-----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, H4YGbu03wP8hiHD+a++s/QH4LJntU4Z5dlymuTEBqhGLu7gKAY6JHOMy+6vV/e82 3wawEBwmc7RMVV6LJnYMVw== 0000950136-96-000742.txt : 19960828 0000950136-96-000742.hdr.sgml : 19960828 ACCESSION NUMBER: 0000950136-96-000742 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960827 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMARILLO BIOSCIENCES INC CENTRAL INDEX KEY: 0001014763 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 751974352 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46755 FILM NUMBER: 96621198 BUSINESS ADDRESS: STREET 1: 800 W 9TH AVE CITY: AMARILLO STATE: TX ZIP: 79101-3206 BUSINESS PHONE: 8063761741 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOCHIDA PHARMACEUTICAL CO LTD CENTRAL INDEX KEY: 0000937710 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7 YOTSUYA 1-CHROME STREET 2: SHINJUKU-KU CITY: TOKYO 160 STATE: M0 ZIP: 00000 MAIL ADDRESS: STREET 1: 7 YOTSUYA 1 CHROME STREET 2: SHINJUKU KU CITY: TOKYO 160 JAPAN STATE: M0 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ------ Amarillo Biosciences, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 02301P 10 6 ------------------------------------------------------ (CUSIP Number) Naoya Bessho, Manager, Licensing & Business Development Division, Mochida Pharmaceutical Co., Ltd., 7 Yotsuya 1-chome, Shinjuku-ku, Tokyo 160, Japan, 81-3-3225-5451 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 13, 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 [x]. (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). Page 1 of 7 Pages
SCHEDULE 13D CUSIP NO. 02301P 10 6 PAGE 2 OF 7 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mochida Pharmaceutical Co., Ltd. - ------------------------------------------------------------------------------ 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 ITEMS 2(d) OR 2(e) [ ] Not applicable - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Japan - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER 300,000 SHARES ------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER Not applicable OWNED BY ------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 300,000 REPORTING ------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER Not applicable - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - ------------------------------------------------------------------------------ 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) 5.9% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO** - -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 7 Pages ADDITIONAL ITEMS FOR SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This statement relates to the common stock par value US$0.01 per share (the "Common Stock"), of Amarillo Biosciences, Inc. (the "Issuer"), whose principal executive offices are located at 800 West 9th Avenue, Amarillo, Texas 79101. ITEM 2. IDENTITY AND BACKGROUND Mochida Pharmaceutical Co., Ltd., a Japan corporation ("Mochida"), is engaged in the business of developing and marketing, among other things, ethical drugs, diagnostic reagents, skin care products and medical electronics and equipment. Its principal offices are located at 7, Yotsuya 1-chome, Shinjuku-ku, Tokyo 160, Japan. Its executive officers and directors are as follows: CHAIRMAN Ei Mochida, Ph.D. PRESIDENT Susumu Watanabe SENIOR EXECUTIVE VICE PRESIDENTS Noboru Aizawa, M.D. Kiyoshi Yamaguchi SENIOR EXECUTIVE MANAGING DIRECTOR Kenji Yoshizumi EXECUTIVE DIRECTORS Yasuyuki Kunihiro Hiroyuki Hashizume, M.D. Kazuo Okazaki Junsuke Deguchi Hiroshi Kosuzume, M.D. Masahiro Nobuhara, Ph.D. Morio Koshimizu Tetsuo Nakajima Page 3 of 7 Pages Information herein with respect to the executive officers and directors of Mochida is given to the best of Mochida's knowledge. The business address for each of the above-listed executive officers and directors (all of whose principal occupations are with Mochida) are the same as Mochida and each is a national of Japan. Neither Mochida nor any of the above-listed persons has been convicted in a criminal proceeding (excluding minor traffic violations and similar misdemeanors) or is or has been subject to a judgment, decree or trial order enjoining violations of or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws during the last five years. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of funds used in making the purchase is Mochida's working capital. The amount of funds used is US$1,500,000.00. ITEM 4. PURPOSE OF TRANSACTION The securities which are the subject of this statement were acquired by Mochida solely for investment purposes. (a)-(c) Neither Mochida nor any executive officer or director has any present plans or proposals with respect to the Issuer which relate to or would result in any of the events specified in paragraphs (a) through (c) of Item 4 of Schedule 13D. (d) Mochida and Issuer are discussing the possibility of Mochida designating one director for Issuer's board of directors and Issuer nominating and using its best efforts to have elected such designee, thereby increasing the number of Issuer's directors from the present seven to eight. The proposed Mochida designee is Naoyuki Mochida, who has been the General Manager of Mochida's Development Planning Department since April 1996. If Mochida and Issuer agree on this proposal, it is contemplated that Mr. Mochida would become a director of Issuer at Issuer's next annual meeting of shareholders, in or around May 1997. (e)-(j) Neither Mochida nor any executive officer or director has any present plans or proposals with respect to the Issuer which relate to or would result in any of the events specified in paragraphs (e) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(c) According to the final prospectus of the Issuer relating to its offering of 2,000,000 shares of Common Stock dated August 7, 1996, there are 5,114,232 shares of Common Stock outstanding. Mochida has sole voting and sole dispositive power with respect to 300,000 shares of Common Stock which it beneficially owns, which amount constitutes approximately 5.9% of the outstanding shares of Common Stock. Page 4 of 7 Pages On August 13, 1996, Mochida acquired the 300,000 shares of common stock which are the subject of this statement at US$5.00 per share. The shares were acquired in the Issuer's initial public offering. Payment of the US$1,500,000.00 amount was made by wire transfer. (d)-(e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Mochida's proposed Letter of Intent relating to the matter disclosed in Item 4, paragraph (d), is exhibited hereto and filed herewith. 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. DATED: August 21, 1996 MOCHIDA PHARMACEUTICAL CO., LTD. /s/ EI MOCHIDA --------------------------------- Ei Mochida Chairman Page 5 of 7 Pages LETTER OF INTENT Amarillo Bioscience, Inc., a US corporation having its principal office at 800 West 9th Avenue, Amarillo, Texas 70101, United States (hereinafter referred to as "ABIO"), and Mochida Pharmaceutical Co., Ltd., a Japanese corporation having its registered office at 7, Yotsuya 1-chome, Shinjuku-ku, Tokyo 160, Japan (hereinafter referred to as "MOCHIDA"), hereby confirm that both parties have an intention to negotiate on the following items in good faith and enter into an Agreement(s) as soon as practicably possible. ITEMS 1. MARKETING AGREEMENT Both parties shall discuss terms and conditions of an agreement(s) with respect to the marketing of the low dose interferon alpha preparation manufactured by MOCHIDA in Asia, including but not limited to a scheme of collaboration, grant of license, the exact territory and role of both parties. 2. EXCHANGE OF TECHNICAL DATA AND/OR INFORMATION Soon after the conclusion of the basic structure of Marketing Agreement between the parties, both parties shall discuss collaboration agreement in development and research. Such agreement shall include the exchange of both parties technical information and the basic research. 3. DIRECTOR AND MEMBER OF SCIENTIFIC ADVISORY BOARD As a basis of collaboration, ABIO will cooperate to recommend a candidate as a director designated by MOCHIDA at the annual meeting of shareholders and accept a MOCHIDA scientist as Pages 6 of 7 Pages a member of Scientific Advisory Board. IN WITNESS WHEREOF, the parties have caused this Letter of Intent to be executed by their duly authorized officers in duplicate on the date below. Amarillo Bioscience, Inc. By: ---------------------------------- Name: Joseph M. Cummins, DVM, Ph.D. Title: President & CEO Date: MOCHIDA PHARMACEUTICAL CO., LTD. By: ---------------------------------- Name: Hiroyuki Hashizume, M.D. Title: Executive Director, Licensing & Business Development Division Date: Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----