SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PharmaKinetics Laboratories, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
717131 10 6
-----------------------------
(CUSIP Number)
Leslie B. Daniels
CAI Advisors & Co.
767 Fifth Avenue, 5th Floor
New York, NY 10153
(212) 319-2525
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
December 23, 1997
----------------------------
(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 this statement.| | (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 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).
1
<PAGE>
SCHEDULE 13D
CUSIP No. 717131 10 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAI Advisors & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
n\a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0**
10 SHARED DISPOSITIVE POWER
0**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
0%**
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
2
<PAGE>
SCHEDULE 13D
CUSIP No. 717131 10 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aster-Cephac S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
n\a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0**
10 SHARED DISPOSITIVE POWER
0**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0%**
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
3
<PAGE>
SCHEDULE 13D
CUSIP No. 717131 10 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aster S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
2,916,600
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,916,600**
10 SHARED DISPOSITIVE POWER
0**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,916,600**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
13.5%**
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
4
<PAGE>
SCHEDULE 13D
CUSIP No. 717131 10 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leslie B. Daniels
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
1,818,016
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,818,016**
10 SHARED DISPOSITIVE POWER
0**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,818,016**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.4% **
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
5
<PAGE>
SCHEDULE 13D
CUSIP No. 717131 10 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard J. Schmeelk
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
1,818,016
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,818,016**
10 SHARED DISPOSITIVE POWER
0**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,818,016**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
8.4%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
6
<PAGE>
SCHEDULE 13D
CUSIP No. 717131 10 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter M. Gottsegen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
1,818,016
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,818,016**
10 SHARED DISPOSITIVE POWER
0**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,818.016**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.4%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
7
<PAGE>
SCHEDULE 13D
CUSIP No. 717131 10 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter G. Restler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
437,490
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
437,490**
10 SHARED DISPOSITIVE POWER
0**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,490**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
2.0%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
8
<PAGE>
SCHEDULE 13D
CUSIP No. 717131 10 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GES Investments S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
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) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
7 SOLE VOTING POWER
291,660
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
291,660**
10 SHARED DISPOSITIVE POWER
0**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,660**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.3%**
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
9
<PAGE>
SCHEDULE 13D
CUSIP No. 717131 10 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David von Kauffmann
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
291,660
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
291,660**
10 SHARED DISPOSITIVE POWER
0**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,660**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
1.3%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
10
<PAGE>
SCHEDULE 13D
CUSIP No. 717131 10 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Manfred Yu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
87,490
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
87,490**
10 SHARED DISPOSITIVE POWER
0**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,490**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.4%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
11
<PAGE>
Item 1. Security and Issuer.
This Statement relates to 9,478,948 shares of the common stock, par
value $0.001 per share (the "Common Stock"), of PharmaKinetics Laboratories,
Inc., a Maryland corporation (the "Company"). The Company's principal executive
offices are located at 302 West Fayette Street, Baltimore, Maryland 21201.
Item 2. Identity and Background.
CAI Advisors & Co. ("CAI") and Aster-Cephac S.A. ("Aster-Cephac")
(together, the "Original Reporting Persons") filed the Schedule 13D (the
"Schedule 13D") on November 13, 1997 and filed Amendment No. 1 to the Schedule
13D ("Amendment No. 1") on December 15, 1997. The information required by Item 2
as to the Original Reporting Persons is included in the Schedule 13D. This
Amendment No. 2 to the Schedule 13D is filed by the Original Reporting Persons
together with Leslie B. Daniels ("Daniels"), Richard J. Schmeelk ("Schmeelk"),
Peter M. Gottsegen ("Gottsegen"), Peter G. Restler ("Restler"), GES Investments
S.A. ("GES"), David von Kauffmann ("Kauffmann"), and Manfred Yu ("Yu") (Aster,
Daniels, Schmeelk, Gottsegen, Restler, GES, Kauffmann, and Yu, collectively, the
"Assignees," and the Original Reporting Persons and the Assignees, collectively,
the "Reporting Persons") to reflect the assignment of rights to purchase the
securities of the Company, as described in Item 4 of this Amendment No. 2.
