CUSIP NO: 449730209 Page 1 of 11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IMX PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
449730209
(CUSIP Number)
Phillip T. Ridolfo, Esq.
Greenberg Traurig, P.A.
777 S. Flagler Drive, Suite 300-East Tower
West Palm Beach, Florida 33401
(561) 650-7993
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 22, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13.d-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 ss.240.13d-7 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 (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).
<PAGE>
CUSIP NO: 449730209 Page 2 of 11
- --------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William A. Forster
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
(See Item 3)
- --------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- --------- ----------------------------------------------------------------------
- --------------------- ------- --------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,159,485
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,346,651
------- --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,159,485
------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
46,651
- --------------------- ------- --------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,506,136
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------- ----------------------------------------------------------------------
<PAGE>
CUSIP NO: 449730209 Page 3 of 11
- --------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tandilly Company Limited
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
None (see Item 3)
- --------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Gibraltar
- --------- ----------------------------------------------------------------------
- --------------------- ------- --------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 400,000
------- --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 400,000
------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------- ------- --------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------- ----------------------------------------------------------------------
<PAGE>
CUSIP NO: 449730209 Page 4 of 11
- --------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Omaha Investments Limited
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
None (see Item 3)
- --------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Gibraltar
- --------- ----------------------------------------------------------------------
- --------------------- ------- --------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 94,500
------- --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 94,500
------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------- ------- --------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,500
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------- ----------------------------------------------------------------------
<PAGE>
CUSIP NO: 449730209 Page 5 of 11
- --------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Benson Holdings Limited
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
None (see Item 3)
- --------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Gibraltar
- --------- ----------------------------------------------------------------------
- --------------------- ------- --------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 389,268
------- --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 389,268
------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------- ------- --------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
389,268
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------- ----------------------------------------------------------------------
<PAGE>
CUSIP NO: 449730209 Page 6 of 11
- --------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
East Church Limited
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
None (see Item 3)
- --------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Gibraltar
- --------- ----------------------------------------------------------------------
- --------------------- ------- --------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 16,232
------- --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 16,232
------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------- ------- --------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,232
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------- ----------------------------------------------------------------------
<PAGE>
CUSIP NO: 449730209 Page 7 of 11
- --------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
East Asia Development Limited
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
None (see Item 3)
- --------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TO BE COMPLETED
- --------------------- ------- --------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 400,000
------- --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 400,000
------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------- ------- --------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------- ----------------------------------------------------------------------
<PAGE>
CUSIP NO: 449730209 Page 8 of 11
ITEM 1: SECURITY AND ISSUER:
1(a) Common Stock, $.10 per share par value
1(b) IMX Pharmaceuticals, Inc., (the "Issuer"), 2295 Corporate
Boulevard, Suite 131, Boca Raton, Florida 33431.
ITEM 2: IDENTITY AND BACKGROUND:
2(a)- (c)
(i) William A. Forster ("Forster") is President and Chief
Executive Officer of IMX Pharmaceuticals, Inc. (Issuer), 2295 Corporate
Boulevard, Suite 131, Boca Raton, Florida 33431.
(ii) Tandilly Company Limited is a Trust organized under the
laws of British Virgin Islands. Its principal place of business is c/o Grant
Thornton, Suite 944, Europort, Gibraltar.
(iii) Omaha Investments Limited is a corporation organized
under the laws of Jersey, Channel Islands. Its principal place of business is
c/o Grant Thornton, Suite 944, Europort, Gibraltar.
(iv) Benson Holdings Limited is a corporation organized under
the laws of Jersey, Channel Islands. Its principal place of business is
c/o Grant Thornton, Suite 944, Europort, Gibraltar.
(v) East Church Limited is a corporation organized under the
laws of Gibraltar. Its principal place of business is c/o Grant Thornton, Suite
944, Europort, Gibraltar.
(vi) East Asia Development, Ltd., is a limited liability
corporation organized under the laws of British Virgin Islands. Its principal
place of business is Kensington Chambers, 1st Floor, 50 Kensington Place,
St. Helier, Jersey, Channel Islands.
