-----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, V9A10r85p7QSyzWoFHwkLQELkFTmxICCHzsYhj7a6aWJNYQwHeIWmbJBLoAGYHen xm0j13v8Q2mup+8wEKz5Ug== 0001180955-05-000028.txt : 20050315 0001180955-05-000028.hdr.sgml : 20050315 20050315173720 ACCESSION NUMBER: 0001180955-05-000028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050311 FILED AS OF DATE: 20050315 DATE AS OF CHANGE: 20050315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMPERSAND 1999 LP CENTRAL INDEX KEY: 0001244768 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24241 FILM NUMBER: 05682784 BUSINESS ADDRESS: STREET 1: AMPERSAND VENTURES STREET 2: 55 WILLIAM STREET STE 240 CITY: WELLESLEY STATE: MA ZIP: 02481-4003 BUSINESS PHONE: 7812390700 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMP-99 MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001244765 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24241 FILM NUMBER: 05682783 BUSINESS ADDRESS: STREET 1: AMPERSAND VENTURES STREET 2: 55 WILLIAM STREET STE 240 CITY: WELLESLEY STATE: MA ZIP: 02481-4003 BUSINESS PHONE: 7812390700 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHARPIE RICHARD A CENTRAL INDEX KEY: 0001054509 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24241 FILM NUMBER: 05682785 BUSINESS ADDRESS: BUSINESS PHONE: 8002390706 MAIL ADDRESS: STREET 1: C/O AMPERSAND VENTURES STREET 2: 55 WILLIAM STREET SUITE 240 CITY: WELLESLEY STATE: MA ZIP: 02181 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: V I TECHNOLOGIES INC CENTRAL INDEX KEY: 0001040017 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 113238476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 134 COOLIDGE AVE CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 5167527314 MAIL ADDRESS: STREET 1: 134 COOLIDGE AVE CITY: WATERTOWN STATE: MA ZIP: 02472 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-03-11 0001040017 V I TECHNOLOGIES INC VITX 0001054509 CHARPIE RICHARD A C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 WELLESLEY MA 02481 1 0 1 0 0001244768 AMPERSAND 1999 LP C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 WELLESLEY MA 02481 0 0 1 0 0001244765 AMP-99 MANAGEMENT CO LLC C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 WELLESLEY MA 02481 0 0 1 0 Common Stock 2005-03-11 4 P 0 76002354 A 85291832 I See footnote Common Stock 2005-03-11 4 P 0 14750000 .20 A 100041832 I See footnote Common Stock 94985766 I See footnote Common Stock 92032 D Common Stock Warrants (right to buy) .24 2005-03-11 4 P 0 6637500 0 A 2010-03-11 Common Stock 6637500 6637500 I See footnote Stock Option (right to buy) .70 2005-03-11 4 J 0 15000 0 A 2015-03-11 Common Stock 15000 15000 I See footnote As a result of the merger (the "Merger") of the issuer and Panacos Pharmaceuticals, Inc. ("Panacos") and at a ratio of 6.75275 shares of the issuer's common stock per one share of Panacos's common or preferred stock, Ampersand 1999 Limited Partnership acquired 74,482,311 shares of the issuer's common stock and Ampersand 1999 Companion Fund Limited Partnership acquired 1,520,043 shares of the issuer's common stock. On the effective date of the Merger, the closing price of the issuer's common stock was $0.73. Note: The share numbers reported on this form do not reflect the 1-for-10 reverse stock split of the Company's common stock approved by the Board of Directors on March 14, 2005. Richard A. Charpie may be attributed with the ownership of 6,963,020 shares held by Ampersand 1995 Limited Partnership, 109,233 shares held by Ampersand 1995 Companion Fund Limited Partnership, 76,644,076 shares held by Ampersand 1999 Limited Partnership, 1,564,161 shares held by Ampersand 1999 Companion Fund Limited Partnership and 11,342 shares held by Ampersand Venture Management Trust. Dr. Charpie disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein. Dr. Charpie is the Managing Partner of AMP-95 MCLP LLP. AMP-95 MCLP LLP is the General Partner of AMP-95 Management Company Limited Partnership, which is the General Partner of Ampersand 1995 Limited Partnership and Ampersand 1995 Companion Fund Limited Partnership. Dr. Charpie is the Principal Managing Member of