-----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, B7JXv6a2fu4ZN++knUNC/yzTTNckLhR00Q1ROS/de//tRCpc2r+ZWoS9TeGkGpC/ Y38A/O7OPdUJfOy1wAG16w== 0001004271-96-000021.txt : 19960612 0001004271-96-000021.hdr.sgml : 19960612 ACCESSION NUMBER: 0001004271-96-000021 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960607 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC/DE CENTRAL INDEX KEY: 0000765258 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042834797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42743 FILM NUMBER: 96577905 BUSINESS ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2126451405 MAIL ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PUSCH BRIAN W /FA CENTRAL INDEX KEY: 0001004271 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PENTHOUSE SUITE STREET 2: 29 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: PENTHOUSE SUITE STREET 2: 29 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ImClone Systems Incorporated (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 452 45W 109 (CUSIP Number) Mr. Samuel D. Waksal, ImClone Systems Incorporated 180 Varick Street, New York, New York 10014 (212) 645-1405 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 3, 1996 (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 the statement( ). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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). CUSIP No. 452 45W 109 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Samuel D. Waksal, ###-##-#### 2) Check the Appropriate Box if a Member of a Group (see Instructions) (a) (b) 3) SEC Use Only 4) Source of Funds (See Instructions) None 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization U.S.A. Number of (7) Sole Voting Power 997,197 Shares Bene- (8) Shared Voting Power ficially (9) Sole Dispositive Power 997,197 Owned by (10) Shared Dispositive Power Each Reporting Person With 11) Aggregate Amount Beneficially Owned by Each Reporting Person 997,197 12) Check if the Aggregate Amount in Row (11) Excluded Certain Shares (See Instruction) 13) Percent of Class Represented by Amount in Row (11) 5.1% 14) Type of Reporting Person (See Instructions) IN Item 1. Security and Issuer. This statement relates to the Common Stock, $.001 par value ("Common Stock"), of IMCLONE SYSTEMS INCORPORATED (the "Issuer"). The Issuer's principal executive offices are located at 180 Varick Street, New York, New York 10014. Item 2. Identity and Background. (a) The name of the person filing this statement is Mr. Samuel D. Waksal ("Mr. Waksal"). (b) Mr. Waksal's business address is 180 Varick Street, New York, New York 10014. (c) Mr. Waksal's principal occupation is President and Chief Executive Officer of the Issuer. (d) During the last five years, Mr. Waksal has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Waksal has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which was to subject Mr. Waksal 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. (f) Mr. Waksal is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. This statement is being filed by Mr. Waksal in connection with the granting by the Issuer to Mr. Waksal of a warrant entitling Mr. Waksal to purchase 350,000 shares of Common Stock on and after August 1, 1996. The warrant was approved by the Board of Directors of the Issuer on December 12, 1995, subject to approval by the stockholders of the Issuer. On June 3, 1996, the warrant was approved by the stockholders of the Issuer. Item 4. Purpose of Transaction. Not applicable Item 5. Interest in Securities of the Issuer. (a) The aggregate number of shares of Common stock beneficially owned by Mr. Waksal is 997,197, which represents approximately 5.1% of the outstanding shares of Common Stock as of June 3, 1996. This includes 783,305 shares of Common Stock which Mr. Waksal may acquire pursuant to warrants. (b) Mr. Waksal has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of all outstanding shares of Common Stock beneficially owned by him. (c) On May 3, 1996, Mr. Waksal acquired 17,692 Shares of Common Stock through the exercise of warrants; On May 14, 1996, Mr. Waksal acquired 50,000 Shares of Common Stock through the exercise of warrants; On May 31, 1996, Mr. Waksal acquired 30,000 Shares of Common Stock through the exercise of warrants; On June 3, 1996, Mr. Waksal acquired 20,000 Shares of Common Stock through the exercise of warrants; (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 of Common Stock beneficially owned by Mr. Waksal. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There exist no contracts, arrangements, understandings or relationships between Mr. Waksal and any other person with respect to the securities of the Company, except as follows: Of the shares of Common Stock reported as beneficially owned by Mr. Waksal, 783,305 shares of Common Stock are shares which Mr. Waksal has the right to acquire upon exercise of warrants granted by the Issuer to Mr. Waksal. Mr. Waksal's right to acquire such shares is governed by such warrants. Item 7. Material to be Filed as Exhibits EXHIBIT A - Form of Warrant, dated December 12, 1995, issued by the Issuer to Mr. Waksal. 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. SAMUEL D. WAKSAL Samuel D. Waksal Dated: June 4, 1996 EX-1 2 EXHIBIT A THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of IMCLONE SYSTEMS INCORPORATED THIS CERTIFIES that, in consideration of value received, Samuel D. Waksal or his assignee(s) (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from ImClone Systems Incorporated, a Delaware corporation (the "Company"), Three Hundred and Fifty Thousand (350,000) fully paid and non-assessable shares of the Company's Common Stock, $.001 par value (the "Common Stock"). The number and exercise price of the securities that may be purchased upon the exercise of this Stock Purchase Warrant (the "Warrant") are subject to adjustment as provided herein. 