Collectively, the individual and entities are hereinafter referred to
as the "Reporting Persons."
2(d) None
2(e) None
2(f) Forster is a United States citizen. See responses to Item
2(a-c)(ii), (iii), (iv), (v) and (vii) for domiciles of corporate entities.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective December 22, 1999, the Issuer's Registration Statement on
Form 10 was declared effective by the Securities and Exchange Commission. Thus,
the Reporting Persons became subject to the reporting requirements of the
Securities Exchange Act of 1934. See Item 4 for description of the transactions
also requiring this filing.
ITEM 4: PURPOSE OF TRANSACTION
See Item 6 for a discussion to the Stock Purchase Agreements and Escrow
Agreements.
The purpose of the grant of the Irrevocable Limited Proxy to Forster
and the transactions contemplated by the Stock Purchase Agreements and Escrow
Agreement, is to enable him to cause the removal of certain directors of the
Issuer and the election of certain individuals to the board of directors of the
Issuer. The Irrevocable Limited Proxy is attached hereto as Exhibit 2 and
incorporated by reference herein.
<PAGE>
CUSIP NO: 449730209 Page 9 of 11
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
5(a) The Issuer had 5,811,076 shares of Common Stock outstanding as of
December 31, 1999. Forster owns 619,616 shares directly, 46,651 indirectly,
520,000 shares which may be acquired pursuant to the exercise of vested stock
options and 19,869 shares which may be acquired upon the exercise of warrants to
purchase shares of common stock. By reason of the Irrevocable Limited Proxy, he
is deemed to have shared voting power of an additional 1,300,000 shares in the
aggregate. He may be deemed to be the beneficial owner of 2,506,136 shares or
30.1% of the Issuer's outstanding common stock as of the date of this filing. He
does not have voting power of the 1,300,000 shares of common stock subject to
the Irrevocable Proxy on any matter other than those specified in the
Irrevocable Limited Proxy. See Item 4 for a description of the Irrevocable
Limited Proxy. Tandilly Company Limited owns 400,000 shares directly which
represents 6.9% of the Issuer's outstanding common stock as of the date of this
filing. Omaha Investments Limited owns 94,500 shares directly which represents
1.6% of the Issuer's outstanding common stock as of the date of this filing.
Benson Holdings Limited owns 389,268 shares directly which represents 6.7% of
the Issuer's outstanding common stock as of the date of this filing. East Church
Limited owns 16,232 shares directly which represents .3% of the Issuer's
outstanding common stock as of the date of this filing. East Asia Development
Limited owns 400,000 shares directly which represents 6.9% of the Issuer's
outstanding common stock as of the date of this filing.
5(b) Forster through the Irrevocable Limited Proxy has the power to
vote 2,506,136 shares of common stock of the Issuer. Forster has shared voting
power in connection with 1,346,651 shares of common stock. He possesses sole
dispositive and voting power with 1,159,485 shares of the Issuer and possesses
shared dispositive and voting power in connection with 46,651 shares of common
stock. Tandilly Company Limited has sole dispositive and shared voting power as
to 400,000 shares of common stock of the Issuer and does not possess any shared
dispositive power in connection with the shares of common stock of the Issuer.
Omaha Investments Limited has sole dispositive and shared voting power as to
94,500 shares of common stock of the Issuer and does not possess any shared
dispositive power in connection with the shares of common stock of the Issuer.
Benson Holdings Limited has sole dispositive and shared voting power as to
389,268 shares of common stock of the Issuer and does not possess any shared
dispositive power in connection with the shares of common stock of the Issuer.
East Church Limited has sole dispositive and shared voting power as to 16,232
shares of common stock of the Issuer and does not possess any shared dispositive
power in connection with the shares of common stock of the Issuer. East Asia
Development, Ltd. has sole dispositive and shared voting power as to 400,000
shares of common stock of the Issuer and does not possess any shared dispositive
power in connection with the shares of common stock of the Issuer.
