-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MNRcCxD74Yg4wGljC8dPInnkcrGSs/0lpFgjGkSTGV781uaSydZwDU2i/oG+IFaA XNBrU21itHaU0sJBNBaCSg== 0000950135-05-004734.txt : 20050816 0000950135-05-004734.hdr.sgml : 20050816 20050815213852 ACCESSION NUMBER: 0000950135-05-004734 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050815 GROUP MEMBERS: AMP-99 MANAGEMENT COMPANY LIMITED LIABILITY COMPANY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMPERSAND 1999 LP CENTRAL INDEX KEY: 0001244768 IRS NUMBER: 043459189 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AMPERSAND VENTURES STREET 2: 55 WILLIAM STREET STE 240 CITY: WELLESLEY STATE: MA ZIP: 02481-4003 BUSINESS PHONE: 7812390700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: V I TECHNOLOGIES INC CENTRAL INDEX KEY: 0001040017 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 113238476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55237 FILM NUMBER: 051028976 BUSINESS ADDRESS: STREET 1: 134 COOLIDGE AVE CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 5167527314 MAIL ADDRESS: STREET 1: 134 COOLIDGE AVE CITY: WATERTOWN STATE: MA ZIP: 02472 SC 13D/A 1 b56382alsc13dza.txt AMPERSAND 1999 LIMITED PARTNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (AMENDMENT NO. 1)* V.I. TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 917920 10 0 (CUSIP Number) JAMES T. BARRETT, ESQ. PALMER & DODGE LLP 111 HUNTINGTON AVENUE BOSTON, MA 02199-7613 (617) 239-0100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 12, 2005 (Date of Event Which Required 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 if filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. - ---------- *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 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 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). SCHEDULE 13D CUSIP NO. 917920 10 0 PAGE 2 OF 8 PAGES - --------------------- ----------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ampersand 1999 Limited Partnership 04-3459189 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] Not applicable (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 SHARES BENEFICIALLY 5,429,688 shares OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 shares WITH 9 SOLE DISPOSITIVE POWER 5,429,688 shares 10 SHARED DISPOSITIVE POWER 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,429,688 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5% * 14 TYPE OF REPORTING PERSON PN *Based on 39,509,667 shares outstanding as of July 15, 2005. SCHEDULE 13D CUSIP NO. 917920 10 0 PAGE 3 OF 8 PAGES - --------------------- ----------------- NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) AMP-99 Management Company Limited Liability Company 1 04-3459188 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] 2 Not applicable (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 SHARES BENEFICIALLY 5,627,416 shares OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 0 shares 9 SOLE DISPOSITIVE POWER 5,627,416 shares 10 SHARED DISPOSITIVE POWER 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,627,416 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 14.0% * 14 TYPE OF REPORTING PERSON PN *Based on 39,506,529 shares outstanding as of July 15, 2005. SCHEDULE 13D CUSIP NO. 917920 10 0 PAGE 4 OF 8 PAGES - --------------------- ----------------- This Amendment No. 1 (the "Amendment") amends the Schedule 13D filed on March 11, 2005 by Ampersand 1999 Limited Partnership and AMP-99 Management Company Limited Liability Company (collectively, the "Reporting Persons"), relating to the Common Stock, $0.01 par value per share (the "common stock"), of V. I. Technologies, Inc. (the "Company"). The Company has its principal executive offices at 134 Coolidge Avenue, Watertown, MA 02472. The purpose of this Amendment is to report the following transaction: the disposition of 4,422,413 shares of common stock of the Company as a result of the distribution of such shares by the Reporting Persons which are the record owners of such shares to their respective partners. Except as set forth below, there are no changes to the information set forth in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by inserting the following paragraphs at the end of such item: "On August 12, 2005, Ampersand 1999 Limited Partnership distributed 4,333,824 shares of the Company's common stock to its partners for no consideration pursuant to the terms of its partnership agreement. AMP-99 Management Company LLC, its general partner, received 86,242 shares of the Company's common stock as a result of such distributions. On August 12, 2005, Ampersand 1999 Companion Fund Limited Partnership distributed 88,589 shares of the Company's common stock to its partners for no consideration pursuant to the terms of its partnership agreement. AMP-99 Management Company LLC, its general partner, received 885 shares of the Company's common stock as a result of such distributions." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a), 5(b) and 5(c) are hereby amended and restated in their entirety as follows: (a) Aggregate number and percentage of class beneficially owned: Each of the reporting person incorporates herein by reference its responses to (11) and (13) on the cover page of this Amendment. Ampersand 1999 Limited Partnership owns 4,776,138 shares. Ampersand 1999 Limited Partnership owns 650,475 shares issuable upon the exercise of warrants. AMP-99 Management Company Limited Liability Company owns 87,127 shares. Each of the Reporting Persons may be attributed with beneficial ownership of 3,075 shares (the "Option Shares") issuable upon exercise of options previously awarded to Richard A. Charpie and Herbert Hooper under the Company's Directors' Stock Option Plans, all of which SCHEDULE 13D CUSIP NO. 917920 10 0 PAGE 5 OF 8 PAGES - --------------------- ----------------- options have been assigned to one or more of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. AMP-99 Management Company Limited Liability Company may be attributed with the ownership of 4,776,138 shares held by Ampersand 1999 Limited Partnership and 97,326 shares held by Ampersand 1999 Companion Fund Limited Partnership. AMP-99 Management Company Limited Liability Company may be attributed with beneficial ownership of 650,475 shares issuable upon exercise of warrants held by Ampersand 1999 Limited Partnership and 13,275 shares issuable upon exercise of warrants held by Ampersand 1999 Companion Fund Limited Partnership (collectively, the "Warrant Shares"). AMP-99 Management Company Limited Liability Company is the General Partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. AMP-99 Management Company Limited Liability Company disclaims beneficial ownership of these shares except to the extent of its proportionate pecuniary interest therein. (b) Percent of class: Ampersand 1999 Limited Partnership - 13.5% AMP-99 Management Company Limited Liability Company - 14.0% The foregoing percentages are calculated based on 39,509,667 shares outstanding as of July 15, 2005. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: Ampersand 1999 Limited Partnership has sole voting power over its 4,776,138 shares. Ampersand 1999 Limited Partnership has sole voting power over the 3,075 Option Shares and 650,475 shares issuable upon the exercise of warrants. AMP-99 Management Company Limited Liability Company has sole voting power over its 87,127 shares. AMP-99 Management Company Limited Liability Company has sole voting power over 4,776,138 shares held by Ampersand 1999 Limited Partnership and 97,326 shares held by Ampersand 1999 Companion Fund Limited Partnership. AMP-99 Management Company Limited Liability Company has sole voting power over the 3,075 Option Shares and the 663,750 Warrant Shares. (ii) Shared power to vote or direct the vote: Ampersand 1999 Limited Partnership shares voting power over 0 shares. AMP-99 Management Company Limited Liability Company shares voting power over 0 shares. (iii) Sole power to dispose or to direct the disposition of: SCHEDULE 13D CUSIP NO. 917920 10 0 PAGE 6 OF 8 PAGES - --------------------- ----------------- Ampersand 1999 Limited Partnership has sole dispositive power over 4,776,138 shares. Ampersand 1999 Limited Partnership has sole dispositive power over the 3,075 Option Shares and 650,475 shares issuable upon the exercise of warrants. AMP-99 Management Company Limited Liability Company has sole dispositive power over its 87,127 shares, 4,776,138 shares held by Ampersand 1999 Limited Partnership and 97,326 shares held by Ampersand 1999 Companion Fund Limited Partnership. AMP-99 Management Company Limited Liability Company has sole dispositive power over the 3,075 Option Shares and the 663,750 Warrant Shares. (iv) Shared power to dispose or to direct the disposition of: Ampersand 1999 Limited Partnership shares dispositive power over 0 shares. AMP-99 Management Company Limited Liability Company shares dispositive power over 0 shares. (c) Transactions during the past 60 days. Other than pursuant to the transaction described in Item 4, the Reporting Persons have not acquired or disposed of any shares of common stock of the Company during the past 60 days. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Joint Filing Agreement SCHEDULE 13D CUSIP NO. 917920 10 0 PAGE 7 OF 8 PAGES - --------------------- ----------------- 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. AMPERSAND 1999 LIMITED PARTNERSHIP By: AMP-99 Management Company Limited Liability Company, its General Partner Dated: August 16, 2005 By: /s/ Richard A. Charpie ------------------------------------------ Richard A. Charpie, its Principal Managing Member AMP-99 MANAGEMENT COMPANY LIMITED LIABILITY COMPANY Dated: August 16, 2005 By: /s/ Richard A. Charpie ------------------------------------------ Richard A. Charpie, its Principal Managing Member SCHEDULE 13D - --------------------- ----------------- CUSIP NO. 917920 10 0 PAGE 8 OF 8 PAGES - --------------------- ----------------- EXHIBIT 1 JOINT FILING AGREEMENT OF AMPERSAND 1999 LIMITED PARTNERSHIP AND AMP-99 MANAGEMENT COMPANY LIMITED LIABILITY COMPANY The undersigned persons agree and consent pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as of the date set forth below, to the joint filing on their behalf of the Schedule 13D to which this Exhibit is attached, in connection with their beneficial ownership of the common stock of V.I. Technologies, Inc. at August 12, 2005 and agree that such statement is filed on behalf of each of them. AMPERSAND 1999 LIMITED PARTNERSHIP By: AMP-99 Management Company Limited Liability Company, its General Partner By: /s/ Richard A. Charpie ------------------------------------------------- Richard A. Charpie, its Principal Managing Member Dated: August 16, 2005 AMP-99 MANAGEMENT COMPANY LIMITED LIABILITY COMPANY By: /s/ Richard A. Charpie -------------------------------------------------- Richard A. Charpie, its Principal Managing Member Dated: August 16, 2005 -----END PRIVACY-ENHANCED MESSAGE-----