SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.9)
Bentley Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
082657107
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(CUSIP Number)
(Page 1 of 5)
CUSIP No. 082657107 13G Page 2 of 5 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Renaissance Capital Growth & Income Fund III, Inc. 75-25333518
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texax
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 686,991
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY None
________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 686,991
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH None
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
686,991
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.98%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IV
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 082657107 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Bentley Pharmaceuticals, Inc. ("Company")
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
4890 West Kennedy Blvd., #400
Tampa, FL 33609
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Item 2(a). Name of Person Filing:
Renaissance Capital Growth & Income Fund III, Inc. ("Filer")
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Item 2(b). Address of Principal Business Office, or if None, Residence:
8080 North Centray Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
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Item 2(c). Citizenship:
Texas
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Item 2(d). Title of Class of Securities:
Common Stock
____________________________________________________________________
Item 2(e). CUSIP Number:
75966V105
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [X] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 082657107 13G Page 4 of 5 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
At May 1, 2002, Renaissance Capital Growth & Income Fund III, Inc.,
("Renaissance III" or "Filer") owned 774,979 shares of the Company's
common stock and ten-year options to purchase 12,012 shares that
vested June 9, 2001, with an exercise price of $7.25 per share. On
April 30, 2002, Renaissance III sold 75,000 shares of the Company's
common stock on the open market for $11.40 per share. On May 1, 2002,
Renaissance III sold 25,000 shares of common stock on the open market
for $11.55 per share. Thus, at May 31, 2002, the Filer owned 686,991
shares of the Company's common stock on a fully converted basis.
The Investment Adviser for Renaissance III is Renaissance Capital
Group, Inc., which is also Investment Manager for Renaissance US
Growth and Income Trust PLC ("Renaissance US") and Investment Adviser
for BFS US Special Opportunities Trust PLC ("BFS US"). Both
Renaissance US and BFS US also own shares of Bentley Pharmaceuticals,
Inc.
______________________________________________________________________
(b) Percent of class:
3.98%
______________________________________________________________________
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
686,991
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
686,991
(iv) Shared power to dispose or to direct the disposition of
None
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [X].
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
Not applicable
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
Not applicable
CUSIP No. 082657107 13G Page 5 of 5 Pages
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Not applicable
_______________________________________________________________________
Item 10. Certifications.
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such purpose or effect."
(b) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 6, 2002
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(Date)
/S/ Russell Cleveland
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(Signature)
Russell Cleveland, President and CEO
Renaissance Capital Growth & Income
Fund III, Inc.
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(Name/Title)