5(c) Other than the transactions which are the subject of this Report,
no other transactions concerning Issuer's securities have been effected by
Reporting Persons within the last 60 days.
5(d) Not applicable.
5(e) Not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Forster has entered into stock purchase agreements with each of the
parties named in Item 2 pursuant to which such named parties agree, upon certain
conditions having been met, to sell their respective shares of common stock of
the Issuer to Forster and/or his assigns for a purchase price equal to $.38 per
share. The contemplated stock purchase transactions are subject to an Escrow
Agreement. Both the Stock Purchase Agreement and Escrow Agreement are attached
to this Report as exhibits and incorporated by reference herein. As part of the
consideration received by Forster for his entering into the
<PAGE>
CUSIP NO: 449730209 Page 10 of 11
stock purchase agreements, each of the selling parties have granted Forster an
Irrevocable Limited Proxy. See Item 4 for a description of the Irrevocable
Limited Proxy.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
No. Description:
- ---------- ------------------------------------------------------------------
1 Form of Stock Purchase Agreement
2. Form of Irrevocable Limited Proxy
3. Form of Escrow Agreement
4 Joint Filing Agreement and Power of Attorney
<PAGE>
CUSIP NO: 449730209 Page 11 of 11
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.
January 12, 2000 /s/ William A. Forster
- --------------------------- -----------------------------------
Date Signature
Name/Title: William A. Forster
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
this statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name an any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
STOCK PURCHASE AGREEMENT
------------------------
STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of this ____ day
of _________, 2000 between _____________, a _____________ ("Seller"), and
____________, a ________________ ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller owns ______________ (___) shares (the "Purchased
Shares") of the outstanding Stock of IMX Pharmaceuticals, Inc., a Utah
corporation (the "Corporation"); and
WHEREAS, Seller desires to sell, assign and transfer, and Buyer desires
to purchase, the Purchased Shares upon the terms and conditions herein provided.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto hereby agree
as follows:
1. Purchase of the Purchased Shares. Buyer shall purchase from Seller,
and Seller shall sell assign and transfer to Buyer, ______________ (____) shares
of common stock of the Corporation at an aggregate purchase price equal to
________________________ Thousand Dollars ($_________).
2. Closing; Termination. The closing, and the termination, of the
transaction herein contemplated shall take place in accordance with the terms
and subject to the conditions set forth in the Escrow Agreement attached to this
Agreement as Exhibit "A" and made a part hereof by reference.
3. Deliveries to Escrow Agent
--------------------------
(a) Upon the execution of this Agreement, (i) Seller shall
deliver to Escrow Agent (a) an executed original of this Agreement; and (b) the
stock certificate representing the Purchased Shares endorsed in blank and (ii)
Seller shall deliver to the Corporation an executed Written Consent in the form
attached hereto as Exhibit "B."
(b) Upon the execution of this Agreement, Buyer shall deliver
to Escrow Agent (i) an executed original of this Agreement; and (ii) cash in an
amount equal to the Purchase Price.
4. Representations and Warranties of Seller. Seller hereby represents
and warrants to Buyer as follows:
(a) Organization and Good Standing; Power and Authority;
Qualifications. Seller (i) is duly organized, validly existing and in good
standing under the laws of the State where Seller is organized, and (ii) has all
requisite corporate power to own, lease and carry on its business as presently
conducted and as proposed to be conducted and to enter into and carry the
transactions contemplated by this Agreement.
(b) Authorization of the Agreement. The execution, delivery
and performance by Seller of the Agreement has been duly authorized by all
requisite corporate
<PAGE>
action on the part of Seller, and the Agreement constitutes a legal, valid and
binding obligation of Seller, enforceable against Seller, in accordance with its
terms, except to the extent that enforceability may be limited by bankruptcy,
insolvency or other similar laws affecting creditor's rights generally.
(c) No Liens; No Voting Agreements. Seller is the owner of the
Purchased Shares free and clear of any direct or indirect claims, liens,
security interests, charges, pledges or encumbrances of any nature whatsoever.
