SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on May 3, 2002
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. 4)(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)
June 6, 2001
(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*
N/A
- --------------------------------------------------------------------------------
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
-0-
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -0-
--------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
504,369
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,369
- --------------------------------------------------------------------------------
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)
24.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
*See Instructions Before Filling Out!
Amendment No. 4
To
SCHEDULE 13D
FOR
Mills Value Adviser, Inc.
Item 1. Security and Issuer
This Amendment No. 4 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"). It corrects Amendment No. 3 to the Schedule
13D with respect to total ownership of Common Stock of the
Issuer by Mills Value Adviser, Inc and certain background
information pertaining to Mills Value Adviser, Inc.
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. During the past five
years, the Corporation has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and 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.
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) During the past five years, Mr. Mills has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction and 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) 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
forming the basis for the original Schedule 13D, dated October
23, 1997, 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. This
Amendment No. 4 merely corrects Amendment No. 3 with respect
to total ownership by Mills Value Adviser, Inc. of Common
Stock and with respect to certain background information
pertaining to Mills Value Adviser, Inc.
Item 4. Purpose of Transaction
The Corporation, an investment advisory firm, through
discretionary investment authority granted to it by its
clients, has previously 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;
Page 4 of 7
(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 504,369 shares
and 24.3%, 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) Transactions in the securities identified pursuant to
Item 5(a) within the last 60 days:
Page 5 of 7
Beneficial Owner Date of Number of Price Per Share How Acquired / Sold
Transaction Shares
No
Transactions
(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: June 6, 2001
/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