UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
Maxim Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
57772MI07
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(CUSIP Number)
Todd J. Emmerman, Esq.
c/o Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022
212-940-8873
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1997
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(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 |_|.
(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 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>
CUSIP No. 57772MI07
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Clearwater Fund IV, LLC
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2 Check the Appropriate Box If a Member of a Group*
a. |X|
b. |_|
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3 SEC Use Only
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4 Source of Funds*
WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
Number of
Shares 829,000 Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
829,000 Shares
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
829,000 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
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13 Percent of Class Represented By Amount in Row (11)
9.0%
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14 Type of Reporting Person*
OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2
<PAGE>
CUSIP No. 57772MI07
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Clearwater Offshore Fund Ltd.
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2 Check the Appropriate Box If a Member of a Group*
a. |X|
b. |_|
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3 SEC Use Only
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4 Source of Funds*
WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Bahamas
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7 Sole Voting Power
Number of
Shares 200,183 Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
200,183 Shares
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
200,183 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
2.2%
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14 Type of Reporting Person*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3
<PAGE>
Item 1. Security and Issuer
This statement relates to the shares of Common Stock, .001 par value per
share (the "Common Stock"), of Maxim Pharmaceuticals, Inc. (the
"Company"), a corporation organized under the laws of the State of
Delaware. The principal executive offices of the Company are located at
3099 Science Park Road, Suite 150, San Diego, California 92121.
Item 2. Identity and Background
(a)-(c)
Clearwater Fund IV, LLC ("Clearwater LLC") is a Delaware limited liability
company whose investment strategy is to make investments in debt and
equity securities private placements. The principal business address of
Clearwater LLC is 611 Druid Road East, Suite 200, Clearwater, Florida,
33756. The Managing Member of Clearwater LLC is Hans Frederic Heye. Mr.
Heye's principal business address is 611 Druid Road East, Suite 200,
Clearwater, Florida 33756. Mr. Heye is principally employed as the
President of the Clearwater Funds, a series of private investment
entities.
Clearwater Offshore Fund Ltd. ("Clearwater Offshore") is a Bahamian
corporation whose investment strategy is to make investments in debt and
equity securities private placements. The principal business address of
Clearwater Offshore is c/o New World Trustees (Bahamas) Limited,
Euro-Canadian Centre, Marlboro Street, P.O. Box N-4465, Nassau, Bahamas.
The trading manager of Clearwater Offshore is Clearwater Futures, Inc.,
the President of which is Mr. Heye. The address of Clearwater Futures if
611 Druid Road East, Suite 200, Clearwater, Florida 33756. The Directors
of Clearwater Offshore are Silkwood Nominees Ltd., a Bahamian corporation
and Manning Consultant Ltd., a Bahamian Corporation, each of which
principally functions as a provider of administrative services for
offshore funds.
Pursuant to Rule 13d-1(f)(1) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), this Schedule 13D is being filed
by Clearwater Offshore and Clearwater LLC. Clearwater Offshore and
Clearwater LLC (collectively, the "Reporting Persons") are making this
single, joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Exchange Act by virtue of
the fact that Mr. Heye, the Managing Member of Clearwater LLC, is the
President of Clearwater Futures, Inc., the trading manager of Clearwater
Offshore.
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<PAGE>
(d) To the best knowledge of the Reporting Persons, during the last five
years, none of the persons named in this Item 2 has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) To the best knowledge of the Reporting Person, during the last five
years, none of the persons names in this Item 2 was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which as a result of such proceeding was or is subject to any judgment,
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.
(f) Mr. Heye is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used by the Reporting Persons to purchase
the shares of Common Stock reported herein (including commissions) was
$7,866,535. The source of funds used to purchase said shares of Common
Stock was working capital.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities reported herein as being
beneficially owned by such Reporting Persons for investment purposes.
Depending upon market conditions and other factors that the Reporting
Persons may deem material to their investment decisions, the Reporting
Persons may purchase additional shares of the securities of the Company in
the open market or in private transactions, or may dispose of all or a
portion of the securities of the Company that it owns or hereafter may
acquire. Except as otherwise set forth herein, the Reporting Persons have
no plans or proposals which relate to, or could result in any matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(c)
Clearwater LLC beneficially owns 829,000 shares of the Company's Common
Stock (comprising approximately 9.0% of the outstanding Common Stock of
the Company as of February 6, 1998 based on the Company's Annual Report on
Form 10-Q for the period ended December 31, 1997). Clearwater LLC has the
sole power to vote and dispose of all such shares.
Page 5
<PAGE>
Clearwater Offshore beneficially owns 200,183 shares of the Company's
Common Stock (comprising approximately 2.2% of the outstanding Common
Stock of the Company as of February 6, 1998, based on the Company's Annual
Report filed on Form 10-Q for the period ended December 31, 1997).
Clearwater Offshore has the sole power to vote and dispose of all such
shares.
Collectively, Clearwater LLC and Clearwater Offshore beneficially own
1,029,183 shares of the Company's Common Stock representing approximately
11.2% of the outstanding shares of Common Stock of the Comapny as of as of
February 6, 1998 based on the the Company's Annual Report on 10-Q for the
period ended December 31, 1997.
Each of the Reporting Persons acquired beneficial ownership of all of the
shares of Common Stock reported herein as being beneficially owned by each
such Reporting Person in private transactions with the Company and in open
market purchases effected between April 30, 1997 and December 31, 1997.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings of Relationship With Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
1. Agreement, dated March 17, 1998, among the Reporting Persons relating
to the filing of a joint acquisition statement pursuant to Rule
13d-1(f)(1).
Page 6
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 17, 1998
CLEARWATER FUND IV, LLC
/s/ Hans Frederic Heye
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By: Hans Frederic Heye
Title: Managing Member
CLEARWATER OFFSHORE FUND LTD.
By: MANNING CONSULTANT LTD., a director
By: FALKIRK S.A., as attorney-in-fact
/s/ Carol Goodwin
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Title: Director
Page 7
<PAGE>
Exhibit Index
Sequentially
Exhibit No. Description Numbered Page
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1. Agreement, dated March 17, 1998 among the Reporting Persons
relating to the Filing of a joint acquisition statement
pursuant to Rule 13d-1(f)(1).
Page 8
EXHIBIT 1
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) to file a joint
statement on Schedule 13D and amendments thereto pertaining to their beneficial
ownership of shares of Common Stock of Infinite Machines Corp.
This Agreement may be terminated for any reason by any party hereto
immediately upon the personal delivery or facsimile transmission of notice to
that effect to the other parties hereto.
This agreement may be executed in counterparts and all so executed shall
constitute the agreement.
Date: March 17, 1998
CLEARWATER FUND IV, LLC
/s/ Hans Frederic Heye
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By: Hans Frederic Heye
Title: Managing Member
CLEARWATER OFFSHORE FUND LTD.
By: MANNING CONSULTANT LTD., a director
By: FALKIRK S.A., as attorney-in-fact
/s/ Carol Goodwin
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Title: Director
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