All of the Purchased Shares are validly issued to Seller, fully paid and
non-assessable. There are no existing options, calls or commitments of any
character relating to the Purchased Shares. There are no voting trusts, proxies,
or other similar agreements or shareholder agreements relating to the Purchases
Shares.
(d) Accuracy of Representations. No representation which has
been or shall be made to Buyer in this Agreement or any certificate or
instrument delivered pursuant to this Agreement by Seller contains or will
contain any untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained therein, in the light
of the circumstances under which they were made, not misleading.
(e) Brokers or Finders. Seller and its officers and agents
have incurred no obligation or liability, contingent or otherwise, for brokerage
or finders' fees or agents' commissions or other similar payment in connection
with this Agreement.
(f) Governmental or Third-Party Authorizations. No approval,
consent or authorization of any third-part, or filing or registration with, any
governmental, administrative or regulatory authority is required by Seller for
the execution, delivery or performance of this Agreement.
(g) Violations. The execution, delivery and performance of
this Agreement do not and will not (i) contravene the Certificate of
Incorporation or Bylaws of Seller, (ii) constitute a default under, result in a
breach of, result in the termination of, result in the acceleration or
performance of, require any consent, approval or waiver under, or result in the
imposition of any lien, mortgage, security interest, claim, restriction or other
encumbrance upon any property of Seller.
(h) Litigation. Seller is not a party to any action, suit or
proceeding which shall affect the transaction contemplated pursuant to this
Agreement.
5. Transfer Taxes. Seller agrees that it will pay, and will hold Buyer
harmless from, any and all liability with respect to, any stamp or similar taxes
which may be determined to be payable in connection with the execution and
delivery and performance of this Agreement or any modification, amendment, or
alteration of the terms or provisions of this Agreement.
6. Survival of Representations, Warranties, Agreements and Covenants.
All representations and warranties of Seller hereunder shall survive the
consummation of the transactions contemplated herein for a period of five (5)
years and shall in no way be affected by any investigation of the subject matter
thereof made by or on behalf of Buyer.
7. Indemnification. Seller shall indemnify, defend, and hold Buyer
harmless against all liability, loss or damage, together with all reasonable
costs and expenses related
2
<PAGE>
thereto (including legal and accounting fees and expenses) arising from the
breach of any of the representations, warranties, covenants or agreements made
by it in this Agreement or in any certificate or other instrument delivered
pursuant hereto.
8. Remedies. In case any one or more of the covenants and/or agreements
set forth in this Agreement shall have been breached by Seller, Buyer may
proceed to protect and enforce its rights either by suit in equity and/or by
action at law, including, but not limited to, an action for damages as a result
of any such breach and/or an action for specific performance of any such
covenant or agreement contained in this Agreement.
9. Further Assurances. At any time and from time to time after the date
first written above, Seller, on the one hand, and Buyer, on the other hand,
agree to cooperate with each other, and at the request of the other party, to
execute and deliver any further instruments or documents and to take all such
further action as the other party may reasonably request in order to evidence or
effectuate the consummation of the transactions contemplated hereby relating to
the Stock purchase and to otherwise carry out the intent of the parties
hereunder.
10. Notices. All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or by telecopy, nationally-recognized
overnight courier or first class registered or certified mail, return receipt
requested, postage prepaid, addressed to such party at the address set forth
below or such other address as may hereafter be designated in writing by such
party to the other parties:
(c) if to Seller, to:
----------------------
----------------------
----------------------
----------------------
(d) if to Buyer, to:
----------------------
----------------------
----------------------
----------------------
with a copy to:
Morris C. Brown, Esq.
Greenberg Traurig, P.A.
777 S. Flagler Drive, Suite 300 East
West Palm Beach, FL 33401
11. Amendments. The terms and provisions of this Agreement may be
modified or amended, or any of the provisions hereof waived, temporarily or
permanently, pursuant to the written consent of the parties hereto.
3
<PAGE>
12. Headings. The headings of the Sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.
13. Governing Law. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the laws of
the State of Utah, without regard to its conflicts of law doctrine.
