formsc13da.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 5)
 
BIOTIME INC.
(Name of Issuer)
Common Shares, no par value
  
09066L105
(Title of class of securities)
  
(CUSIP number)

Steven Bayern
26 West Broadway #1004
Long Beach, NY 11561
 
(516) 431-2121
(Name, address and telephone number of person authorized to receive notices and communications)

 
September 2, 2008
(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:  When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
(Continued on following page(s))
(Page 1 of 12 Pages)
 
 
 
 
 
CUSIP No. 09066L105
13D
Page 2 of 11 Pages

1
NAME OF REPORTING PERSON:  Cyndel & Co., Inc.
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:   ____________**
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) S
(b) £
3
SEC USE ONLY
4
SOURCE OF FUNDS:  WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  New York
NUMBER OF
SHARES
7
SOLE VOTING POWER
169,227
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
0
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
169,227
PERSON WITH
10
SHARED DISPOSITIVE POWER:
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
169,227
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.7%
14
TYPE OF REPORTING PERSON:
CO

 
 
 
 
CUSIP No. 09066L105
13D
Page 3 of 11 Pages

1
NAME OF REPORTING PERSON:  Steven Bayern.
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:  **
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) S
(b) £
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):
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  United States
NUMBER OF
SHARES
7
SOLE VOTING POWER:
  
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
991,721
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
10
SHARED DISPOSITIVE POWER:
991,721
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 
991,721
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.1%
14
TYPE OF REPORTING PERSON:
IN

 
 
 
 
CUSIP No. 09066L105
13D
Page 4 of 11 Pages

1
NAME OF REPORTING PERSON:  Cynthia Bayern.
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:  **
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) S
(b) £
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):
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  United States
NUMBER OF
SHARES
7
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
379,300
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
0
PERSON WITH
10
SHARED DISPOSITIVE POWER:
379,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:3
379,300
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.6%
14
TYPE OF REPORTING PERSON:
IN

 
 
 
 
CUSIP No. 09066L105
13D
Page 5 of 11 Pages
 
1
NAME OF REPORTING PERSON:  Patrick Kolenick.
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) S
(b) £
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):
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF
SHARES
7
SOLE VOTING POWER:
435,100
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER:
604,327
EACH
REPORTING
9
SOLE DISPOSITIVE POWER:
435,100
PERSON WITH
10
SHARED DISPOSITIVE POWER:
604,327
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON:
1,039,427
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.3%
14
TYPE OF REPORTING PERSON:
IN

 
 
 
 
CUSIP No. 09066L105
13D
Page 6 of 11 Pages

1
NAME OF REPORTING PERSON:  Huntington Laurel Partnership
 
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) S
(b) £
3
SEC USE ONLY
4
SOURCE OF FUNDS:  WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION:  New York
NUMBER OF
SHARES
7
SOLE VOTING POWER: 
443,194
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER: 
0
EACH
REPORTING
9
SOLE DISPOSITIVE POWER: 
443,194
PERSON WITH
10
SHARED DISPOSITIVE POWER: 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 443,194
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):.
1.9%
14
TYPE OF REPORTING PERSON:
PN

 
 
 
 
This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Statement on Schedule 13D dated December 26, 2005, as amended by Amendment No. 1 dated April 18, 2006, Amendment No. 2 dated July 19, 2006, Amendment No. 3 dated August 3, 2006, and Amendment No. 4 dated February 20, 2007 (the “Statement”)) relating to the common shares, no par value (the “Shares”), of BioTime Inc., a California corporation (the “Company”), and is filed by and on behalf of the undersigned reporting persons (collectively, the “Reporting Persons”).  Unless otherwise defined herein, all capitalized terms used herein shall have the meanings previously ascribed to them in the previous filing of the Statement.

ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
The information on each Reporting Person’s respective cover sheet and presented in response to Item 6 is incorporated by reference herein.

 
ITEM 4.
PURPOSE OF TRANSACTION
 
The information presented in response to Item 6 is incorporated by reference herein.


ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER

(a)           As of the date of this statement, each of the Reporting Persons beneficially owned the Shares and the percentage of the outstanding Shares of the Company shown on their respective cover page, which information is incorporated by reference herein by such Reporting Person.  The percentages are based upon the number of shares shown as outstanding on the Company’s annual report on Form 10-Q for the three months ended June 30, 2008.

(b)           As of the date of this statement, each of the Reporting Persons had the sole or shared power to vote or direct the vote, and the shared power to dispose or to direct the disposition of the Shares shown on their respective cover page, which information is incorporated by reference herein by such person.  Steven Bayern and Cynthia Bayern are deemed to share voting and investment power with respect to the Share and Warrants they individually own.  Cynthia Bayern is not deemed to share voting or investment power with respect to Shares and Warrants held by Cyndel or by Huntington Laurel partnership even though Steven Bayern shares voting and investment power with respect to those Shares and Warrants with Patrick Kolenik.  Steven Bayern and Cynthia Bayern disclaim beneficial ownership of the Shares owned by Mr. Kolenik.  Patrick Kolenik disclaims beneficial ownership of the Shares owned by Steven Bayern and Cynthia Bayern.

(c)           Schedule I shows information concerning sales of Shares and Warrants of the Company by the Reporting Persons since the filing of Amendment No. 4.  The sales reported on Schedule I were made through open market transactions.  Other information concerning transactions by the Reporting Persons since the filing of Amendment No. 4 is set forth in Item 6.

(d)           No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported in this Statement.

