UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
StemCells, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
85857R105
(CUSIP Number)
May 15, 2003
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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 (however, see the
Notes).
Page 1 of 5 Pages
CUSIP No. 85857R105 13G Page 2 of 5 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Millennium Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
4,000,000
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
4,000,000
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,000,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
11.85%
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(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 85857R105 13G Page 3 of 5 Pages
This Amendment No. 4 (this "Amendment") is hereby filed pursuant to
Rule 13d-2(d) with respect to the shares of common stock, par value $0.01 per
share (the "Common Stock") of StemCells, Inc. (the "Issuer") and amends and
supplements the Schedule 13G originally filed by the Reporting Person on
September 12, 2000 with the Securities Exchange Commission (the "SEC"), as
amended by Amendment No. 1 filed with the SEC on February 23, 2001, Amendment
No. 2 filed with the SEC on December 14, 2001 and Amendment No. 3 filed with the
SEC on December 21, 2001, in connection with its beneficial ownership of shares
of the Common Stock. In this Amendment, the undersigned amends and restates the
entire text of Items 4, 7 and 10.
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:
The Reporting Person may be deemed the beneficial owner of:
(i) 4,000,000 shares of Common Stock held outright by
Riverview Group, LLC, a Delaware limited liability company and
wholly-owned subsidiary of the Reporting Person ("Riverview")
and (ii) subject to the Ownership Limitation (defined below),
(x) 2,420,726 shares of Common Stock currently issuable to
Riverview upon the exercise of certain warrants (the
"Warrants") and (y) 1,000,000 shares of Common Stock currently
issuable to Riverview upon the conversion of shares of the
Issuer's 3% Cumulative Convertible Preferred Stock (the
"Preferred Stock").
In accordance with Rule 13d-4 under the Securities Exchange
Act of 1934, as amended, because the number of shares of
Common Stock into which the Warrants and shares of Preferred
Stock are exercisable or convertible, as applicable, are
limited, pursuant to the terms of the Warrants and certificate
of designations covering the Preferred Stock, to that number
of shares of Common Stock which would result in Riverview
having aggregate beneficial ownership of not more than 9.99%
of the total issued and outstanding shares of Common Stock
(the "Ownership Limitation"), the Reporting Person disclaims
beneficial ownership of any and all shares of Common Stock
that would cause Riverview's aggregate beneficial ownership to
exceed the Ownership Limitation.
Therefore, as of the date of filing of this Amendment, in
accordance with the Ownership Limitation, the Reporting Person
may be deemed the beneficial owner of 4,000,000 shares of
Common Stock, and disclaims beneficial ownership of 3,420,726
shares of Common Stock.
(b) Percent of class:
Approximately 11.85% as of the date of filing of this
Amendment. (Based on confirmation of the Issuer's transfer agent to the
CUSIP No. 85857R105 13G Page 4 of 5 Pages
Reporting Person there were 29,768,273 shares of Common Stock issued and
outstanding as of the close of business on May 13, 2003 and on May 15, 2003, the
Issuer issued 4,000,000 shares of Common Stock to Riverview.)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
4,000,000 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
4,000,000 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of
0
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
The 4,000,000 shares of Common Stock referred to in the first
paragraph of Item 4(a) above are held by Riverview.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
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 that purpose or effect.
CUSIP No. 85857R105 13G Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: May 27, 2003
MILLENNIUM PARTNERS, L.P.
By: /s/ Robert Williams
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Name: Robert Williams
Title: Chief Financial Officer