14. Nouns and Pronouns. Whenever the context requires, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of names and pronouns shall include the plural and
vice-versa.
15. Entire Agreement. This Agreement and the other writings referred to
herein or delivered pursuant hereto which form a part hereof contain the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersede all prior and contemporaneous agreements and understandings with
respect thereto.
16. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
----------------------
By:
----------------------------
Name:
Title:
----------------------
----------------------------
Name:
----------------------
4
<PAGE>
EXHIBIT "A"
Escrow Agreement
<PAGE>
EXHIBIT "B"
Written Consent
IRREVOCABLE LIMITED PROXY
The undersigned hereby irrevocably appoints William A. Forster, an
individual residing within the State of Florida, his or its attorney, agent and
proxy, with full power of substitution, for the undersigned and in the name,
place and stead of the undersigned to vote with respect to all Voting Shares (as
defined below) which the undersigned is or may be entitled to vote at any
meeting of IMX Pharmaceutical, Inc., a Utah corporation ("Corporation"), held
after the date hereof, whether annual or special and whether or not an adjourned
meeting, to (1) remove Lawrence Russell, Wes Rogers and Eugene Miller as members
of the Board of Directors of the Corporation; and (2) to elect David Natan, Gary
Spielfogel and Jeffrey Berg as members of the Board of Directors of the
Corporation.
This Proxy is given under and pursuant to that Stock Purchase Agreement
attached hereto. This Proxy is coupled with an interest, shall be irrevocable
and binding on any successor in interest of the undersigned and shall not be
terminated by operation of law upon the occurrence of any event, including,
without limitation, the death or incapacity of the undersigned. This Proxy shall
operate to revoke any prior proxy as to the Voting Shares. For purposes of this
irrevocable limited proxy, the term "Voting Shares" shall mean all voting
securities of the Corporation whether owned on the date hereof or acquired
hereafter (including without limitation, any shares of Common Stock or Preferred
Stock).
Dated: ______________, 2000
-----------------------------------
January 1, 2000
Morris C. Brown, Esq.
Greenberg Traurig, P.A.
777 S. Flagler Drive, Suite 300 East
West Palm Beach. FL 33401
Re: Escrow Agreement
----------------
Dear Mr. Brown:
In connection with those certain Stock Purchase Agreements
(collectively, the "Agreements") by and between the parties listed as buyers on
Schedule "A" to this Escrow Agreement (collectively, the "Buyers"), and the
parties listed as sellers on Schedule "A" to this Escrow Agreement,
(collectively, the "Sellers"), copies of which are attached to this Escrow
Agreement as Composite Exhibit "A" and made a part hereof by reference, the
undersigned appoint you as their Escrow Agent with respect to the stock purchase
transactions contemplated by the Agreements. Unless otherwise defined herein,
all capitalized terms used in this Escrow Agreement shall have the same meaning
as set forth in the Agreements.
Subject to the terms of this Escrow Agreement:
1. You shall receive (a) from each of the Buyers and Sellers fully
executed Agreements; (b) from each of the Buyers and hold in escrow all monies
representing the respective Purchase Prices by check or otherwise in immediately
available funds in the amounts set forth on Schedule "A" to this Escrow
Agreement (individually, the "Purchase Price"); and (c) from each of the Sellers
and hold in escrow the stock certificates and/or duly executed lost stock
certificate affidavit representing the respective Purchased Shares (as defined
in the Agreements) endorsed in blank, until the earlier of (i) receipt by you of
satisfactory evidence of the removal of Lawrence Russell, Westby Rogers and
Eugene Miller from the Board of Directors of IMX and the revocation IMX of the
lock up letters dated September 2, 1998, copies of which are attached hereto as
Exhibit "B" and made a part hereof by reference (the "Documentation"); or (ii)
the close of business on January 31, 2000 unless delayed by (A) any state or
federal law in which case such date will be extended for up to an additional
ninety (90) days or (B) the need for a special shareholders' meeting in which
case such date will be extended through the date of such shareholders' meeting
or such other date as the parties may specify in writing (the "Expiration
Date").