Aster is a French corporation and is wholly owned by Aster-Cephac,
which is in turn controlled by CAI. Aster's principal executive offices located
at 3 et 5 rue Eugene Millon, 75015 Paris, France. Aster is a contract research
organization serving the pharmaceutical industry. A list of the executive
officers and directors of Aster is attached as Schedule 1.
Daniels is a citizen of the United States whose business address is:
CAI Advisors & Co., 767 Fifth Avenue, 5th Floor, New York, New York, 10153.
Daniels is a managing partner of CAI.
Schmeelk is an individual citizen of the United States whose business
address is: CAI Advisors & Co., 767 Fifth Avenue, 5th Floor, New York, New York,
10153. Schmeelk is a managing partner of CAI.
Gottsegen is a citizen of the United States whose business address is:
CAI Advisors & Co., 767 Fifth Avenue, 5th Floor, New York, New York, 10153.
Gottsegen is a managing partner of CAI.
Restler is a citizen of the United States whose business address is CAI
Advisors & Co., 767 Fifth Avenue, 5th Floor, New York, New York, 10153. Restler
is a managing partner of CAI.
GES is a Belgian corporation, affiliated with Aster and Aster-Cephac,
having its principal executive offices at Avenue Delleur 18, 1170 Brussels,
Belgium. GES is an investment fund making investments in the pharmaceutical and
related industries. The sole director and President of GES is Mr. Jean Jacques,
a French citizen whose business address for purposes of GES is: 13 Avenue de
Mercure1180 Uccle, Belgium.
Kauffmann is a citizen of France whose business address is: CAI Capital
Corporation, 46 rue Paul Valery, 75016 Paris, France. Kauffmann is a director of
Aster-Cephac and Aster.
12
<PAGE>
Yu is a citizen of the United States whose business address is: CAI
Advisors & Co., 767 Fifth Avenue, 5th Floor, New York, New York, 10153. Yu is a
partner of CAI.
During the last five years, no Reporting Person nor any partner,
executive officer or director of any Reporting Person, to the knowledge of any
Reporting Person, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has 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.
The information with respect to a particular Reporting Person contained
in this Amendment No. 2 is given solely by such Reporting Person and the other
Reporting Persons have no responsibility for the accuracy or completeness of
information supplied by such Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used to purchase the securities will consist of
working capital or personal funds of the Reporting Persons, except that the
source of funds used by Restler to purchase the securities is loans of $50,000
made by each of Daniels, Schmeelk, and Gottsegen for the purpose of funding such
a purchase. The aggregate amount of funds required to purchase the Shares and
Warrants (as those terms are defined in Item 4) being acquired by the Reporting
Persons is $3,249,999. The aggregate exercise price of the Warrants being
acquired by the Reporting Persons is $4,874,997.60.
Item 4. Purpose of Transaction.
The purpose of the acquisition of securities of the Company by the
Reporting Persons is for investment and to facilitate a strategic partnership
between Aster-Cephac and the Company. Except as discussed in this Item 4, no
Reporting Person currently has any plan or proposal that relates to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
On December 4, 1997, CAI, Aster-Cephac, which is controlled by CAI, and
the Company entered into a Preferred Share and Warrant Purchase Agreement (such
agreement, along with the schedules thereto, the "Purchase Agreement") pursuant
to which CAI and Aster-Cephac agreed to purchase an aggregate of 833,300 shares
of the Company's Class A Convertible Preferred Stock convertible into 8,333,000
shares of Common Stock (the "Shares") and warrants to purchase an aggregate of
6,250,000 shares of Common Stock at an exercise price of $1.20 per share (the
"Warrants"). Under the Purchase Agreement, CAI was obligated to purchase 666,640
Shares and Warrants to purchase 5,000,000 shares of Common Stock, and
Aster-Cephac was obligated to purchase 166,660 Shares and Warrants to purchase
1,250,000 shares of Common Stock. The terms of the Purchase Agreement are
described under Item No. 4 of Amendment No. 1.
