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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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VIMRX PHARMACEUTICALS INC.
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
927186106
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(CUSIP Number)
J. Patrick Fitzsimmons
One Baxter Parkway
Deerfield, IL 60015
Telephone: (847) 948-3781
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 17, 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 / /.
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).
(Continued on following page(s))
Page 1 of 3 Pages
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CUSIP No. 927186106 13D Page 2 of 3 Pages
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(1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
BAXTER INTERNATIONAL INC
I.R.S. Identification Number: 36-0781620
BAXTER HEALTHCARE CORPORATION
I.R.S. Identification Number: 36-2604143
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(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC
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(5) Check 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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Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
11,000,000
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(9) Sole Dispositive Power
-0-
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(10) Shared Dispositive Power
11,000,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,000,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
16.5%
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(14) Type of Reporting Person (See Instructions)
CO
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Page 3 of 3 Pages
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This Schedule 13D relates to the holdings of Baxter Healthcare Corporation, a
Delaware corporation ("Purchaser"), of 11,000,000 shares (the "Shares") of
common stock, $0.001 par value per share ("Common Stock"), of VIMRX
Pharmaceuticals Inc., a Delaware corporation (the "Company").
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of the Company. The address of
the principal executive offices of the Company is:
2571 Centerville Road
Suite 210
Wilmington, Delaware 19808
Telephone: (302) 998-1734
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Purchaser and Baxter International Inc., a
Delaware corporation and the owner of 100% of the capital stock of Purchaser
(the "Parent"). The principal executive offices of Purchaser and Parent are
located at One Baxter Parkway, Deerfield, Illinois, 60015. Purchaser and
Parent are engaged in the worldwide development, distribution and manufacture
of a diversified line of products, systems and services used primarily in the
healthcare field.
Neither Parent nor Purchaser, nor, to the best of the knowledge of Parent and
Purchaser, any director or executive officer of Parent or Purchaser, has
been, during the last five years, (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Purchaser received the funds necessary to purchase the Shares from Parent.
Parent transferred such funds to Purchaser from Parent's working capital.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to an asset purchase agreement dated October 10, 1997 (the "Asset
Purchase Agreement"), the Company acquired the assets of Purchaser's
Immunotherapy Division in exchange for common and preferred stock of the
Company, including the 11,000,000 shares of Common Stock. The assets acquired
by the Company are held by a new subsidiary of the Company, jointly owned by
the Company and Purchaser. The preferred shares of the Company acquired by
Purchaser are convertible into Common Stock (i) at the option of Purchaser,
at any time after 18 months after the date of issuance and (ii) automatically
upon the occurrence of certain specified events. Other than as described
above, neither Purchaser nor Parent has any plans or proposals which relate
to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule
13D (although each reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Except as set forth above, neither Purchaser, Parent, nor, to the best of the
knowledge of Purchaser and Parent, any director or executive officer of
Purchaser or Parent beneficially owns any other shares of Common Stock of the
Company.
(a) Purchaser and Parent each beneficially own an aggregate of 11,000,000
shares of Common Stock, which constitute approximately 16.5% of the
total number of outstanding shares of Common Stock of the Company.
(b) Purchaser and Parent share the power to vote and dispose of the Shares.
(c) Pursuant to the Asset Purchase Agreement, Purchaser and Parent acquired
11,000,000 shares of Common Stock on December 17, 1997.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth above, to the best knowledge of Purchaser and Parent, no
contracts, arrangements, understandings or relationships (legal or otherwise)
exist among the persons named in Item 2 above, or between such persons and
any other person with respect to any securities of the Company, including,
but not limited to, transfer or voting of such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding or proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT 7.1 Asset Purchase Agreement dated October 10, 1997 by and among the
Company, Purchaser and BIT Acquisition Corp. (incorporated by
reference to Annex A of the Proxy Statement contained in the
Schedule 14-A filed by the Company (Commission File No. 000-28124)
on November 6, 1997.
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.
DATE: December 23, 1997
BAXTER HEALTHCARE CORPORATION
By: /s/ J. Patrick Fitzsimmons
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Assistant Secretary
BAXTER INTERNATIONAL INC.
By: /s/ Jan Stern Reed
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Assistant Secretary
