CUSIP No. 774374 10 2
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Rockwell Medical Technologies, Inc.
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(Name of Issuer)
Common Shares, no par value per share
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(Title of Class of Securities)
774374 10 2
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(CUSIP Number)
Robert L. Chioini
30142 Wixom Road
Wixom, Michigan 48393
(248) 960-9009
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 2005
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(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 that is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*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 on 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 (however, see the
Notes).
Page 1 of 6 pages
CUSIP No. 774374 10 2
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)..............................Robert L. Chioini
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)....................................................................................................[ ]
(b)....................................................................................................[ ]
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3. SEC Use Only..............................................................................................
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4. Source of Funds (See Instructions)......................................................................PF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)....................[ ]
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6. Citizenship or Place of Organization..............................................United States of America
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7. Sole Voting Power.....................................................2,472,516
Number of ----------------------------------------------------------------------------------------
Shares 8. Shared Voting Power...........................................................0
Beneficially ----------------------------------------------------------------------------------------
Owned by Each 9. Sole Dispositive Power................................................2,472,516
Reporting ----------------------------------------------------------------------------------------
Person With: 10. Shared Dispositive Power......................................................0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person.....................................2,472,516
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)...................[ ]
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13. Percent of Class Represented by Amount in Row (11)...................................................23.2%
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14. Type of Reporting Person (See Instructions).............................................................IN
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Page 2 of 6 pages
CUSIP No. 774374 10 2
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is Common Shares, no par value per share ("Common Shares"), of Rockwell
Medical Technologies, Inc., a Michigan corporation ("Rockwell"). The address of
Rockwell's principal executive offices is 30142 Wixom Road, Wixom, Michigan
48393.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Robert L. Chioini, who is referred to
in this Schedule as the "Reporting Person". The Reporting Person's present
principal occupation or employment is President and Chief Executive Officer of
Rockwell. The Reporting Person's business address is 30142 Wixom Road, Wixom,
Michigan 48393.
The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
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.
The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This statement is being filed to report the grant of stock options to
the Reporting Person by Rockwell on October 2, 2001, October 11, 2001, December
16, 2002, June 18, 2003, September 17, 2003, January 13, 2004, December 22, 2004
and December 15, 2006; the exercise by the Reporting Person of stock options on
October 2, 2001 and September 24, 2002; the vesting of options held by the
Reporting Person on September 17, 2004, October 11, 2004, December 16, 2004,
December 22, 2004, January 13, 2005, June 18, 2005, September 17, 2005, December
16, 2005 and December 22, 2005; and the acceleration on December 15, 2005 of the
vesting date of the balance of the Reporting Person's unvested options to
December 31, 2005. The options were granted by Rockwell to the Reporting Person
as compensation and without consideration. The Reporting Person paid $50,000 to
acquire 74,516 Common Shares upon the exercise of stock options on October 22,
2001 and $24,600 to acquire 30,000 Common Shares upon the exercise of stock
options on September 24, 2002. The payment of the exercise price of such stock
options was paid from personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person was granted and exercised stock options for Common
Shares. The options were granted to the Reporting Person under Rockwell's stock
option plan to secure for Rockwell the benefits of the additional incentive
inherent in the ownership of its Common Shares by the Reporting Person, a key
employee of Rockwell, and to help Rockwell retain the services of the Reporting
Person and compensate him for those services.
Page 3 of 6 pages
CUSIP No. 774374 10 2
The Reporting Person may, from time to time, acquire additional Common
Shares (1) by the exercise or additional vesting of his options, (2) by the
grant of additional options to him by Rockwell, (3) from time to time for
investment purposes if market conditions are favorable, or (4) any combination
of the foregoing. The Reporting Person may also dispose of some of all of the
Common Shares that he beneficially owns, periodically, by public or private sale
(registered or unregistered and with or without the simultaneous sale of
newly-issued Common Shares by Rockwell), gift, pledge, expiration of options or
otherwise, including, without limitation, sales of Common Shares by the
Reporting Person pursuant to Rule 144 under the Securities Act of 1933, as
amended, or otherwise. The Reporting Person reserves the right not to acquire
Common Shares or not to dispose of all or part of such Common Shares if he
determines such acquisition or disposal is not in his best interests at that
time.