Pursuant to the terms of the Purchase Agreement, CAI and Aster-Cephac
assigned their rights to purchase the Shares and the Warrants to the Assignees
and to certain other entities and individuals not affiliated with CAI,
Aster-Cephac or the Assignees. The Reporting Persons are filing this Amendment
No. 2 to reflect the assignment of such rights. The assignment agreements (the
"Assignment Agreements") pursuant to which CAI and Aster-Cephac, respectively,
assigned their rights under the Purchase Agreement are filed as exhibits to this
Amendment No. 2.
13
<PAGE>
Item 5. Interest in Securities of the Company.
In accordance with Rules 13d-3(d)(1)(i) and 13d-5(b)(1) under the
Securities Act of 1933, as amended, the Reporting Persons may be deemed to
beneficially own an aggregate of 9,478,948 shares of Common Stock, or
approximately 43.7% of the Company's outstanding Common Stock. The Reporting
Persons have the right to acquire 5,416,450 shares of Common Stock, or
approximately 25.0% of the Company's outstanding Common Stock, based upon their
ownership of the Shares, and the right to acquire 4,062,498 shares of Common
Stock, or approximately 18.7% of the Company's outstanding Common Stock, based
upon their ownership of the Warrants.
Having assigned their rights to acquire Shares and Warrants, CAI and
Aster-Cephac will not have voting or dispositive power with respect to any
shares of Common Stock. Aster will have sole voting and dispositive power with
respect to 2,916,600 shares of Common Stock, or approximately 13.5% of the
Company's outstanding Common Stock. Daniels will have sole voting and
dispositive power with respect to 1,818,016 shares of Common Stock, or
approximately 8.4% of the Company's outstanding Common Stock. Schmeelk will have
sole voting and dispositive power with respect to 1,818,016 shares of Common
Stock, or approximately 8.4% of the Company's outstanding Common Stock.
Gottsegen will have sole voting and dispositive power with respect to 1,818,016
shares of Common Stock, or approximately 8.4% of the Company's outstanding
Common Stock. Restler will have sole voting and dispositive power with respect
to 437,490 shares of Common Stock, or approximately 2.0% of the Company's
outstanding Common Stock. GES will have sole voting and dispositive power with
respect to 291,660 shares of Common Stock, or approximately 1.3% of the
Company's outstanding Common Stock. Kauffmann will have sole voting and
dispositive power with respect to 291,660 shares of Common Stock, or
approximately 1.3% of the Company's outstanding Common Stock. Yu will have sole
voting and dispositive power with respect to 87,490 shares of Common Stock, or
approximately 0.4% of the Company's outstanding Common Stock.
No Reporting Person nor any partner, executive officer or director of
any Reporting Person, to the knowledge of any Reporting Person, had purchased
any of the Company's securities during the past sixty days.
tem 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
None except as disclosed in Item 4.
Item 7. Material to be Filed as Exhibits.
The Assignment Agreements and a Joint Filing Agreement are filed as
exhibits to this Amendment No. 2.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: January 8, 1998
/s/ LESLIE B. DANIELS
Leslie B. Daniels
14
<PAGE>
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF ASTER S.A.
NAME ADDRESS CITIZENSHIP
Mr. Jean Jacques Thebault Aster o Cephac French
3 et 5 rue Eugene Millon
75015 Paris France
Mr. David von Kauffmann CAI Capital Corporation French
46 rue Paul Valery
75016 Paris France
Ms. Sylvie Baudet Plazolles Aster o Cephac French
3 et 5 rue Eugene Millon
75015 Paris France
15
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the day of
December 1997 by and among ASTERo CEPHAC S.A., a company organized under the
laws of France ("Assignor"), ASTER S.A., a company organized under the laws of
France ("Assignee"), and PharmaKinetics Laboratories, Inc., a company organized
under the laws of Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and CAI Advisors & Co., a
partnership organized under the laws of Quebec, Canada ("CAI"), are parties to a
Preferred Share and Warrant Purchase Agreement dated December 4, 1997 (the
"Purchase Agreement") and a Registration Rights Agreement dated December , 1997
(the "Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignee is a wholly owned subsidiary of Assignor;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for its own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities
1
<PAGE>
Act, all certificates representing all Shares, Warrants, Contingent Warrants or
Conversion Shares acquired by Assignee shall bear a legend reading substantially
as follows:
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or its representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, by itself or through its representatives, has the
requisite knowledge and experience in financial and business matters to render
it fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of its investment and
can afford a complete loss of its investment.
