General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 7 32K
2: EX-1 Underwriting Agreement 4 13K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 1 6K
Liquidation or Succession
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PHOTRAN CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
719404105
(CUSIP number)
JOHN L. THOMPSON
SJMB, L.P.
c/o SJMB, L.L.C.
1980 POST OAK BLVD., SUITE 2030
HOUSTON, TEXAS 77056
(713) 871-0799
(Name, address and telephone number of person
authorized to receive notices and communications)
April 8, 1998
(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. [ ]
Check the following box if a fee is being paid with this statement. [ ]
The information required in 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
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
CUSIP No. 719404105
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1 NAME OF REPORTING PERSONS SJMB, L.P.
S.S. NUMBER OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 76-0559975
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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 Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,512,000
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,512,000
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,512,000
REPORTING PERSON
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON PN
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-2-
CUSIP No. 719404105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS SJMB, L.L.C.
S.S. NUMBER OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 76-0559975
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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 Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,512,000
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,512,000
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,512,000
REPORTING PERSON
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
--------------------------------------------------------------------------------
-3-
ITEM 1. Security and Issuer.
SJMB, L.P., a Delaware investment limited partnership (the "Partnership"), has
acquired beneficial ownership of 1,512,000 shares (the "Shares") of the common
stock, no par value (the "Common Stock"), of Photran Corporation, a Minnesota
corporation ("PTRN"). The address of PTRN's offices is 21875 Grenada Avenue,
Lakeville, Minnesota 55044.
ITEM 2. Identity and Background.
SJMB, L.L.C., a Delaware Corporation ("SJMB"), is the general partner of the
Partnership. The principal business of SJMB is investment management. The
directors of SJMB are Charles E. Underbrink, John L. Thompson, Alan D.
Feinsilver, Titus H. Harris, Jr., and Edward R. Naumes. The executive officers
of SJMB are Messrs. Underbrink, Thompson, and Feinsilver. The business address
of SJMB is 1980 Post Oak Blvd., Suite 2030, Houston, Texas 77056. The principal
occupation of each of the executive officers and directors is investment
management and each is a citizen of the United States. Mr. Harris is a Partner
of Harris, Webb, and Garrison, Inc., a regional investment banking firm with its
principal business address at 5599 San Felipe, Suite 301, Houston, Texas 77056.
Mr. Naumes is the President of Legacy Trust Company, a private trust company
with its principal address at 600 Jefferson, Suite 350, Houston, Texas 77002.
None of SJMB or its executive officers and directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years and has not been subject to a judgement, 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.
ITEM 3. Source and Amount of Funds or other Consideration.
All of the funds used for the purchase of the Shares came from current working
capital of the Partnership, funded by its partners or from borrowed funds.
ITEM 4. Purpose of Transaction.
The Partnership has acquired its beneficial ownership in the Shares for
investment purposes only. The Partnership intends to continually review its
investment in PTRN. Depending upon future evaluations of the business prospects
of PTRN and upon other developments, including, but not limited to, general
economic and business conditions and stock market conditions, the Partnership
may determine from time to time to purchase additional shares of Common Stock,
exercise any of the warrants described in item 5, convert the Revised
Convertible Note (as defined hereinafter) and dispose of all or a portion of any
shares of Common Stock acquired, or a combination thereof.
ITEM 5. Interest in Securities of the Issuer.
The Partnership beneficially owns 1,512,000 shares of Common Stock, which
represents 21.4% of the outstanding shares of Common Stock. The Partnership has
the sole power to vote and dispose the Shares.
-4-
Effective February 9, 1998, PTRN and St. James Capital Partners, L.P. ("SJCP"),
an affiliate of the Partnership, entered into a financing arrangement pursuant
to which PTRN agreed to issue 1,225,000 warrants and a Convertible Promissory
Note in the principal amount of $3,500,000 (the "Convertible Note") in exchange
for $3,500,000 (the "Financing"). The unpaid principal amount of the Convertible
Note, together with any unpaid interest accrued thereon, is convertible in whole
or in part at any time into shares of Common Stock based on a conversion price
of $4.00, subject to adjustment for certain dilutive events. SJCP has the right
to acquire up to 875,000 shares of Common Stock upon the conversion of the
Convertible Note. The terms and conditions of the Financing are governed by that
certain Agreement of Purchase and Sale dated February 9, 1998, by and between
PTRN and SJCP (the "Purchase Agreement"). The Financing closed on February 9,
1998.
Additionally, on February 9, 1998, PTRN and SJCP executed a Registration Rights
Agreement pursuant to which PTRN granted to SJCP certain demand and piggy-back
registration rights with respect to the Shares that are issuable upon conversion
of the Convertible Note and upon exercise of the warrants issued in connection
with the Financing (the "Registration Rights Agreement"). The Registration
Rights Agreement contains standard standstill and indemnification provisions and
contains a provision providing for the amendment of the Registration Rights
Agreement to incorporate the terms of any more favorable registration rights
granted to a third party by PTRN.
An Assignment and Acceptance was executed as of April 8, 1998 assigning to the
Partnership 80% of SJCP's interest in and to all of SJCP's rights, and 100% of
SJCP's obligations under the Purchase Agreement and transaction documents as of
April 8, 1998 including, without limitation, such percentage interest in SJCP's
obligation to make advances, the advances owing to SJCP, the Convertible Note
held by SJCP, the warrants held by SJCP, SJCP's interest in collateral, and
SJCP's registration rights in respect of Common Stock.