Other than as described above, the Reporting Person does not have any
current plans or proposals which relate to, or would result in, (a) any
acquisition or disposition of securities of Rockwell, (b) any extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving Rockwell or any of its subsidiaries, (c) any sale or transfer of a
material amount of assets of Rockwell or any of its subsidiaries, (d) any change
in the present board of directors or management of Rockwell, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the Board, (e) any material change in Rockwell's present
capitalization or dividend policy, (f) any other material change in Rockwell's
business or corporate structure, (g) any changes in Rockwell's Articles of
Incorporation or Bylaws or other actions which may impede the acquisition of
control of Rockwell by any person, (h) causing a class of securities of Rockwell
to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association, (i) a class of Rockwell's equity securities becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, or (j) any action similar to those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number and percentage of shares of Common Shares beneficially
owned by the Reporting Person as of June 18, 2005 are as follows:
Number Percent*
--------- --------
Robert L. Chioini 2,472,516** 23.2%
*Based on the 8,790,067 Common Shares outstanding as of November 8, 2005, plus
1,868,000 Common Shares issuable upon exercise of options held by the Reporting
Person which are exercisable within 60 days, plus 15,000 Common Shares issued to
the Company's Chief Financial Officer on December 16, 2005.
**Includes 1,868,000 Common Shares issuable upon exercise of options held by the
Reporting Person which are exercisable within 60 days.
Page 4 of 6 pages
CUSIP No. 774374 10 2
The Reporting Person has been granted the following options to purchase Common
Shares under Rockwell's stock option plans or independent of those plans:
Percent
Vested at
Date of Number of Exercise December 22, Number Vesting
Grant Shares Price 2005 Vested Schedule
------------------ ------------- -------------- -------------- ------------- ----------------
7/15/97 90,000 $ 3.00 100% 90,000 One-quarter a
year starting
7/15/97
12/2/98 100,000 $ 1.50 100% 100,000 One-quarter a
year starting
12/2/98
12/29/99 160,000 $2.188 100% 160,000 One-quarter a
year starting
12/29/99
10/2/01 74,516* $ .671 100% 74,516* 100% on 10/2/01
10/11/01 175,000 $ .70 100% 175,000 One-quarter a year
starting 10/11/01
9/24/02 30,000** $ .82 100% 30,000** 100% on 9/24/02
12/16/02 143,000 $ .55 100% 143,000 One quarter a year
starting 12/16/02
6/18/03 300,000 $ 1.81 75% 225,000 The Balance Vest
` on 12/31/05
9/17/03 25,000 $ 3.06 75% 18,750 The Balance Vest
` on 12/31/05
1/13/04 165,000 $ 4.05 50% 82,500 The Balance Vest
` on 12/31/05
12/22/04 335,000 $ 2.79 50% 165,500 The Balance Vest
` on 12/31/05
12/15/05 375,000 $ 4.55 50% 187,500 The Balance Vest
` on 12/31/05
Total 1,972,516 1,347,250***
* Exercised on 10/2/01
Page 5 of 6 pages
CUSIP No. 774374 10 2
** Exercised on 9/24/02
*** Total excludes options exercised on 10/2/01 and 9/24/02
All of the options described above will be vested on or before December
31, 2005 and are accordingly exercisable within 60 days or less.
(b) The Reporting Person has sole voting and investment power over the
2,472,516 Common Shares reported above as beneficially owned by him.
(c) Other than the granting, vesting and exercise of options granted to
or by the Reporting Person, as described above, no other transactions in
Rockwell's Common Shares have been effected by the Reporting Person in the last
60 days.
(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
Common Shares beneficially owned by the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Rockwell Medical Technologies, Inc. 1997 Stock Option Plan,
incorporated by reference to Exhibit A to the Rockwell Medical
Technologies, Inc. Proxy Statement for the Annual Meeting of
Shareholders filed April 23, 2004.
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.
Dated: December 27, 2005 /s/ Robert L. Chioini
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Robert L. Chioini
Page 6 of 6 pages