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Re: flota post# 8741

Monday, 12/06/2004 10:20:39 PM

Monday, December 06, 2004 10:20:39 PM

Post# of 62520
What about this crap ???? it reverts back to the 7/31/01 S-3 This is from the other 424b2 filed on friday which I cant tell the difference between the 11/14/2001 424b2. and there is a whole host of others in the preceding months, 10 Q was vague on # actually resold or converted, from the 12 mil S-3 do you have a running tally ???
A decent number of warrants at .25 but the bulk of the outstanding seems to be at higher than current pps levels ???Many have already been issued just as well from a quick skim thru this.
It may explain all the shares for sale w/ no movement and/or reason for large short position relative to daily volume ???
I hate this friggin crap, dont see the reason for the duplication of the prospectus.
Thoughts ????
List of sellers at end..........

11/14/01 Prospectus
http://knobias.10kwizard.com/filing.php?repo=tenk&ipage=1536684&doc=1&total=&back=2&...
then the most recent:
Fidays 12/3/04 (which is excerpt clipped below and see no difference)
http://knobias.10kwizard.com/filing.php?repo=tenk&ipage=3128478&doc=1&total=&back=2&...



PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED
NOVEMBER 14, 2001

11,049,991 SHARES OF
COMMON STOCK

[PEREGRINE LOGO]

We are filing this Prospectus Supplement to inform you that
Biotechnology Development, Ltd., a Nevada limited partnership ("BTD"), one of
the selling stockholders identified on page 8 of the Prospectus to which this
Prospectus Supplement relates, has assigned and transferred the following to
David E. Legere and Patricia A. Legere, as joint tenants with rights of
survivorship, who are limited partners of BTD:

o up to 400,000 shares of our common stock that are issuable to
BTD on or before January 25, 2005, at an exercise price of
$0.25 per share, upon the exercise of an outstanding warrant
previously issued to BTD in connection with the January 2000
private placement; and

o up to 800,000 shares of our common stock that are issuable to
BTD on or before January 13, 2005, at an exercise price of
$0.25 per share, upon the exercise of an outstanding warrant
previously issued to BTD in connection with the January 2000
private placement.

As of the date of this Prospectus Supplement, the foregoing 1,200,000
shares of common stock represents less than 1% of our issued an outstanding
common stock. David E. Legere and Patricia A. Legere, as joint tenants with
rights of survivorship, are now the selling stockholder with respect to the
foregoing shares of our common stock.

SELLING STOCKHOLDERS

The following table identifies the selling stockholders and indicates
(i) the nature of any position, office or other material relationship that each
selling stockholder has had with us during the past three years (or any of our
predecessors or affiliates) and (ii) the number of shares of common stock owned
by the selling stockholder prior to the offering, the number of shares to be
offered for the selling stockholder's account and the number of shares and
percentage of outstanding shares to be owned by the selling stockholder after
completion of the offering.



--------------------------------- -------------------------------- ---------------------- ----------------------------
NAME OF REGISTERED SHARES BENEFICIALLY OWNED MAXIMUM NUMBER OF SHARES BENEFICIALLY OWNED
SHAREHOLDER PRIOR TO OFFERING(1) SHARES TO BE SOLD AFTER OFFERING(2)
--------------------------------- ----------------- -------------- ---------------------- -------------- -------------
Number Percent Number Percent
--------------------------------- ----------------- -------------- ---------------------- -------------- -------------

SuperGen, Inc.(3)
4140 Dublin Blvd., Suite 200
Dublin, CA 64568 150,000 * 150,000 0 0%
--------------------------------- ----------------- -------------- ---------------------- -------------- -------------
Edward J. Legere (4)
14272 Franklin Ave.
Suite 100
Tustin, CA 92780 9,718,738 8.9% 8,623,809 1,094,929 1.01%
--------------------------------- ----------------- -------------- ---------------------- -------------- -------------
Eric S. Swartz (5)(7)
300 Colonial Center Pkwy
Suite 300
Roswell, GA 30076 2,528,343 2.4% 1,351,108 1,177,235 1.10%
--------------------------------- ----------------- -------------- ---------------------- -------------- -------------
Michael C. Kendrick (6)(7)
300 Colonial Center Pkwy
Suite 300
Roswell, GA 30076 1,492,307 1.4% 925,074 567,233 *
--------------------------------- ----------------- -------------- ---------------------- -------------- -------------

* Represents less than 1%.

(1) Based on an aggregate of 102,549,513 shares of common stock issued and
outstanding as of October 31, 2001.

(2) Assumes that all selling stockholders will resell all of the offered
shares.

