0000899140-01-500349.txt : 20011026
0000899140-01-500349.hdr.sgml : 20011026
ACCESSION NUMBER: 0000899140-01-500349
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011022
GROUP MEMBERS: FOUNDERS FINANCIAL GROUP LP
GROUP MEMBERS: MICHAEL A. BOYD
GROUP MEMBERS: MICHAEL A. BOYD, INC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: HYBRIDON INC
CENTRAL INDEX KEY: 0000861838
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 043072298
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-50211
FILM NUMBER: 1763419
BUSINESS ADDRESS:
STREET 1: 345 VASSAR STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
BUSINESS PHONE: 6176795500
MAIL ADDRESS:
STREET 1: 345 VASSAR STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FOUNDERS FINANCIAL GROUP LP
CENTRAL INDEX KEY: 0001055960
STANDARD INDUSTRIAL CLASSIFICATION: []
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 53 FOREST AVEUE
CITY: OLD GREENWICH
STATE: CT
ZIP: 06870
BUSINESS PHONE: 2036980044
MAIL ADDRESS:
STREET 1: 53 FOREST AVENUE
CITY: OLD GREENWICH
STATE: CT
ZIP: 06870
SC 13G
1
boyd957593b.txt
INITIAL FILING ON SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Hybridon, Inc.
--------------
(Name of Issuer)
Common Stock, $0.001 par value
------------------------------
(Title of Class of Securities)
44860M801
---------
(CUSIP Number)
May 31, 2000
------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
------------------- ------------------
CUSIP No. 44860M801 13G Page 2 of 12 Pages
------------------- ------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Founders Financial Group, L.P.
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,496,620
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,496,620
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,496,620
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.2%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
-2-
------------------- ------------------
CUSIP No. 44860M801 13G Page 3 of 12 Pages
------------------- ------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Boyd, Inc.
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,807,757
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,807,757
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,807,757
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
-3-
------------------- ------------------
CUSIP No. 44860M801 13G Page 4 of 12 Pages
------------------- ------------------
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Boyd
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,807,757
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,807,757
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,807,757
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
-4-
Item 1(a): Name of Issuer:
--------- --------------
Hybridon, Inc. (the "Company").
Item 1(b): Address of Issuer's Principal Executive Offices:
--------- -----------------------------------------------
345 Vassar Street
Cambridge, Massachusetts 02139
Items 2(a) Name of Person Filing; Address of Principal
---------- -------------------------------------------
and 2(b): Business Office:
-------- ---------------
This statement is filed by and on behalf of
Founders Financial Group, L.P., a Delaware
limited partnership ("Founders Financial"),
Michael A. Boyd, Inc., a Delaware corporation
("Boyd") and Mr. Michael A. Boyd ("Mr. Boyd"
and, together with Founders Financial and
Boyd, the "Reporting Persons"). Mr. Boyd
serves as president and sole shareholder of
Boyd. Boyd serves as general partner of
Founders Financial and Forest Partners II,
L.P., a Delaware limited partnership ("Forest
Partners"). Forest Partners is sole owner and
managing member of Forest Investment
Management, LLC, a Delaware limited liability
company and registered investment advisor
("Forest Management"). Through Boyd, Mr. Boyd
has investment discretion over Securities (as
defined in Item 4, below) which are directly
held by Founders Financial. Through Boyd,
Forest Partners and Forest Management, Mr.
Boyd has investment discretion over
Securities directly held by various funds
(the "Funds") with respect to which Forest
Management acts as investment advisor. By
virtue of the foregoing relationships, Boyd
and Mr. Boyd may be deemed have beneficial
ownership over the Securities held directly
by Founders Financial and the Funds. The
principal business address of each Reporting
Person is 53 Forest Avenue, Old Greenwich,
Connecticut 06870.
Item 2(c): Citizenship:
--------- -----------
Founders Financial is a Delaware limited partnership.
Boyd is a Connecticut corporation.
Mr. Boyd is a United States citizen.
Item 2(d): Title of Class of Securities:
--------- ----------------------------
Common Stock, par value $0.001 per share
-5-
Item 2(e): CUSIP Number:
--------- ------------
44860M801
Item 3: If this statement is filed pursuant to Rules 13d-1(b) or
------- --------------------------------------------------------
13d-2(b) or (c), check whether the person filing is a:
------------------------------------------------------
(a) [ ] Broker or dealer registered under Section 15 of the
Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act;
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940;
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan or Endowment Fund in
accordance with 13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
-6-
Items 4(a)-(c): Ownership:
-------------- ---------
As of the date of this statement:
FOUNDERS FINANCIAL
------------------
(a) Amount beneficially owned. Founders
Financial may be deemed to beneficially own,
within the meaning of Rule 13d-1 of the
Securities Exchange Act of 1934, (i)
1,101,241 shares of Common Stock, (ii)
1,931,771 shares of Common Stock issuable
upon conversion of 82,100 shares of Series A
Convertible Preferred Stock of the Company
("Series A Preferred Stock"), (iii) 461,583
shares of Common Stock issuable upon
conversion of $276,950 principal amount of 8%
Convertible Notes of the Company ("8% Notes")
and (iv) 2,025 shares of Common Stock
issuable upon conversion of $71,000 principal
amount of 9% Convertible Notes of the Company
("9% Notes" and, together with the Common
Stock, Series A Preferred Stock and 8% Notes,
"Securities") resulting in an aggregate
beneficial ownership of 3,496,620 shares of
Common Stock.