1. Exercise Period. The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, at any time or from time to time, on or after August 1, 1996 and on or before December 12, 2006 (the "Exercise Period"). 2. Exercise-Price. The price per share for purchase of the Common Stock upon exercise of the Warrant shall initially be equal to $5.50 per share (the "Exercise Price"). Such initial Exercise Price shall be subject to adjustment as provided in Section 7 hereof. 3. Exercise of Warrant. During the Exercise Period, the Warrant shall be exercised, in whole or in part and from time to time, by the surrender of this Warrant and the Notice of Exercise attached hereto as Annex I, duly executed at the office of the Company, in New York, New York (or such other office or agency of the Company as it may designate), and upon payment of the Exercise Price of the shares thereby purchased. Payment shall be made, at the option of the Holder, in cash or by promissory note in the form attached hereto as Annex II, or by surrender to the Company of Common Stock with a Fair Value equal to the Exercise Price; provided, however, that payment of the par value of the shares purchased shall be made in cash. "Fair Value" as used herein means (i) if the Common Stock is traded on an established securities market or over-the-counter, the average closing price (or the mean between the bid and asked prices, if traded over-the-counter) during the fifteen (15) trading days preceding the date of exercise, or (ii) if the Common Stock is not traded on an established securities market or over- the-counter, the fair market value as determined by the Compensation Committee of the Board of Directors of the Company (or, if such committee does not exist at the time of exercise, the Board of Directors). In case payment is made by promissory note, the Holder shall, concurrently with such exercise, execute and deliver to the Company a pledge agreement, in the form requested by the Company, granting to the Company a first priority security interest in the shares of Common Stock or other securities being acquired, or such other collateral as the Company may request to secure payment of the amounts payable pursuant to said promissory note, and such shares, other securities or other collateral shall be held by the Company as such security until payment in full shall have been made. Upon exercise, the Holder shall be entitled to receive, within a reasonable time, one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, for the number of shares of Common Stock so purchased. The shares so purchased shall be deemed to be issued as of the close of business on the date on which this Warrant shall have been exercised. The Company covenants that all shares of Common Stock that are issued upon the exercise of rights represented by this Warrant will be fully paid, nonassessable, and free from all taxes, liens, and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue and other than any lien or charge in favor of the Company). 4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu thereof, a cash payment shall be made equal to such fraction multiplied by the Fair Value per share. 5. Charges, Taxes and Expenses. Issuance of certificates for the shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company. 6. No Rights as Shareholders. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise and payment of the Exercise Price in accordance with Section 3 hereof. 7. Adjustments. 7.1 Adjustment of the Exercise Price for Stock Splits, Reverse Stock Splits, and Stock Dividends. In the event that the outstanding shares of Common Stock shall be subdivided (split) or combined (reverse split) by reclassification or otherwise, or in the event of any dividend payable on the Common Stock in shares of Common Stock, the applicable Exercise Price and the number of shares of Common Stock available for purchase in effect immediately prior to such subdivision, combination or dividend shall be proportionately adjusted. 7.2. Adjustment for Capital Reorganizations. If at any time there shall be a capital reorganization of the Common Stock, or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person or entity, then, as part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive, on exercise of this Warrant during the period specified in this Warrant and on payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger or consolidation, or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment, as determined in good faith by the Board of Directors of the Company, shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation or sale to the end that provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of shares purchasable on exercise of this Warrant, but without any change in the aggregate Exercise Price) shall be applicable after that event, as near as is reasonably possible, in relation to any shares or other securities or property deliverable after that event upon exercise of this Warrant. 7.3. Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 7, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request of any Holder at any time, furnish or cause to be furnished to such Holder a like certificate setting forth (i) such adjustments and readjustments; (ii) the Exercise Price in effect at the time; and (iii) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon the exercise of the Warrant. 