UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTERLEUKEN GENETICS, INC.
--------------------------
(Name of Issuer)
Common Stock, no par value
--------------------------
(Title of Class of Securities)
(CUSIP Number)
MSSI LLC
c/o Richard L. Fisher
299 Park Avenue
New York, NY 10017
(212) 752-5000
-------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
copy to:
John N. Turitzin
Battle Fowler LLP
75 East 55th Street
New York, NY 10022
(212) 856-7000
August 20, 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 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./ /
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.
Page 1 of 8 Pages
872218.3
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CUSIP No._______________ SCHEDULE 13D Page 2 of 8 Pages
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
MSSI LLC 13-4075839
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)/X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER MSSI LLC
NUMBER OF 2,300,000
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER MSSI LLC
PERSON WITH
2,300,000
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
MSSI LLC
2,300,000
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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)
13.89%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
* 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
Page 2 of 8 Pages
872218.3
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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 3 of 8 Pages
872218.3
<PAGE>
Item 1. Security and Issuer.
This statement is related to the Common Stock, no par value ("Common
Stock"), of Interleukin Genetics, Inc., a Texas corporation ("IGI"). The address
of the principal executive offices of IGI is 100 N.E. Loop 410, Suite 820, San
Antonio, TX 782167-4769.
Item 2. Identity and Background.
This statement is being filed on behalf of MSSI LLC, a limited liability
company formed under the laws of New York (the "Company"). The members of the
Company are M. Anthony Fisher, Richard L. Fisher, Arnold Fisher (M. Anthony
Fisher, Richard L. Fisher, and Arnold Fisher are collectively the "Managing
Members"), Kenneth Fisher, Steven Fisher and Martin L. Edelman (collectively,
and together with the Managing Members, the "Members"). The Company and the
Members are hereinafter sometimes collectively referred to as the "Item 2
Persons."
The Company, a New York limited liability company, was formed pursuant to
the filing of the Articles of Organization of the company on July 12, 1999, and
has not engaged in any business since its creation other than that incident to
its organization and this investment. The business and purposes of the Company
include, without limitation, the acquisition, directly or indirectly, of
beneficial ownership of Common Stock.
The Managing Members of the Company are authorized to conduct and manage
the affairs of the Company. Allocations of profits and losses of the Company
will be shared by the Members in accordance with their respective percentage
interests in the Company at the time of each such allocation.
Attached as Schedule 1 hereto and incorporated by reference herein is a
list of each Member of the Company. Schedule 1 also sets forth the present
principal occupation or employment of each person listed therein and the name,
principal business and address of any corporation or other organization in which
such employment is conducted.
None of the Item 2 Persons including, without limitation, the persons
identified on Schedule I hereto, has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a 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.
All of the Item 2 Persons are citizens of the United States. The business
address and address of the principal office of the Company is 299 Park Avenue,
New York, New York
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872218.3
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10171. The business address of all other persons set forth on Schedule I hereto
is as shown on Schedule I.
Item 3. Source and Amount of Funds or Other Consideration.
On June 9, 1999, Arnold Fisher and Steven Fisher purchased for cash 360,000
and 100,000 shares of IGI's Series A Preferred Stock, respectively, in a private
placement. Arnold Fisher and Steven Fisher paid for the purchase with personal
funds. Such shares were subsequently contributed to MSSI LLC by Arnold Fisher
and Steven Fisher. At IGI's August 20, 1999 Annual Shareholders Meeting, the
shareholders approved the issuance of the Common Stock issued upon the
conversion of the Series A Preferred Stock and the amendment to IGI's
Certificate of Incorporation to increase the number of authorized shares in
accordance with the private placement of the Series A Preferred Stock (the
"Private Placement"). This action automatically caused the Series A Preferred
Stock to convert into five shares of IGI Common Stock for each Series A
Preferred Share then held. MSSI LLC, now owns 2,300,000 shares of the common
shares of IGI.
Item 4. Purpose of Transaction.
MSSI LLC acquired the shares of IGI as an investment.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on September 9, 1999, MSSI LLC owned
2,300,000 shares of Common Stock, constituting 13.89% of the Company's
outstanding shares of Common Stock.
(b) MSSI LLC has sole power to vote or to direct the vote of all shares of
Common Stock referred to in paragraph (a) above, and sole power to dispose or to
direct the disposition of all such shares.
(c) MSSI LLC has effected no transactions in shares of the Company's Common
Stock during the past 60 days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See disclosure in Item 5. IGI has entered into a Registration Rights
Agreement with the Company and each of the parties to the Private Placement
pursuant to which IGI is required to file, and use its best efforts to make
effective, a registration statement relating to newly
Page 5 of 8 Pages
872218.3
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issued shares of its Common Stock. On or about August 24, 1999, IGI filed with
the Securities and Exchange Commission a registration statement on Form S-3
covering the possible resale of all of MSSI LLC's 2,300,000 common shares, along
with the shares of other IGI selling shareholders. In addition, MSSI has agreed
to act in accordance with all relevant Federal Securities laws in the sale of
its shares of IGI Common Stock.
Item 7. Material to be Filed as Exhibits.
Page 6 of 8 Pages
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Schedule I
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Name of Individual Present Principal Occupation
- ------------------ ----------------------------
Richard L. Fisher 299 Park Avenue, New York, New York 10171.
Self-employed; engaged in private investment
activities, financial management and real
estate ownership and development, among other
businesses. Managing Member of the Company.
M. Anthony Fisher 299 Park Avenue, New York, New York 10171. Self-
employed; engaged in private investment
activities, financial management and real estate
ownership and development, among other
businesses. Managing Member of the Company.
Arnold Fisher 299 Park Avenue, New York, New York 10171. Self-
employed; engaged in private investment
activities, financial management and real estate
ownership and development, among other
businesses. Managing Member of the Company.
Kenneth Fisher 299 Park Avenue, New York, New York 10171.
Self-employed; engaged in private investment
activities, financial management and real estate
ownership and development, among other
businesses. Member of the Company.
Steven Fisher 299 Park Avenue, New York, New York 10171.
Self-employed; engaged in private investment
activities, financial management and real
estate ownership and development, among other
businesses. Member of the Company.
Martin L. Edelman Of Counsel to the law firm of Battle Fowler LLP,
75 East 55th Street, New York, New York 10022.
Member of the Company.
Page 7 of 8 Pages
872218.3
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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.
MSSI LLC
By:/s/ Richard L. Fisher
------------------------------
Name:
Title: Managing Member
Dated: As of September 13, 1999
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872218.3
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