<PAGE>
Phillip T. Ridolfo, Jr., Esq.
January 5, 2000
Page 2
2. In the event that all of the Agreements. Purchase Price and
Purchased Shares are not received by you as of the close of business on January
31, 2000, you shall: (i) void the Agreements and return same to the undersigned
parties; and (ii) return any monies representing the Purchase Price held in
escrow to the Buyers and stock certificates representing the Purchased Shares
held in escrow to the Sellers. In the event that you receive each of the
Agreements, Purchase Price and Purchased Shares in a timely manner but the
Documentation is not received by you prior to the close of business on the
Expiration Date, you shall: (i) void the Agreements and return same to the
undersigned parties; and (ii) return any monies representing the Purchase Price
held in escrow to the Buyers and stock certificates representing the Purchased
Shares held in escrow to the Sellers.
3. Upon receipt of the Documentation, you shall deliver (a) all monies
representing the respective Purchase Prices held in escrow to each of the
Sellers as full payment for the Purchased Shares as provided for in the
Agreements and (b) the stock certificates held in escrow to each of the Buyers
as provided for in the Agreements all such events to constitute the closing
under the Stock Purchase Agreement.
4. The undersigned severally (but not jointly) represent and warrant to
you that the execution, delivery and performance of this Escrow Agreement has
been duly authorized, and does not violate or conflict with any statute,
regulation, order, judgment or writ that is binding upon the representing party
or any of its assets.
5. Unless sooner terminated pursuant to the terms of this Escrow
Agreement, this Escrow Agreement shall terminate and your responsibilities under
this Escrow Agreement shall cease upon the return of the parties respective
property received by you pursuant to this Agreement.
6. To induce you to act as Escrow Agent hereunder, the undersigned
agree as follows:
(a) Except as otherwise provided in this letter, you shall not
in any way be bound or affected by any notice or modification or
cancellation of this Escrow Agreement unless in writing, signed by the
parties indicated herein, nor shall you be bound by any modification
hereof unless the same shall be satisfactory to you. You shall be
entitled to rely upon any judgment, certification, demand or other
writing without being required to determine the authenticity or the
correctness of any fact stated therein, the propriety or validity of
the service thereof, or the justification of the court issuing such
judgment or order in the premises.
(b) You shall not be under any duty to give the property held
by you hereunder any greater degree of care than you give your own
similar property.
<PAGE>
Phillip T. Ridolfo, Jr., Esq.
January 5, 2000
Page 3
(c) You may act in reliance upon any document, instrument or
signature believed by you to be genuine, and you may assume that any
person purporting to give any notice or instructions in accordance with
the provisions hereof has been duly authorized to do so.
(d) You may act relative hereto in reliance upon advice of
counsel in reference to any matter(s) in connection herewith, and you
shall not be liable for any mistake of fact or error of judgment, or
for any acts or omissions of any kind, unless caused by your willful
misconduct or gross negligence. You shall be entitled to consult with
counsel of your choosing which shall include any attorney employed by
you, and you shall not be liable for any action taken, suffered or
omitted by you in accordance with the advice of counsel.
(e) This letter sets forth exclusively your duties with
respect to any and all matters pertinent hereto. You shall not refer
to, and shall not be bound by, the provisions of any other agreement
other than the terms of this Escrow Agreement.
(f) You may at any time resign hereunder by giving written
notice of your resignation to all parties hereto at least ten (10)
business days prior to the date specified for such resignation to take
effect, and upon the effective date of such resignation, or termination
of this Escrow Agreement, all documents, monies and all other property
then held by you as Escrow Agent hereunder shall be delivered by you to
such persons as may be designated in writing by all parties hereto,
whereupon all your obligations as Escrow Agent hereunder shall cease
and terminate. Your sole responsibility thereafter shall be to keep
safely all property then held by you and to deliver same to a person
designated by all parties hereto or in accordance with the directions
of a final order or judgment of a court of competent jurisdiction. In
addition, you shall be discharged of your duties and obligations
hereunder upon your interpleading in a court of competent jurisdiction
in Florida all of the documents, monies and any other property then
held by you hereunder. All parties hereto hereby submit to the personal
jurisdiction of said court (but solely for the purpose of implementing
this Agreement) and waive all rights to contest said jurisdiction.