7.4. Notice of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than ordinary cash dividends) or other distribution, the Company shall mail to each Holder, at least ten (10) days prior to the date specified for the taking of a record, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution 8. Sale or Transfer of the Warrant; Legend. The Warrant, and any shares of Common Stock or other securities of the Company purchased upon exercise of the Warrant, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available. Accordingly, the Warrant, and any shares of Common Stock or other securities of the Company purchased upon exercise of the Warrant shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company shall have been furnished with an opinion of legal counsel reasonably satisfactory to the Company to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. Each certificate representing any Warrant, and any such share that has not been registered and that has not been sold pursuant to an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Upon the request of a holder of a certificate representing any Warrant or any such share, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of the foregoing legend, if, with such request, the Company shall have received either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that any such legend may be removed from such certificate, or (ii) if the present paragraph (k) of Rule 144 or a substantially similar successor rule remains in force and effect, satisfactory representations from the holder that such holder is not then, and has not been during the preceding three (3) months, an affiliate of the Company, and that a period of at least three (3) years has elapsed since the later of the date the securities were acquired (as determined under Rule 144) from the Company or an affiliate of the Company. Such Holder also agrees that the Company may issue appropriate stop transfer instructions to the transfer agents. 9. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in the case of loss, theft or destruction of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation in lieu of this Warrant. 10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or Sunday, or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a legal holiday. 11. Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of any purchase rights under this Warrant. 12. Issue Date. The provisions of this Warrant shall be construed and shall be given effect in all respects as if it had been issued and delivered by the Company on the date hereof. The Warrant shall be binding upon any successors or assigns of the Company. 13. Governing Laws. This Warrant shall constitute a contract under the laws of the State of New York and for all purposes shall be construed in accordance with and governed by the laws of said State. IN WITNESS WHEREOF, ImClone Systems Incorporated has caused this Warrant to be executed by its duly authorized officer. IMCLONE SYSTEMS INCORPORATED By______________________________ Name: Title: DATE OF GRANT: December 12, 1995 NOTICE OF EXERCISE OF STOCK PURCHASE WARRANT TO: ImClone Systems Incorporated (1) Pursuant to the terms of the attached Warrant, the undersigned hereby elects to purchase _______ shares of Common Stock of ImClone Systems Incorporated (the "Company"), and tenders herewith payment in full for the purchase price of such shares. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned, or in such other name(s) as is/are specified immediately below or, if necessary, on an attachment hereto: Name Name Address Address (3) In the event of partial exercise, please reissue an appropriate Warrant exercisable for the remaining shares. (4) The undersigned represents that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment, and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares. The undersigned further agrees that such shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended, or (ii) the Company first shall have been furnished with an opinion of legal counsel satisfactory to the Company to the effect that such sale or transfer is exempt from the registration requirement. Date Holder SECURED PROMISSORY NOTE $ [date] New York, New York FOR VALUE RECEIVED the undersigned, , residing at , hereby promises to pay to the order of IMCLONE SYSTEMS INCORPORATED, a Delaware corporation (the "Company"), 180 Varick Street, New York, New York 10014, on or before [the second anniversary of the date hereof] the principal sum of $ , and to pay interest on the unpaid principal sum on the first anniversary of the date hereof and on the stated or any accelerated maturity hereof at the rate equal to the prime or base rate announced by Chemical Bank, N.A., at its office in New York, New York on the date hereof, but not less than the Federal short-term rate, as defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended. This Note is given in connection with the exercise of a certain Warrant, dated December 12, 1995, to purchase shares (the "Shares") of Common Stock, $.001 par value, of the Company. In order to secure the full and punctual payment of the principal and interest in accordance with the terms thereof, and to secure the performance of all obligations of the undersigned hereunder, the undersigned hereby assigns and pledges to the Company and grants to the Company a security interest in the Shares and all of its rights and privileges with respect to the Shares. Upon the occurrence of any of the following events: (i) The undersigned shall fail to pay any installment of interest within ten business days after such installment is due; or (ii) The undersigned shall become insolvent or take any action for relief under any bankruptcy or similar statute; then, the holder of this Note by notice to the undersigned shall be entitled to declare the entire unpaid balance of this Note to be immediately due and payable in full. Presentment for payment, notice of dishonor, protest and notice of protest are hereby expressly waived. In the event of a default, the undersigned agrees to pay the cost of collection, including, without limitation, reasonable attorney's fees and disbursements. The undersigned may prepay this Note in whole or in part at any time and from time to time. This Note is executed under and is to be construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the undersigned has duly executed this Note as of the day and year first above stated. ______________________________ -----END PRIVACY-ENHANCED MESSAGE-----