 
Page 7 of 11
 

(e)           Not applicable.

ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

On April 9, 2008, Steven Bayern entered into a Consulting Agreement with the Company, under which Mr. Bayern provides financial relations services.  The Company granted Mr. Bayern an option to purchase 250,000 Shares at exercise prices shown in the table below.  The option will not be exercisable except to the extent it has vested.  The option will vest, and thereby become exercisable, in installments, in the number of shares, and on the dates shown in following table:


Number of Option Shares
Exercise Price Per Share
Vesting Date
$1.00
April 9, 2008
50,000
$1.25
December 1, 2008
50,000
$1.50
March 1, 2009
75,000
$2.00

Only the vested portion of the option is included in the Shares shown in this Report as beneficially owned by Mr. Bayern.

The option will vest only if Mr. Bayern is still engaged as a consultant on the vesting date.  If the Company terminates the consulting agreement after September 1, 2008 and the termination date is not a vesting date, the option will vest as to a portion of the shares that would have vested on the next vesting date, based upon the number of days elapsed since September 1, 2008, with respect to the portion of the option scheduled to vest on December 1, 2008, or based upon the number of days elapsed since the previous vesting date in all other cases.  The option expires at 5:00 p.m., California time, on August 31, 2011 and will not be exercisable after that time.

The Company will pay Mr. Bayern a fee of $5,000 per month commencing September 1, 2008 if the consulting agreement remains in effect.  Either the Company or Mr. Bayern may elect to terminate the consulting agreement at any time upon written notice.  Otherwise, the consulting agreement will terminate on August 31, 2009, or upon his death or disability.

 
Page 8 of 11
 
 
SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information contained in this Statement is true, complete and correct.

Dated:  September 3, 2008

   
Steven Bayern
  
   
   
Cynthia Bayern
  
   
   
Patrick Kolenik
  
   
   
Cyndel & Co., Inc.
  


By:
 
  
 
Patrick Kolenik, President
  


Huntington Laurel Partnership

By:
Huntington Laurel Capital Management LLC
 
General Partner
 
 
By:
    
   
Steven Bayern,
  
   
Member
  


 
By:
    
   
Patrick Kolenik
  
   
Member
  

 
Page 9 of 11
 

SCHEDULE I

Common Shares Sold

Seller
  
Date
  
Number of Shares
  
Price Per Share
Cynthia Bayern
  
May 3, 2007
  
16,500
  
$0.70
Cynthia Bayern
  
May 4, 2007
  
2,500
  
$0.70
Cynthia Bayern
  
May 7, 2007
  
7,500
  
$0.65
Cynthia Bayern
  
August 4, 2008
  
2,500
  
$0.85
Cynthia Bayern
  
August 5, 2008
  
7,500
  
$0.80
Cynthia Bayern
  
August 6, 2008
  
30,000
  
$0.89
Steven Bayern
  
August 28, 2008
  
80,000
  
$1.376
Steven Bayern
  
August 29, 2008
  
5,000
  
$1.58
Steven Bayern
  
August 29, 2008
  
5,000
  
$1.60
Steven Bayern
  
August 29, 2008
  
5,000
  
$1.68
Steven Bayern
  
August 29, 2008
  
5,000
  
$1.72
Steven Bayern
  
August 29, 2008
  
5,000
  
$1.75
Steven Bayern
  
August 29, 2008
  
5,000
  
$1.79
Steven Bayern
  
August 29, 2008
  
5,000
  
$1.78
Steven Bayern
  
August 29, 2008
  
5,000
  
$1.75
Steven Bayern
  
August 29, 2008
  
5,000
  
$1.79
Steven Bayern
  
September 2, 2008
  
3,000
  
$1.79
Cyndel & Co.
  
August 29, 2008
  
6,249
  
$1.44
Cyndel & Co.
  
August 29, 2008
  
5,000
  
$1.46
Cyndel & Co.
  
August 29, 2008
  
5,000
  
$1.58
Cyndel & Co.
  
August 29, 2008
  
5,000
  
$1.50
Cyndel & Co.
  
August 29, 2008
  
5,000
  
$1.53
Cyndel & Co.
  
August 29, 2008
  
5,000
  
$1.64
Cyndel & Co.
  
August 29, 2008
  
5,000
  
$1.73
Cyndel & Co.
  
August 29, 2008
  
4,400
  
$1.70
Cyndel & Co.
  
August 29, 2008
  
5,600
  
$1.72
Cyndel & Co.
  
September 2, 2008
  
25,000
  
$1.82

 
Page 10 of 11
 

Warrants Sold

Seller
  
Date
  
Number of Warrants
  
Price Per Warrant
Cynthia Bayern
  
May 3, 2007
  
10,000
  
$0.20
Cynthia Bayern
  
May 7, 2007
  
7,000
  
$0.16
Cynthia Bayern
  
May 8, 2007
  
8,000
  
$0.16
Cynthia Bayern
  
May 29, 2007
  
5,000
  
$0.20
Steven Bayern
  
October 23, 2007
  
5,000
  
$0.10
Cynthia Bayern
  
August 28, 2008
  
5,300
  
$0.25
Steven Bayern
  
August 28, 2008
  
25,000
  
$0.25
Cynthia Bayern
  
August 29, 2008
  
8,900
  
$0.34
Cynthia Bayern
  
August 29, 2008
  
3,500
  
$0.40
 
The Shares shown as having been sold by Cynthia Bayern were owned by her in a partnership with an unaffiliated third party.  That partnership no longer owns any Shares.
 
 
Page 11 of 11