(g) The parties to this Escrow Agreement shall be jointly and
severally obligated to reimburse you for all your fees, costs and
expenses in connection herewith, including reasonable counsel fees, and
to indemnify you and hold you harmless against any claim asserted
against you or any liability, loss or damage incurred by you in
connection herewith.
<PAGE>
Phillip T. Ridolfo, Jr., Esq.
January 5, 2000
Page 3
(h) Nothing herein contained shall be deemed to obligate you
to deliver any documents, monies or any other property referred to
herein, unless the same shall have first been received by you pursuant
to this Escrow Agreement.
(i) In the event that you shall be uncertain as to your duties
or rights hereunder, or should you receive instructions, claims or
demands from any of the parties hereto or from third persons with
respect to the property held hereunder which in your opinion are in
conflict with any provisions of this Escrow Agreement, you shall be
entitled to refrain from taking any action (other than to keep safely
said property) until you shall be directed otherwise in writing by all
the parties hereto, and said third persons, if any, or by a final order
or judgment of a court of competent jurisdiction.
7. All notices or other communications required or permitted under the
terms of this Agreement shall be made in writing and shall be deemed given upon
(i) hand delivery or (ii) three days after deposit of same in the Certified
Mail. Return Receipt Requested, first class postage and registration fees
prepaid and correctly addressed to the parties at the following addresses:
Escrow Agent: Morris C. Brown, Esq.
Greenberg Traurig, P.A.
777 S. Flagler Drive, Suite 300 East
West Palm Beach. FL 33401
Other Parties: As provided for in the Agreements
or such other address as may be specified by the Addressee in written notice
given to each of the other parties.
8. This Escrow Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
9. This Escrow Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
Phillip T. Ridolfo, Jr., Esq.
January 5, 2000
Page 5
Please signify your agreement to the foregoing by signing and returning
a copy of this Escrow Agreement to all parties hereto which may be accomplished
by telecopy and in counterparts, and each such counterpart shall be deemed to be
an original instrument and all such counterparts together shall constitute but
one fully executed Escrow Agreement.
SELLERS: BUYER:
By: By:
------------------------- ---------------------------
By:
-------------------------
By:
-------------------------
By:
-------------------------
By:
-------------------------
AGREED TO BY:
GREENBERG TRAURIG, P.A.
By: /s/ Morris C. Brown
-------------------------
Morris C. Brown Esq.
JOINT FILING AGREEMENT
Each of the undersigned acknowledges and agrees that the foregoing
statement on Schedule 13D is filed on behalf of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of the undersigned without the necessity of filing additional joint acquisition
statements.
Each of the undersigned acknowledges that he or it shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Each person whose signature appears below hereby constitutes and
appoints WILLIAM A. FORSTER, his true and lawful attorney-in-fact and agent, for
him and in name, place and stead, in any and all capacities, to sign any and all
filings on Schedule 13D under the Exchange Act, and any amendment thereto,
relating to the securities of IMX Pharmaceuticals, Inc. and to file the same
with the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do, hereby ratifying and confirming all that
such attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof in connection with such filings.
This agreement may be executed in any number of counterparts and all of
such counterparts taken together shall constitute one and the same instrument.
Dated as of this 10th day of January 2000.
East Asia Development Limited
/s/ William A. Forster By: /s/ Whitehead
- ------------------------------ ------------------------------
William A. Forster Authorized Signatory
Tandilly Company Limited East Church Limited
By: /s/ Freddie White By: /s/ Freddie White
------------------------------ ------------------------------
Authorized Signatory Authorized Signatory
Omaha Investments Limited East Church Limited
By: /s/ Freddie White By: /s/ Freddie White
------------------------------ ------------------------------
Authorized Signatory Authorized Signatory
