-----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, Mbs2Q4x4UERJ7FruLaRd/cYtXiqD4TIP7QHaceX3lBbf+Er4AspdAmhF3quKIgw5 dVm2x9DT/Oh/+4LAG2TY+A== 0001047469-99-019421.txt : 19990512 0001047469-99-019421.hdr.sgml : 19990512 ACCESSION NUMBER: 0001047469-99-019421 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990511 GROUP MEMBERS: ORANGE ACQUISITION CORP. GROUP MEMBERS: PEPTIDE THERAPEUTICS GROUP PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORAVAX INC /DE/ CENTRAL INDEX KEY: 0000900122 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043085209 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48363 FILM NUMBER: 99617471 BUSINESS ADDRESS: STREET 1: 38 SIDNEY ST 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6175266000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEPTIDE THERAPEUTICS GROUP PLC CENTRAL INDEX KEY: 0001073965 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: POWERHOUSE TECHNOLOGY PK 100 FULBOURN RD STREET 2: CAMBRIDGE CB1 9PT CITY: ENGLAND STATE: X0 ZIP: 00000 BUSINESS PHONE: 011441223275300 MAIL ADDRESS: STREET 1: POWERHOUSE TECHNOLOGY PK 100 FULBOURN RD STREET 2: CAMBRIDGE CB1 9PT CITY: ENGLAND STATE: X0 SC 13D/A 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)(1) ORAVAX, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 68554 R 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) DR. JOHN BROWN CHIEF EXECUTIVE PEPTIDE THERAPEUTICS GROUP PLC PETERHOUSE TECHNOLOGY PARK, 100 FULBOURN ROAD CAMBRIDGE CB1 9PT, UNITED KINGDOM 011-44-1223-275-300 with a copy to: MICHAEL LYTTON, ESQ. PALMER & DODGE LLP ONE BEACON STREET BOSTON, MA 02110 (617) 573-0100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) MAY 11, 1999 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) - ----------------- (1) 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 (the "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. 68554 R 10 7 13D Page 2 of 7 pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON Peptide Therapeutics Group PLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/ (b) /__/ Not Applicable - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 (d) OR 2 (e) /__/ Not Applicable - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned By Each Reporting Person 7. SOLE VOTING POWER 100(1) ------------------------------------------------- 8. SHARED VOTING POWER 0(2) ------------------------------------------------- 9. SOLE DISPOSITIVE POWER 100(1) ------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0(2) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100(1) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /__/ Not Applicable - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100.00% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (1) See Items 3 and 4. (2) See Item 6. CUSIP No. 68554 R 10 7 13D Page 3 of 7 pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON Orange Acquisition Corp. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/ (b) /__/ Not Applicable - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 (d) OR 2 (e) /__/ Not Applicable - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned By Each Reporting Person 7. SOLE VOTING POWER 0(1) ------------------------------------------------- 8. SHARED VOTING POWER 0(2) ------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0(1) ------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0(2) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0(1) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /__/ Not Applicable - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- CUSIP No. 68554 R 10 7 13D Page 4 of 7 pages This Amendment No. 3 amends and supplements the Statement on Schedule 13D (the "Original Statement") filed by Peptide Therapeutics Group PLC ("Peptide") and Orange Acquisition Corp. ("Orange Sub" and together with Peptide the "Purchaser") with the United States Securities and Exchange Commission on November 20, 1998, as amended and supplemented pursuant to Amendment No. 1 and Amendment No. 2 filed by Peptide and Orange Sub on January 11, 1999 and January 28, 1999, respectively. Except as set forth below, there are no changes to the information set forth in the Original Statement, as amended. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Statement. ITEM 2. IDENTIFY AND BACKGROUND. Item 2 is amended by replacing the first paragraph thereof with the following paragraph: (a) - (c) and (f) This Statement is being filed by Peptide Therapeutics Group plc, an English public limited company ("Peptide"), and its wholly-owned subsidiary, Orange Acquisition Corp., a Delaware corporation ("Orange Sub" and together with Peptide, the "Purchaser"). The principal executive offices of Peptide and Orange Sub are located at Peterhouse Technology Park, 100 Fulbourn Road, Cambridge CB1 9PT, United Kingdom. Peptide is a biopharmaceutical company involved in the research and development of novel drugs and vaccines. Orange Sub was recently formed for the sole purpose of effecting the purchase of the Shares (as defined below). ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended by replacing the last two paragraphs thereof with the following paragraphs: On May 10, 1999 the Merger was approved by the shareholders of OraVax and Peptide. The Merger became effective on May 11, 1999. Pursuant to the Merger Agreement, a wholly-owned subsidiary of Peptide ("Merger Sub") was merged with and into OraVax at the effective time of the Merger. The surviving corporation in the Merger was OraVax, which will now operate as a wholly-owned subsidiary of Peptide. Pursuant to the Merger Agreement, all holders of OraVax Common Stock on the record date of March 11, 1999 received 0.50913 Peptide ordinary shares for each share of OraVax Common Stock. The Convertible Preferred Stock and Common Stock held by Purchaser was cancelled upon consummation of the Merger. The remaining holders of 5% of the outstanding Convertible Preferred Stock received a cash payment in the aggregate amount of $7,038.00. Each of the 100 shares of Common Stock of Merger Sub outstanding prior to the effective time of the Merger was converted into and became one outstanding share of Common Stock of OraVax. As a result of the Merger, the OraVax Common Stock will be deregistered pursuant to a Notice of Termination of Registration under Section 12(g) of the Securities Act of 1934 filed with the Securities and Exchange Commission on May 11, 1999. CUSIP No. 68554 R 10 7 13D Page 5 of 7 pages Pursuant to the Overview Agreement, OraVax and PMC entered into additional license agreements at the effective time of the Merger, relating to the development of vaccines against JE, TBE and HEPC based upon OraVax technology. The additional license agreements grant PMC world wide exclusive rights to the JE and TBE vaccines and a fifty percent share in world wide exclusive rights to the HEPC vaccines. Under the terms of these license agreements, OraVax will develop the vaccines through completion of early stage clinical trials. PMC will address advanced development, manufacturing, sales, marketing and distribution of the vaccines. PMC and OraVax also modified the joint venture agreement to expand the joint venture to the development of vaccines against HEPC. Another agreement executed by PMC and OraVax allows PMC to defer an aggregate of $3 million in future milestone payments to OraVax relating to certain license agreements between PMC and OraVax. In addition, PMC made a $3 million equity investment in ordinary shares of Peptide pursuant to the Standstill Agreement. A copy of the Overview Agreement and Standstill Agreement was filed as Exhibit 5 and Exhibit 7, respectively, to Amendment No. 1 of Schedule 13D and incorporated herein by reference. The foregoing summary of the contents of the Merger Agreement, Amendment No. 1, Amendment No. 2, the Stock Purchase Agreement, the Standstill Agreement and the Overview Agreement is qualified in its entirety by reference to the exhibits hereto. Except as set forth in this Item 4, the Merger Agreement, Amendment No. 1, Amendment No. 2, the Stock Purchase Agreement, the Stockholder Voting Agreement (as described below), the Affiliate Letter (as described below), the Standstill Agreement (as described below) or the Overview Agreement, neither Peptide, Orange Sub or, to the best of Peptide's or Orange Sub's knowledge, any of the individuals named in Schedule I hereto, has any plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is amended by replacing the last two paragraphs thereof with the following paragraphs: As required by the Merger Agreement, each director, executive officer and affiliate of OraVax executed and delivered to Peptide an Affiliate Letter before the effective time of the merger. The Affiliate Letter imposes certain restrictions on the sale of the Peptide ordinary shares received by such directors, executive officers and affiliates in exchange for their OraVax Common Stock. The foregoing summary of the contents of the Merger Agreement, Stockholder Voting Agreement, the Affiliate Letter and the Standstill