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 6 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 6 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James Thomas Martin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
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) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES 719,500
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 229,035
10 SHARED DISPOSITIVE POWER
PERSON WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
719,500
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)
35.1%
14 TYPE OF REPORTING PERSON*
IN
*See Instructions Before Filling Out!
Amendment No. 3
To
SCHEDULE 13D
FOR
James T. Martin
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
(A) James Thomas Martin
(B) Agars Island c/o Mainsail 11 Lulworth LN
Point Shares, Pembroke Bermuda HM 05
(C) James T. Martin is a lecturer, author and consultant.
(D) During the past five years, James T. Martin has not
been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors.
(E) During the past five years, James T. Martin 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) James T. Martin is a citizen of Bermuda (subject of
Great Britain).
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 personal funds.
Item 4. Purpose of Transaction
James T. Martin has purchased shares of Common Stock for
investment purposes.
There are no plans or proposals which James T. Martin 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;
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(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
(A) The aggregate number and percentage of Common Stock
beneficially owned by James T. Martin are 719,500 shares
and 35.1%, respectively.
(B) James T. Martin has the sole power to vote or to
direct the vote of the shares identified pursuant to Item
5(a). James T. Martin has sole power to dispose or to
direct the disposition of 229,035 shares identified
pursuant to Item 5(a).
(C) Purchases the securities identified pursuant to Item
5(a) within the last 60 days:
Beneficial Date of Number of Price Per How Acquired
Owner Transaction Shares Share / Sold
James Martin 9/25/00 348,000 $7.47 Private Placement
(D) Not applicable.
(E) Not applicable.
Page 4 of 6
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 5 of 6
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/ James T. Martin
-------------------
James T. Martin
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
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