(d) Assignee has full power and authority to make the foregoing
representations and to enter into this Assignment and to perform the obligations
contemplated under the Purchase Agreement in accordance with their terms.
Assignee is a duly organized and validly existing company in good standing under
the laws of France. Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) its
purchase of Shares, Warrants and Contingent Warrants, and (iii) its performance
of its obligations under this Assignment and the obligations under the Purchase
Agreement that it is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
2
<PAGE>
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required corporate action, and as of the Closing, will be
duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously assigned the rights being assigned
hereunder to any other party; (iii) the execution, delivery and performance of
this Assignment Agreement do not constitute, and with the passage of time or
giving of notice will not constitute, a material default or violation of or
conflict with any term or provision of any of Assignor's charter documents, or
any other instrument, law, statute, rule or regulation; and (iv) no
authorization, consent, or approval of, or filing or registration with, any
court or governmental department, commission, or agency, whether domestic or
foreign, is or will be necessary in connection with the execution and delivery
by Assignor of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
ASTERo CEPHAC S.A.
By: /s/ JOHN J. THEBAULT
John J. Thebault
Chief Executive and President
ASTER S.A.
By: /s/ JOHN J. THEBAULT
John J. Thebault
President
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), DAVID KAUFFMANN, an individual resident
in France ("Assignee"), and PharmaKinetics Laboratories, Inc., a company
organized under the laws of Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or Conversion Shares
acquired by Assignee shall bear a legend reading substantially as follows:
1
<PAGE>
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, himself or through his representatives, has the
requisite knowledge and experience in financial and business matters to render
him fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of his investment and
can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously assigned the rights being assigned
hereunder to any other party; (iii) the execution, delivery and performance of
this Assignment Agreement do not constitute, and with the passage of time or
giving of notice will not constitute, a material default or violation of or
conflict with any term or provision of any of Assignor's organizational
documents, or any other instrument, law, statute, rule or regulation; and (iv)
no authorization, consent, or approval
2
<PAGE>
of, or filing or registration with, any court or governmental department,
commission, or agency, whether domestic or foreign, is or will be necessary in
connection with the execution and delivery by Assignor of this Assignment
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ DAVID KAUFFMANN
DAVID KAUFFMANN
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the day of
December 1997 by and among CAI ADVISORS & CO., a partnership organized under the
laws of Quebec, Canada ("Assignor"), INITIATIVE & FINANCE INVESTISSEMENT, a
company organized under the laws of France ("Assignee"), and PharmaKinetics
Laboratories, Inc., a company organized under the laws of Maryland
("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France, are parties to a Preferred Share and Warrant
Purchase Agreement dated December 4, 1997 (the "Purchase Agreement") and a
Registration Rights Agreement dated December 19, 1997 (the "Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for its own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or
1
<PAGE>
Conversion Shares acquired by Assignee shall bear a legend reading substantially
as follows:
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or its representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, by itself or through its representatives, has the
requisite knowledge and experience in financial and business matters to render
it fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of its investment and
can afford a complete loss of its investment.
(d) Assignee has full power and authority to make the foregoing
representations and to enter into this Assignment and to perform the obligations
contemplated under the Purchase Agreement in accordance with their terms.
