-----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, HW9h6XU9Ys1VyrHMtU5f12U2J/YMFFXk2DOLTa/KhRFaUuaDbOVIzeSffd4DpZUx miDPlkDIYIQ3R37ftI81XA== 0000919574-00-000026.txt : 20000202 0000919574-00-000026.hdr.sgml : 20000202 ACCESSION NUMBER: 0000919574-00-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000944522 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133671221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46031 FILM NUMBER: 505660 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: KINGDON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001000097 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 157 WEST 57TH STREET 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123330100 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET 50 FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: KINGDON CAPITAL MANAGEMENT CORP DATE OF NAME CHANGE: 19960408 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 1 Name of Issuer: Vion Pharmaceuticals, Inc. Title of Class of Securities: Common Stock, $.01 par value CUSIP Number: 927624106 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Mr. Peter J. Cobos c/o Kingdon Capital Management, LLC 152 West 57th Street, New York, New York 10019, (212) 333-0100 (Date of Event which Requires Filing of this Statement) October 15, 1997 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 this statement [X]. (A fee is not required only if the filing 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 class. See Rule 13d-7). *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 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. C573105 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Kingdon Capital Management LLC 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 655,859 shares (comprised of shares of Class A Convertible Preferred Stock convertible into 655,859 shares of common stock) 8. Shared Voting Power: 9. Sole Dispositive Power: 655,859 shares (comprised of shares of Class A Convertible Preferred Stock convertible into 655,859 shares of common stock) 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 655,859 shares (comprised of shares of Class A Convertible Preferred Stock convertible into 655,859 shares of common stock) -2- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 3.6% 14. Type of Reporting Person CO Item 1. Security and Issuer This statement relates to shares of common stock, $.01 par value (the "Common Stock") of Vion Pharmaceuticals, Inc. ("Vion"). Vion's principal executive office is located at 4 Science Park, New Haven, Connecticut 06511. Item 2. Identity and Background This statement is being filed on behalf of Kingdon Capital Management, LLC ("KCMC"), a Delaware limited liability company, M. Kingdon Offshore NV, a Netherlands Antilles corporation (the "Offshore Fund"), and Kingdon Partners, L.P. and Kingdon Associates, L.P., each of which is a Delaware investment limited partnership (the "Partnerships," and, together with KCMC and the Offshore Fund, the "Reporting Persons"). KCMC's principal business is to act as an investment adviser and it acts as investment adviser or general partner to the Offshore Fund and the Partnerships. The principal office of KCMC and the Partnerships is at 152 West 57th Street, New York, new York 10019. The principal office of the Offshore Fund is located at c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896, Harbour Centre, George Town, Grand Cayman, Cayman Islands. Mr. Mark Kingdon is the sole Managing Member of KCMC. None of Mr. Kingdon or the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of Mr. Kingdon or the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. -3- Mr. Kingdon is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, KCMC is deemed to beneficially own 655,860 shares of Common Stock by reason of owning 236,110 shares of Class A Convertible Preferred Stock (the "Preferred Stock"). All 236,110 shares of Preferred Stock are held by entities and managed accounts over which KCMC has investment discretion. The 236,110 shares of the Preferred Stock were purchased in a privately negotiated transaction at an aggregate cost of $2,000,000. The funds for the purchase of the Preferred Stock held in the entities and managed accounts over which KCMC has investment discretion have come from each entity's or account's own funds. No leverage was used to purchase any shares. Item 4. Purpose of Transactions. The purpose of this amendment is to disclose our ownership percentage is less than 5%, as a result of share issuances by the Issuer. Item 5. Interest in Securities of Issuer. As of the date hereof, KCMC is deemed to be the beneficial owner of 655,860 shares of Common Stock on the basis of its ownership of 236,110 shares of Preferred Stock convertible into 655,850 shares of Common Stock (a conversion ratio of 2.777777 shares of Common Stock for each full share of Preferred Stock). Assuming immediate conversion of the Preferred Stock, KCMC is deemed to own 655,860 shares of Common Stock. Based on Vion's information received from the Company, there were 18,227,326 shares of Common Stock outstanding. Therefore, KCMC is deemed to beneficially own 3.6% of the outstanding shares of Common Stock. KCMC will have the sole power to vote, direct the vote, dispose of or direct the disposition of all the shares of Common Stock that it is currently deemed to beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer KCMC has no contract, arrangement, understanding or relationship with any person with respect to the Common Stock. -4- Item 7. Material to be Filed as Exhibits. N/A Signature The undersigned, after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. Date: January 11, 2000 Kingdon Capital Management LLC By: /s/ Peter J. Cobos __________________________ Chief Financial Officer 48400002.AP1 -----END PRIVACY-ENHANCED MESSAGE-----