(3) Dr. Joseph Rubinfeld, the President & Chief Executive Officer of
SuperGen, Inc., has voting and investment control with respect to these
shares of our common stock. Dr. Rubinfeld disclaims beneficial
ownership of such shares. SuperGen, Inc. has not had a material
relationship with us or any of our affiliates within the past three
years, other than as a result of the negotiation and execution of the
License Agreement with us dated February 13, 2001.

(4) Mr. Legere is our President and Chief Executive Officer, and a director
of our Company. Shares beneficially owned includes 3,318,738 shares
currently issued and outstanding, and up to 6,400,000 shares which are
issuable upon the exercise of outstanding warrants.

Of the 3,318,738 shares currently issued and outstanding:
o 1,523,809 shares were issued to Biotechnology Development,
Ltd., a Nevada limited partnership (BTD) controlled by Mr. Legere,
pursuant to a Termination Agreement dated March 8, 1999 (the "BTD
Termination Agreement", which is hereby incorporated by reference
Exhibit 10.53 filed with our Annual Report on Form 10-K for the year
ended April 30, 1999). BTD is the selling shareholder with respect to
these shares;
o 1,200,000 shares were purchased by BTD in a private
placement we completed in January 2000 (the "January 2000 Private
Placement", the transaction documents for which are hereby incorporated
by reference to Exhibits 10.64 to 10.66 filed with our Quarterly Report
on Form 10-Q for the quarter ended January 31, 2000). BTD is the
selling shareholder with respect to these shares; and

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o 594,929 shares are held of record by Mr. Legere. The resale
of these shares is not being registered hereby.

Of the 6,400,000 shares which may be issued upon the exercise of
outstanding warrants:
o up to 3,700,000 shares are issuable on or before December 1,
2005, at an exercise price of $3.00 per share, upon the exercise of a
warrant issued to BTD in connection with the BTD Termination Agreement.
BTD is the selling shareholder with respect to these underlying shares;
o up to 1,000,000 shares are issuable on or before December 1,
2005, at an exercise price of $5.00 per share, upon the exercise of a
warrant issued to BTD in connection with the BTD Termination Agreement.
BTD is the selling shareholder with respect to these underlying shares;
o up to 1,200,000 shares are issuable on or before January 25,
2005, at an exercise price of $0.25 per share, upon the exercise of a
warrant issued to BTD in connection with the January 2000 Private
Placement. BTD is the selling shareholder with respect to these
underlying shares; and
o up to 500,000 shares are issuable on or before March 31,
2003, at an exercise price of $1.00 per share, upon the exercise of a
warrant issued to Mr. Legere. The resale of these shares is not being
registered hereby.

(5) Mr. Eric S. Swartz has been a director in our Company since November
1999. Shares beneficially owned includes 1,556,765 shares currently
issued and outstanding, and up to 971,578 shares which are issuable
upon the exercise of outstanding warrants.

Of the 1,556,765 shares currently issued and outstanding:
o 236,000 shares were originally purchased by Swartz
Investments, LLC, in our January 2000 Private Placement, and
subsequently assigned to Swartz Ventures, Inc., which is controlled by
Mr. Swartz. Swartz Ventures, Inc. is the selling shareholder with
respect to these shares;
o 355,554 shares were originally issued to Dunwoody Brokerage
Services, Inc. ("Dunwoody") subsequent to May 1, 2000 as placement
agent fees under our equity line agreement with two institutional
investors, and subsequently assigned to Mr. Swartz, who has a
contractual right to one-half of the shares issued to Dunwoody under
the equity line. Mr. Swartz is the selling shareholder with respect to
these shares;
o 610,001 shares were originally issued to Dunwoody prior to
May 1, 2000 as placement agent fees under our equity line agreement,
and subsequently assigned to Mr. Swartz. The resale of these shares is
not being registered hereby.
o 45,455 shares and 65,755 shares were issued to Dunwoody
during August 2001 and September 2001, respectively, as placement agent
fees under our equity line agreement. Mr. Swartz has a contractual
right to one-half of the shares issued to Dunwoody under the equity
line. The resale of these shares is not being registered hereby.

Of the 971,578 shares which may be issued upon the exercise of
outstanding warrants:
o up to 244,000 shares are issuable on or before January 25,
2005, at an exercise price of $0.25 per share, upon the exercise of a
warrant originally issued to Swartz Investments, LLC, in connection
with our January 2000 Private Placement and subsequently assigned to
Mr. Swartz. Mr. Swartz is the selling shareholder with respect to these
underlying shares;
o up to 236,000 shares are issuable on or before January 25,
2005, at an exercise price of $0.25 per share, upon the exercise of a
warrant originally issued to Swartz Investments, LLC, in connection
with our January 2000 Private Placement and subsequently assigned to
Swartz Ventures, Inc. Swartz Ventures, Inc. is the selling shareholder
with respect to these underlying shares;
o up to 35,554 shares are issuable on or before December 31,
2004, at exercise prices ranging from $0.99 to $2.707 per share, upon
the exercise of warrants originally issued to Dunwoody subsequent to
May 1, 2000 pursuant to the equity line agreement, and subsequently
assigned to Mr. Swartz who has a contractual right to one-half of the
warrants issued to Dunwoody. Mr. Swartz is the selling shareholder with
respect to these underlying shares;

