm, through
discretionary investment authority granted to it by its
clients, has purchased shares of Common Stock for investment
purposes on behalf of its clients.
There are no plans or proposals which the Corporation, Charles
A. Mills, III, or Bradley A. Brown may have that relate to or
would result in:
(A) The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer, except as otherwise disclosed herein;
(B) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(C) A sale or transfer of a material amount of assets of
the Issuer or of any of its subsidiaries;
(D) Any change in the present board of directors or
management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(E) Any material change in the present capitalization or
dividend policy of the Issuer;
(F) Any other material change in the Issuer's business or
corporate structure;
(G) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(H) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(I) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934,
as amended; or
(J) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The Corporation
(A) The aggregate number and percentage of Common Stock
beneficially owned by the Corporation are 514,369 shares
and 25.1%, respectively.
(B) The Corporation has no power to vote or to direct the
vote of the shares identified pursuant to Item 5(a). The
Corporation has the sole power to dispose or to direct the
disposition of all shares identified pursuant to Item
5(a).
(C) Purchases the securities identified pursuant to Item
5(a) within the last 60 days:
Page 5 of 7
Beneficial Date of Number of Price Per How Acquired
Owner Transaction Shares Share / Sold
MVA 9/25/000 348,000 $7.47 Private Placement
(D) Not applicable.
(E) Not applicable.
Charles A. Mills, III
---------------------
(A) None.
(B) None.
(C) None.
(D) Not applicable.
(E) Not applicable.
Bradley A. Brown
----------------
(A) None.
(B) None.
(C) None.
(D) Not applicable.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
Page 6 of 7
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement on Schedule 13D is
true, complete and correct.
Date: October 10, 2000
/s/ Bradley A. Brown
---------------------------------
Bradley A. Brown, Vice President,
Secretary/Treasurer
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Page 7 of 7