Agreement is qualified in its entirety by reference to the exhibits hereto. Except as provided in the Merger Agreement, Amendment No. 1, Amendment No. 2, the Stock Purchase Agreement, the Stockholder Voting Agreement, the Affiliate Letter, the Standstill Agreement or the Overview Agreement, or as set forth herein, neither Peptide, Orange Sub or, to CUSIP No. 68554 R 10 7 13D Page 6 of 7 pages the best of Peptide's or Orange Sub's knowledge, any of the individuals named in Schedule I hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of OraVax, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is amended by adding the following to the list of exhibits: Exhibit 8 - Form of Affiliate Letter between certain affiliates of OraVax, Inc. and Peptide Therapeutics Group plc. CUSIP No. 68554 R 10 7 13D Page 7 of 7 pages SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned corporations certifies that the information set forth in this statement is true, complete and correct. May 11, 1999 PEPTIDE THERAPEUTICS GROUP PLC By: /s/ Gordon Cameron -------------------------------- Gordon Cameron Finance Director ORANGE ACQUISITION CORP. By: /s/ Gordon Cameron -------------------------------- Gordon Cameron Treasurer EX-8 2 EXHIBIT 8 EXHIBIT 8 FORM OF AFFILIATE LETTER _____________, 1999 Peptide Therapeutics Group plc Peterhouse Technology Park 100 Fulbourn Road Cambridge United Kingdom CB1 9PT Ladies and Gentlemen: Pursuant to the Restated Agreement and Plan of Acquisition dated as of November 10, 1998, as amended, (the "Merger Agreement"), among Peptide Therapeutics Group plc (Parent"), a corporation organized and existing under the laws of England and Wales, Peach Acquisition Corp. ("Merger Sub"), a Delaware corporation and OraVax, Inc. ("Seller"), a Delaware corporation, providing for the merger of Seller with and into Merger Sub (the "Merger"), the undersigned will receive ordinary shares, nominal value 10 pence per share, of Parent ("Parent Shares") in exchange for the shares of common stock, $0.001 par value per share, of Seller (the "Seller Shares") owned by the undersigned. The undersigned understand (a) that he or she may be deemed to be an "affiliate" of Seller for purposes of Rule 145 under the Securities Act of 1933, as amended (the "Act") and (b) that Parent is relying upon the representations, warranties and agreements of the undersigned in entering into the Merger Agreement. With respect to the Parent Shares which the undersigned may receive in the Merger, the undersigned represents and warrants to, and agrees with, Parent as follows: (1) The undersigned will not offer to sell, sell or otherwise dispose of any Parent Shares except pursuant to Rule 145(d) under the Act, an effective registration statement under the Act or an exemption from the registration requirements under the Act. (2) The undersigned will not offer to sell, sell or otherwise dispose of the Parent Shares outside of the United States during the 180 days following the time of the Merger. (3) The undersigned understands that Parent is under no obligation to register the sale or other disposition by the undersigned of Parent Shares received in the Merger or to take any action necessary in order to make an exemption from registration available. (4) The undersigned understands that the certificates representing the Parent Shares received by the undersigned in the Merger will be placed on the "stop-transfer list" maintained by the transfer agent for the Parent Shares and there will be placed on the certificates representing such Parent Shares and any certificates representing Parent Shares delivered in substitution or exchange therefor, a legend stating in substance: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED (1) IN ACCORDANCE WITH RULE 145(D) UNDER THE SECURITIES ACT OF 1933 (THE "ACT"); (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (3) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE ACT. TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO RESTRICTED UNDER AN AGREEMENT, DATED NOVEMBER 10, 1998, A COPY OF WHICH MAY BE OBTAINED FROM PEPTIDE THERAPEUTICS GROUP PLC. The undersigned has carefully read this letter and has obtained such advice regarding execution of this letter as the undersigned deemed necessary. Very truly yours, Name:_____________________________ Address:__________________________ __________________________________ Accepted: PEPTIDE THERAPEUTICS GROUP PLC By:_______________________________ Name: Title: Dated: _____________, 1999 2 -----END PRIVACY-ENHANCED MESSAGE-----