9





o up to 69,904 shares are issuable on or before December 31,
2004, at exercise prices ranging from $0.2375 to $3.403 per share, upon
the exercise of warrants originally issued to Dunwoody prior to May 1,
2000 pursuant to the equity line agreement, and subsequently assigned
to Mr. Swartz. The resale of these shares is not being registered
hereby;
o up to 4,545 shares are issuable on or before December 31,
2004, at an exercise price of $1.65 per share, upon the exercise of
warrants issued to Dunwoody during August 2001, pursuant to the equity
line agreement. Mr. Swartz has a contractual right to one-half of the
shares issued to Dunwoody under the equity line. The resale of these
shares is not being registered hereby;
o up to 6,575 shares are issuable on or before December 31,
2004, at an exercise price of $0.78 per share, upon the exercise of
warrants issued to Dunwoody during September 2001, pursuant to the
equity line agreement. Mr. Swartz has a contractual right to one-half
of the shares issued to Dunwoody under the equity line. The resale of
these shares is not being registered hereby;
o up to 191,250 shares are issuable on or before November 19,
2004, at an initial exercise price of $0.46875 per share, upon the
exercise of a warrant originally issued to Swartz Private Equity, LLC.
on November 19, 1999, and subsequently assigned to Mr. Swartz, who has
a contractual right to one-half of the warrants issued to Swartz
Private Equity. The resale of these shares is not being registered
hereby; and
o up to 183,750 shares are issuable on or before November 19,
2004, at an initial exercise price of $0.46875 per share, upon the
exercise of a warrant originally issued to Swartz Private Equity, LLC.
on November 19, 1999, and subsequently assigned to Swartz Ventures,
Inc. The resale of these shares is not being registered hereby.

(6) Mr. Michael C. Kendrick has not had a material relationship with us or
any of our affiliates within the past three years, other than as a
result of his affiliation with Swartz Investments, LLC, and Dunwoody.
Shares beneficially owned includes 731,729 shares currently issued and
outstanding, and up to 760,578 shares which are issuable upon the
exercise of outstanding warrants.

Of the 731,729 shares currently issued and outstanding:
o 163,200 shares were originally purchased by Swartz
Investments, LLC in our January 2000 Private Placement, and
subsequently assigned to Kendrick Capital Management, Inc., which is
controlled by Mr. Kendrick. Kendrick Capital Management, Inc. is the
selling shareholder with respect to these shares;
o 156,800 shares were originally purchased by Swartz
Investments, LLC in our January 2000 Private Placement, and
subsequently assigned to Kendrick Ventures, Inc., which is controlled
by Mr. Kendrick. Kendrick Ventures, Inc. is the selling shareholder
with respect to these shares;
o 249,520 shares were originally issued to Dunwoody Brokerage
Services, Inc. ("Dunwoody") subsequent to May 1, 2000 as placement
agent under our equity line agreement with two institutional investors,
and subsequently assigned to Mr. Kendrick, who has a contractual right
to one-half of the shares issued to Dunwoody. Mr. Kendrick is the
selling shareholder with respect to these shares;
o 51,000 shares are held in the name of Kendrick Capital
Management, Inc. These shares were issued upon the exercise of a
warrant originally issued to Swartz Private Equity, LLC on November 19,
1999, and subsequently assigned to Kendrick Capital Management, Inc.
The resale of these shares is not being registered hereby; and
o 45,454 shares and 65,755 shares were issued to Dunwoody
during August 2001 and September 2001, respectively, as placement agent
fees under our equity line agreement. Mr. Kendrick has a contractual
right to one-half of the shares issued to Dunwoody under the equity
line. The resale of these shares is not being registered hereby.

Of the 760,578 shares which may be issued upon the exercise of
outstanding warrants:
o up to 163,200 shares are issuable on or before January 25,
2005, at an exercise price of $0.25 per share, upon the exercise of a
warrant originally issued to Swartz Investments, LLC, in connection
with our January 2000 Private Placement and subsequently assigned to
Kendrick Capital Management, Inc. Kendrick Capital Management, Inc. is
the selling shareholder with respect to these underlying shares;
o up to 156,800 shares are issuable on or before January 25,
2005, at an exercise price of $0.25 per share, upon the exercise of a
warrant originally issued to Swartz Investments, LLC, in connection
with our January 2000 Private Placement and subsequently assigned to
Kendrick Ventures, Inc. Kendrick Ventures, Inc. is the selling
shareholder with respect to these underlying shares;

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