-----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, MPBtDgIR+svS9rs2dgaYNk49UeZaIL48kibhyqpCTeEXGOZ6g4Ak20RewCHEO91n eD3kD84uibJl3vl+G25WAQ== 0000902664-96-000084.txt : 19960625 0000902664-96-000084.hdr.sgml : 19960625 ACCESSION NUMBER: 0000902664-96-000084 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960624 SROS: NASD GROUP MEMBERS: BRUCE WATERFALL GROUP MEMBERS: EDWIN H. MORGENS GROUP MEMBERS: MORGENS WATERFALL VINTIADIS & CO INC GROUP MEMBERS: MORGENS, WATERFALL, VINTIADIS & COMPANY, INC. GROUP MEMBERS: MW MANAGEMENT, L.L.C. GROUP MEMBERS: PHOENIX PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000944522 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133671221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46031 FILM NUMBER: 96584652 BUSINESS ADDRESS: STREET 1: 4 SCIENCE PARK CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 2034984210 MAIL ADDRESS: STREET 1: FOUR SCIENCE PARK CITY: NEW HAVEN STATE: CT ZIP: 06511 FORMER COMPANY: FORMER CONFORMED NAME: ONCORX INC DATE OF NAME CHANGE: 19950615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGENS WATERFALL VINTIADIS & CO INC CENTRAL INDEX KEY: 0001016150 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132674766 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 EAST 50TH STREET STREET 2: 10 EAST 50TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127050500 MAIL ADDRESS: STREET 1: 10 EAST 50TH ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) VION PHARMACEUTICAL, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 927624106 (CUSIP Number) BRUCE C. WATERFALL 10 EAST 50TH STREET, NEW YORK, NEW YORK 10022 (Name, address and telephone number of person authorized to receive notices and communications) May 22, 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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 3 Pages The Schedule 13D initially filed on June 5, 1996 by (a) Phoenix Partners ("Phoenix"), (b) MW Management L.L.C., (c) Morgens, Waterfall, Vintiadis & Company, Inc. ("Morgens Waterfall"), (d) Edwin H. Morgens and (e) Bruce Waterfall (together with the persons listed in paragraphs (a) through (d), the "Reporting Persons") relating to the Common Stock of Vion Pharmaceutical, Inc., a Delaware corporation ("Vion") whose principal executive offices are at 4 Science Park, New Haven, Connecticut 06511, is hereby amended by this Amendment No. 1 to the Schedule 13D as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The first sentence of Item 3 is hereby amended and restated in its entirety: The Convertible Preferred Stock of Vion (the "Preferred Stock") held by the Reporting Persons was purchased in a private placement. ITEM 4. PURPOSE OF THE TRANSACTION. The first sentence of Item 4 is hereby amended and restated in its entirety: The Preferred Stock was acquired by Morgens Waterfall and Phoenix in a private placement in the ordinary course of business, solely as an investment. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: June 24, 1996 Phoenix Partners By: MW Management, LLC General Partner By: /s/ Edwin H. Morgens Edwin H. Morgens Managing Member Page 2 of 3 Pages Morgens, Waterfall, Vintiadis & Company Inc. By: /s/ Edwin H. Morgens Edwin H. Morgens Chairman /s/ Edwin H. Morgens Edwin H. Morgens /s/ Bruce Waterfall Bruce Waterfall Page 3 of 3 Pages -----END PRIVACY-ENHANCED MESSAGE-----