(b) Percent of Class. The 3,496,620 shares of
Common Stock beneficially owned by Founders
Financial represents 16.2% of the total
outstanding amount of Common Stock. This
percentage is based on a total outstanding
amount of Common Stock of 21,649,514, which
equals the sum of (i) 19,254,134 shares of
Common Stock issued and outstanding as of
August 7, 2001, as reflected in the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001, (ii) 1,931,771 shares of
Common Stock to be received upon conversion
of the Series A Preferred Stock held by
Founders Financial, (iii) 461,583 shares of
Common Stock to be received upon conversion
of the 8% Notes held by Founders Financial
and (iv) 2,025 shares of Common Stock to be
received upon conversion of the 9% Notes held
by Founders Financial.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,496,620
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or to direct the disposition
of: 3,496,620
-7-
BOYD
----
(a) Amount beneficially owned. Boyd may be
deemed to have beneficial ownership over the
shares of Common Stock beneficially owned by
Founders Financial, by virtue of its position
as general partner of Founders Financial. In
addition, by virtue of its position as
general partner of Forest Partners, which is
the managing member of the investment advisor
to the Funds, to the Funds, Boyd may be
deemed to have beneficial ownership over the
311,137 shares of Common Stock issuable upon
conversion of 13,223 shares of Series A
Preferred Stock held by the Funds. Therefore,
Boyd may be deemed to have beneficial
ownership over (i) these 311,137 shares of
Common Stock and (ii) the 3,496,620 shares of
Common Stock beneficially owned by Founders
Financial, for an aggregate beneficial
ownership of 3,807,757 shares of Common
Stock.
(b) Percent of Class. The 3,807,757 shares of
Common Stock beneficially owned by Boyd
represent 17.3% of the total outstanding
amount of Common Stock. This percentage is
based on a total outstanding amount of Common
Stock of 21,960,650, which equals the sum of
(i) the 21,649,514 shares of Common Stock
deemed outstanding as set forth above with
respect to Founders Financial and (ii) the
311,137 shares of Common Stock issuable to
the Funds upon conversion of the 13,223
shares of Series A Preferred Stock held by
the Funds.
(c) Number of shares as to which the person has:
(v) Sole power to vote or to direct the vote: 0
(vi) Shared power to vote or to direct the vote: 3,807,757
(vii) Sole power to dispose or to direct the disposition
of: 0
(viii) Shared power to dispose or to direct the disposition
of: 3,807,757
MR. BOYD
--------
(a) Amount beneficially owned. Mr. Boyd may
be deemed to have beneficial ownership over
the shares of Common Stock beneficially owned
by Boyd by virtue of his position as
president and sole shareholder of Boyd.
Therefore, Mr. Boyd may be deemed to have
beneficial ownership of 3,807,757 shares of
Common Stock.
-8-
(b) Percent of Class. The 3,807,757 shares of
Common Stock beneficially owned by Mr. Boyd
represent 17.3% of the total outstanding
amount of Common Stock of 21,960,650, as set
forth above with respect to Boyd.
(c) Number of shares as to which the person has:
(ix) Sole power to vote or to direct the vote: 0
(x) Shared power to vote or to direct the vote: 3,807,757
(xi) Sole power to dispose or to direct the disposition
of: 0
(xii) Shared power to dispose or to direct the disposition
of: 3,807,757
Item 5: Ownership of Five Percent or Less of a Class:
------ --------------------------------------------
If this statement is being filed to report
the fact that as of the date hereof the
reporting person has ceased to be the
beneficial owner of more than five percent of
the class of securities, check the following:
[ ]
Item 6: Ownership of More than Five Percent on Behalf of
------- ------------------------------------------------
Another Person:
---------------
No person is known to have the right to
receive or the power to direct the receipt of
dividends from, and proceeds from the sale
of, the Common Stock reported in this
Schedule 13G, other than the Reporting
Persons and the Funds. None of the Funds has
an ownership interest equal to or greater
than 5% of the total outstanding Common
Stock.
Item 7: Identification and Classification of the
------- ----------------------------------------
Subsidiary Which Acquired the Security Being
--------------------------------------------
Reported on By the Parent Holding Company:
-----------------------------------------
Not Applicable.
Item 8: Identification and Classification of
------ -------------------------------------
Members of the Group:
--------------------
Not Applicable.
Item 9: Notice of Dissolution of Group:
------ ------------------------------
Not Applicable.
-9-
Item 10: Certification:
------- -------------
By signing below each of the undersigned
certifies that, to the best of the
undersigned's 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.
-10-
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 22, 2001
FOUNDERS FINANCIAL GROUP, L.P.
By: MICHAEL A. BOYD, INC.,
general partner
By: /s/ Michael A. Boyd
------------------------------
Name: Michael A. Boyd
Title: President
MICHAEL A. BOYD, INC.
By: /s/ Michael A. Boyd
------------------------------
Name: Michael A. Boyd
Title: President
/s/ Michael A. Boyd
------------------------------
Michael A. Boyd
EXHIBIT INDEX
-------------
Exhibit A: Joint Filing Agreement, dated October 22, 2001, by and among
Founders Financial Group, L.P., Michael A. Boyd, Inc. and
Michael A. Boyd.
EX-99.1
4
boyd957593c.txt
JOINT FILING AGREEMENT
Exhibit A
---------
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
----------------------------
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: October 22, 2001
FOUNDERS FINANCIAL GROUP, L.P.
By: MICHAEL A. BOYD, INC.,
general partner
By: /s/ Michael A. Boyd
------------------------------
Name: Michael A. Boyd
Title: President
MICHAEL A. BOYD, INC.
By: /s/ Michael A. Boyd
------------------------------
Name: Michael A. Boyd
Title: President
/s/ Michael A. Boyd
------------------------------
Michael A. Boyd