AMP-99 Management Company Limited Liability Company, which is the General Partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. Dr. Charpie is the sole member of Ampersand Venture Management 2003 LLC, which is the sole owner of shares of beneficial interest of Ampersand Venture Management Trust. Pursuant to a private placement by the issuer, Ampersand 1999 Limited Partnership acquired 14,455,000 shares of the issuer's common stock and Ampersand 1999 Companion Fund Limited Partnership acquired 295,000 shares of the issuer's common stock. Dr. Charpie may be attributed with the ownership of 6,963,020 shares held by Ampersand 1995 Limited Partnership, 109,233 shares held by Ampersand 1995 Companion Fund Limited Partnership, 91,099,076 shares held by Ampersand 1999 Limited Partnership, 1,859,161 shares held by Ampersand 1999 Companion Fund Limited Partnership and 11,342 shares held by Ampersand Venture Management Trust. Dr. Charpie disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein. Dr. Charpie has been attributed with the beneficial ownership of shares of the issuer's common stock held by Ampersand 1995 Limited Partnership and Ampersand 1995 Companion Fund Limited Partnership. In anticipation of the expiration of its ten year term, Ampersand 1995 Limited Partnership distributed 5,029,687 shares of the issuer's common stock in a pro rata distribution to its partners on March 14, 2005 for no consideration. In anticipation of the expiration of its ten year term, Ampersand 1995 Companion Fund Limited Partnership distributed 81,782 shares of the issuer's common stock in a pro rata distribution to its partners on March 14, 2005 for no consideration. AMP-95 Management Company Limited Partnership ("AMP-95 MCLP") received 101,722 shares from these distribution and in turn distributed all of these shares to its partners on March 14, 2005 for no consideration. Ampersand Venture Management Trust received 55,403 shares from these distributions. Dr. Charpie may be attributed with the ownership of 1,933,333 shares held by Ampersand 1995 Limited Partnership, 27,451 shares held by Ampersand 1995 Companion Fund Limited Partnership, 91,099,076 shares held by Ampersand 1999 Limited Partnership, 1,859,161 shares held by Ampersand 1999 Companion Fund Limited Partnership, 66,745 shares held by Ampersand Venture Management Trust. Dr. Charpie disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein. Dr. Charpie received 8,730 shares from the distribution described in footnote 6. Because Dr. Charpie had previously reported indirect beneficial ownership of these shares, these transactions constitute a mere change in form of beneficial ownership. Pursuant to a private placement by the issuer, Ampersand 1999 Limited Partnership acquired 6,504,750 warrants and Ampersand 1999 Companion Fund Limited Partnership acquired 132,750 warrants. Dr. Charpie disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein. These warrants are exercisable immediately, although they may not be exercisable under certain circumstances. The option was granted to Herbert Hooper, a director of the issuer and a partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. Dr. Hooper has assigned the economic benefits of such option to Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership, both of which disclaim beneficial ownership of the option except to the extent of their pecuniary interest therein. Dr. Charpie is the Principal Managing Member of AMP-99 Management Company Limited Liability Company, which is the General Partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. Dr. Charpie disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein. The option vests as to 25% of the total shares subject to the option on the sixth month anniversary following the date of grant and as to 25% of the total shares subject to the option on each of the second, third and fourth yearly anniversary following the date of grant. Richard A. Charpie, individually and as the Principal Managing Member of AMP-99 Management Company LLC, the General Partner of 1999 Limited Partnership 2005-03-14 -----END PRIVACY-ENHANCED MESSAGE-----