-----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, JZmBl6JrN1uKsEd0H2iqOp6MPDAx+C4OA9ENK8Q2hGGvNhqVL85y4GYjp8RFTT9W eSVdoK47atrYcNWmPReQ7g== 0000950123-98-000079.txt : 19980109 0000950123-98-000079.hdr.sgml : 19980109 ACCESSION NUMBER: 0000950123-98-000079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980108 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN VACCINE INC CENTRAL INDEX KEY: 0000856573 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 980121241 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49421 FILM NUMBER: 98502998 BUSINESS ADDRESS: STREET 1: 12103 INDIAN CREEK CT CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3014706100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOCHEM PHARMA INC CENTRAL INDEX KEY: 0000867202 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 STATE OF INCORPORATION: E6 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 275 ARMAND-FRAPPIER BLVD CITY: LAVAL QUEBEC STATE: E6 BUSINESS PHONE: 5146811744 MAIL ADDRESS: STREET 1: 275 ARMAND FRAPPIER BLVD CITY: LAVAL QUEBEC STATE: E6 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* North American Vaccine, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, No Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 657-201-109 - -------------------------------------------------------------------------------- (CUSIP Number) Charles-A. Tessier, Vice-President, Legal Affairs and Corporate Secretary, BioChem Pharma, Inc., 275 Armand Frappier Boulevard, Laval, Quebec H7V 4A7 Canada - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 17, 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 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). 2 SCHEDULE 13D CUSIP NO. 657-201-109 PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BIOCHEM PHARMA INC. (formerly IAF BioChem International Inc.) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Laval, Quebec, Canada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 11,248,488 Common Stock Plus 69,374 Vested Options BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 11,248,488 Common Stock Plus 69,374 Vested Options PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 11,248,488 Common Stock Plus 69,374 Vested Options ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,317,862 Common Stock (11,248,488 Common Stock Plus 69,374 Vested Options) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / n/a - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 of 5 Pages Item 1. Security and Issuer. This Amendment relates to the Common Stock, no par value (the "Common Stock") of North American Vaccine, Inc. (the "Company"), 12103 Indian Creek Court, Beltsville, Maryland, U.S.A. 20705. Item 2. Identity and Background. This Amendment is being filed by BioChem Pharma Inc. ("BioChem"). BioChem is a publicly-owned Canadian pharmaceutical company incorporated under the laws of Quebec, Canada. BioChem has specialized since 1986 in the research, development, manufacture and sale of products for the diagnosis, treatment and prevention of diseases involving the immune system. The principal executive offices of BioChem are at 275 Armand-Frappier Boulevard, Suite 600, Laval, Quebec, H7V 4A7 and its telephone number is (514) 681-1744. BioChem has not, during the last five years, or at any time prior thereto: (a) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); or (b) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in its having been or being subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The transaction being reported is the exercise of stock options perviously granted to BioChem by the Company. The options were for a total of 46,152 shares of the Company's Common Stock at an exercise price of $1.813 per share. the total exercise price was $83,673.58. BioChem paid the exercise price from its working capital. 4 Page 4 of 5 Pages Item 4. Purpose of Transaction. The purpose of the acquisitions was to exercise favorable options. The transaction will not result in: (a) a sale or transfer of material amount of the assets of the Company or any of its subsidiaries; (b) any other material change in the company's business or corporate structure; (c) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (d) causing the Company's Common Stock to cease to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association. Item 5. Interest in Securities of the Issuer. (a) Following a stock split of two common shares for one common share on January 29, 1992, BioChem owns 11,248,488 shares of the Company's Common Stock, 1,000,000 shares of the Company's Class A Preferred Stock and options to purchase 69,374 shares of the Company's Common Stock. As of the date hereof, BioChem beneficially owns an aggregate amount of 13,317,862 of the Company's Common Stock. (b) The amount disclosed includes 1,000,000 shares of the Company's Class A Preferred Stock which are convertible into 2,000,000 shares of the Company's Common Stock, 69,374 shares of the Company's Common Stock which may be purchased upon the exercise of stock options currently exercisable. 5 Page 5 of 5 Pages (c) BioChem has sole and exclusive voting and dispositive power with respect to all shares of the Company's Common Stock and Class A Preferred Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With respect to Securities of the Issuer. No change from the Schedule 13D as originally filed. Item 7. Material to be Filed as Exhibits. Not applicable. 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 . BIOCHEM PHARMA INC. By: /s/ Charles-A. Tessier ------------------------------ Charles-A. Tessier Vice-President, Legal Affairs and Corporate Secretary Dated: January 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----