-----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, ScQib1d1eI1R3wsy/9J5VCyrUO/gEN4Wt9EM0qaWrqH4hJeRPdAQYYJfleFBjjcx gCGu/ZZxt9LxP8u/Fox/9w== 0001140361-03-000979.txt : 20030409 0001140361-03-000979.hdr.sgml : 20030409 20030409163143 ACCESSION NUMBER: 0001140361-03-000979 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030409 GROUP MEMBERS: MARGRIT A. KELLY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYAX CORP CENTRAL INDEX KEY: 0000907562 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 043053198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60267 FILM NUMBER: 03644275 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ BLDG 600 5TH FL CITY: CAMBRIDGE STATE: MA ZIP: 02139 MAIL ADDRESS: STREET 1: ONE KENDALL SQ BLDG 600 STREET 2: 5TH FL CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: BIOTAGE INC DATE OF NAME CHANGE: 19951117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLY FRANCIS H CENTRAL INDEX KEY: 0001223932 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HEMENWAY & BARNES STREET 2: 60 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172277940 SC 13D/A 1 doc1.htm Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*



Dyax Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
26746E103
(CUSIP Number)
Dennis R. Delaney
Hemenway & Barnes
60 State Street
Boston, MA 02109
(617) 557-9722
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 31, 2003
(Date of Event which Requires Filling 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 §§ 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 § 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 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).


 


SCHEDULE 13D
CUSIP No. 26746E103
  1. Names of Reporting Persons.
Francis H. Kelly
I.R.S. Identification No. 092366296
  2. Check the Appropriate Box if a Member of a Group*
(a.)  (  )       (b.)  (X)
  3. SEC USE ONLY
  4. Source of Funds*
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (  )
  6. Citizenship or Place of Organization
British
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With 		7. Sole Voting Power
8. Shared Voting Power
1,623,750
9. Sole Dispositive Power
10. Shared Dispositive Power
1,623,750
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,623,750
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (  )
  13. Percent of Class Represented by Amount in Row (11)
6.64%
  14. Type of Reporting Person
IN


2


SCHEDULE 13D
CUSIP No. 26746E103
  1. Names of Reporting Persons.
Margrit A. Kelly
I.R.S. Identification No. 060381604
  2. Check the Appropriate Box if a Member of a Group*
(a.)  (  )       (b.)  (X)
  3. SEC USE ONLY
  4. Source of Funds*
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (  )
  6. Citizenship or Place of Organization
Switzerland
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With 		7. Sole Voting Power
8. Shared Voting Power
1,623,750
9. Sole Dispositive Power
10. Shared Dispositive Power
1,623,750
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,623,750
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (  )
  13. Percent of Class Represented by Amount in Row (11)
6.64%
  14. Type of Reporting Person
IN


3


Item 1. Security and Issuer

                   Common Stock, Dyax Corp., 300 Technology Square, Cambridge, MA 02139


Item 2. Identity and Background.


(a)

Name:           Francis H. Kelly and Margit A. Kelly


(b)

Residence or business address:           Voltastrasse 1
         8044 Zurich
         Switzerland


(c)

Present Principal Occupation or Employment:           Francis H. Kelly is retired and Margrit A. Kelly is a housewife


(d)

Criminal Conviction:           No such conviction for either Mr. Kelly or Mrs. Kelly


(e)

Court or Administrative Proceedings:           Neither is a party to any such proceeding


(f)

 Citizenship:           Mr. Kelly is British and Mrs. Kelly is Swiss


Item 3. Source and Amount of Funds or Other Consideration:

                   The aggregate purchase price of 1,623,750 shares beneficially owned by Mr. and Mrs. Kelly was $6,380,908.00, inclusive of brokerage commissions. Personal funds were used for all such purchases.


Item 4. Purpose of Transaction

            State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:

                  From time to time, Mr. Kelly and/or Mrs. Kelly has acquired shares of common stock in the ordinary course of business for investment purposes. Neither Mr. Kelly nor Mrs. Kelly has any plans or proposals as descibed in (a) - (j) of the instructions to Item 4.


4

(a)

The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

         

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

         

(c)

A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

         

(d)

Any change in the present board of directors or management of the issuer, 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 the present capitalization or dividend policy of the issuer;

         

(f)

Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

         

(g)

Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

         

(h)

Causing a class of securities of the issuer 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 equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

         

(j)

Any action similar to any of those enumerated above.

         


Item 5. Interest in Securities of the Issuer.


(a)

         Each of Mr. and Mrs. Kelly is the beneficial owner of 1,623,750 shares of common stock, which represents 6.64% of the 24,455,103 shares outstanding, based on the Dyax 2002 Annual Report filed on March 27, 2003, which is the most recent filing with the Securities and Exchange Commission currently available. As described more fully in response to Item 5, Paragraph (b), Mr. Kelly owns 1,000 shares in his individual name, Mrs. Kelly owns 637,300 shares in her individual name, and the two own 985,450 shares in joint name. As husband and wife, each is the beneficial owner of the other's individual shares.


(b)

         1. Mr. Kelly has sole voting and dispositive power over 1,000 shares of common stock.
         
         2. Mr. Kelly shares voting and dispositive power over 985,450 shares of common stock owned jointly with his wife, Margit A. Kelly.
         
         3. Mrs. Kelly has sole voting and dispositive power over 637,300 shares of common stock owned indivudually by her.
         
         4. Mrs. Kelly shares voting and dispositive power over 985,450 shares of common stock owned jointly with her husband, Francis H. Kelly.
         
         See Item 2 for identity and background information with respect to each of Mr. and Mrs. Kelly; No other person or entity shares voting or dispositive power with either reporting person.


(c)

         All listed transactions were effected by Mr. Kelly and took place since the most recent filing of Schedule 13D, which was filed on March 24, 2003.


 

Transaction
Date

Shares or Units
Purchased (Sold)

Price per
Share or Unit

 

 

March 31, 2003
March 31, 2003

13,900 
100,000 
 

  

$1.91
$2.00

  

 

 

 


(d)

         No other person is known to have such a right or power.


(e)

         Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

                   There are no such contracts, arrangements, understandings or relationships.



5


Item 7. Material to be Filed as Exhibits.

                   There are no relevant materials to be filed herewith.


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.
 
Date:  April 09, 2003
  Francis H. Kelly
  By: /s/ Dennis R. Delaney
      Dennis R. Delaney
  Title:    Attorney in Fact for Francis H. Kelly 
  Margrit A. Kelly
  By: /s/ Dennis R. Delaney
      Dennis R. Delaney
  Title:    Attorney in Fact for Margrit A. Kelly 
 


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