Effective as of April 8, 1998, PTRN and the Partnership executed a revised
Convertible Promissory Note (the "Revised Convertible Note") of which the terms
and conditions are governed by the Assignment and Acceptance dated April 8,
1998. Up to 700,000 shares of Common Stock shall be issuable upon conversion of
the Revised Convertible Note within the next sixty (60) days. The Revised
Convertible Note bears interest at a rate of ten percent (10%) per annum and may
be converted by the Partnership at any time.
980,000 of SJCP's 1,225,000 warrant shares were assigned to the Partnership
under the terms of the Assignment and Acceptance dated April 8, 1998. Such
warrants are presently exercisable at a price of $4.00 per share, subject to
adjustment for certain dilutive events, and are evidenced by a Warrant
Certificate dated April 8, 1998. These warrants expire on April 8, 2003.
Following the Assignment and Acceptance executed as of April 8, 1998 between
SJCP and the Partnership, the Partnership assigned a portion of the Revised
Convertible Note ($280,000) and warrants to purchase shares of Common Stock
(98,000 warrant shares) to an unrelated third party leaving the Partnership with
a Revised Convertible Note of $2,520,000 convertible into 630,000 shares of
Common Stock and warrants to purchase 882,000 shares of Common Stock.
-5-
SJMB and the limited partners of the Partnership are entitled to profits and
losses resulting from any disposition of the Shares in accordance with the
provisions of the Partnership's Agreement of Limited Partnership (the
"Partnership Agreement").
ITEM 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
Effective February 9, 1998, PTRN and St. James Capital Partners, L.P. ("SJCP"),
an affiliate of the Partnership, entered into a financing arrangement pursuant
to which PTRN agreed to issue 1,225,000 warrants and a Convertible Promissory
Note in the principal amount of $3,500,000 (the "Convertible Note") in exchange
for $3,500,000 (the "Financing"). The unpaid principal amount of the Convertible
Note, together with any unpaid interest accrued thereon, is convertible in whole
or in part at any time into shares of Common Stock based on a conversion price
of $4.00, subject to adjustment for certain dilutive events. SJCP has the right
to acquire up to 875,000 shares of Common Stock upon the conversion of the
Convertible Note. The terms and conditions of the Financing are governed by that
certain Agreement of Purchase and Sale dated February 9, 1998, by and between
PTRN and SJCP (the "Purchase Agreement"). The Financing closed on February 9,
1998.
Additionally, on February 9, 1998, PTRN and SJCP executed a Registration Rights
Agreement pursuant to which PTRN granted to SJCP certain demand and piggy-back
registration rights with respect to the Shares that are issuable upon conversion
of the Convertible Note and upon exercise of the warrants issued in connection
with the Financing (the "Registration Rights Agreement"). The Registration
Rights Agreement contains standard standstill and indemnification provisions and
contains a provision providing for the amendment of the Registration Rights
Agreement to incorporate the terms of any more favorable registration rights
granted to a third party by PTRN.
An Assignment and Acceptance was executed as of April 8, 1998 assigning to the
Partnership 80% of SJCP's interest in and to all of SJCP's rights, and 100% of
SJCP's obligations under the Purchase Agreement and transaction documents as of
April 8, 1998 including, without limitation, such percentage interest in SJCP's
obligation to make advances, the advances owing to SJCP, the Convertible Note
held by SJCP, the warrants held by SJCP, SJCP's interest in collateral, and
SJCP's registration rights in respect of Common Stock.
Effective as of April 8, 1998, PTRN and the Partnership executed a revised
Convertible Promissory Note (the "Revised Convertible Note") of which the terms
and conditions are governed by the Assignment and Acceptance dated April 8,
1998. Up to 700,000 shares of Common Stock shall be issuable upon conversion of
the Revised Convertible Note within the next sixty (60) days. The Revised
Convertible Note bears interest at a rate of ten percent (10%) per annum and may
be converted by the Partnership at any time.
980,000 of SJCP's 1,225,000 warrant shares were assigned to the Partnership
under the terms of the Assignment and Acceptance dated April 8, 1998. Such
warrants are presently exercisable at a price of $4.00 per share, subject to
adjustment for certain dilutive events, and are evidenced by a Warrant
Certificate dated April 8, 1998. These warrants expire on April 8, 2003.
-6-
Following the Assignment and Acceptance executed as of April 8, 1998 between
SJCP and the Partnership, the Partnership assigned a portion of the Revised
Convertible Note ($280,000) and warrants to purchase shares of Common Stock
(98,000 warrant shares) to an unrelated third party leaving the Partnership with
a Revised Convertible Note of $2,520,000 convertible into 630,000 shares of
Common Stock and warrants to purchase 882,000 shares of Common Stock.
SJMB and the limited partners of the Partnership are entitled to profits and
losses resulting from any disposition of the Shares in accordance with the
provisions of the Partnership Agreement. Except as set forth above, no contract,
agreement, understanding or relationship relates to the transfer or voting of
any security, finder's fee, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. Exhibits.
Exhibit No. Description of Exhibit
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1 Assignment and Acceptance dated April 8, 1998 by
and between SJCP and the Partnership
2 Joint Acquisition Statement Pursuant to Rule
13D-(1)(f)(1)
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.
SJMB, L.P.
BY: SJMB, L.L.C.,
general partner
June 30, 1998
--------------------------------------
Date
/s/ JAMES H. HARRISON
--------------------------------------
Signature
JAMES H. HARRISON, Vice President
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Name/Title
SJMB, L.L.C.
June 30, 1998
--------------------------------------
Date
/s/ JAMES H. HARRISON
--------------------------------------
Signature
JAMES H. HARRISON, Vice President
--------------------------------------
Name/Title
-7-
Dates Referenced Herein and Documents Incorporated by Reference
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