Assignee is a duly organized and validly existing company in good standing under
the laws of France. Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) its
purchase of Shares, Warrants and Contingent Warrants, and (iii) its performance
of its obligations under this Assignment and the obligations under the Purchase
Agreement that it is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
2
<PAGE>
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required corporate action, and as of the Closing, will be
duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously assigned the rights being assigned
hereunder to any other party; (iii) the execution, delivery and performance of
this Assignment Agreement do not constitute, and with the passage of time or
giving of notice will not constitute, a material default or violation of or
conflict with any term or provision of any of Assignor's charter documents, or
any other instrument, law, statute, rule or regulation; and (iv) no
authorization, consent, or approval of, or filing or registration with, any
court or governmental department, commission, or agency, whether domestic or
foreign, is or will be necessary in connection with the execution and delivery
by Assignor of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE DANIELS
Leslie Daniels
Partner
INITIATIVE & FINANCE INVESTISSEMENT
By: /s/ JEROME METZ
Name: Jerome Metz
Title: President
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), JOHN KLEIN, an individual ("Assignee"),
and PharmaKinetics Laboratories, Inc., a company organized under the laws of
Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or
1
<PAGE>
Conversion Shares acquired by Assignee shall bear a legend reading substantially
as follows:
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, himself or through his representatives, has the
requisite knowledge and experience in financial and business matters to render
him fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of his investment and
can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously
2
<PAGE>
assigned the rights being assigned hereunder to any other party; (iii) the
execution, delivery and performance of this Assignment Agreement do not
constitute, and with the passage of time or giving of notice will not
constitute, a material default or violation of or conflict with any term or
provision of any of Assignor's organizational documents, or any other
instrument, law, statute, rule or regulation; and (iv) no authorization,
consent, or approval of, or filing or registration with, any court or
governmental department, commission, or agency, whether domestic or foreign, is
or will be necessary in connection with the execution and delivery by Assignor
of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ JOHN KLEIN
JOHN KLEIN
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), JOSEPH RICARDO, an individual
("Assignee"), and PharmaKinetics Laboratories, Inc., a company organized under
the laws of Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or
1
<PAGE>
Conversion Shares acquired by Assignee shall bear a legend reading substantially
as follows:
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, himself or through his representatives, has the
requisite knowledge and experience in financial and business matters to render
him fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of his investment and
can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously
2
<PAGE>
assigned the rights being assigned hereunder to any other party; (iii) the
execution, delivery and performance of this Assignment Agreement do not
constitute, and with the passage of time or giving of notice will not
constitute, a material default or violation of or conflict with any term or
provision of any of Assignor's organizational documents, or any other
instrument, law, statute, rule or regulation; and (iv) no authorization,
consent, or approval of, or filing or registration with, any court or
governmental department, commission, or agency, whether domestic or foreign, is
or will be necessary in connection with the execution and delivery by Assignor
of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ JOSEPH RICARDO
JOSEPH RICARDO
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), LESLIE B. DANIELS, an individual
resident in New Jersey ("Assignee"), and PharmaKinetics Laboratories, Inc., a
company organized under the laws of Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or
1
<PAGE>
Conversion Shares acquired by Assignee shall bear a legend reading substantially
as follows:
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, himself or through his representatives, has the
requisite knowledge and experience in financial and business matters to render
him fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of his investment and
can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously
2
<PAGE>
assigned the rights being assigned hereunder to any other party; (iii) the
execution, delivery and performance of this Assignment Agreement do not
constitute, and with the passage of time or giving of notice will not
constitute, a material default or violation of or conflict with any term or
provision of any of Assignor's organizational documents, or any other
instrument, law, statute, rule or regulation; and (iv) no authorization,
consent, or approval of, or filing or registration with, any court or
governmental department, commission, or agency, whether domestic or foreign, is
or will be necessary in connection with the execution and delivery by Assignor
of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ LESLIE B. DANIELS
LESLIE B. DANIELS
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), MICHAEL F. PRICE, an individual
resident in New Jersey ("Assignee"), and PharmaKinetics Laboratories, Inc., a
company organized under the laws of Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or Conversion Shares
acquired by Assignee shall bear a legend reading substantially as follows:
1
<PAGE>
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, himself or through his representatives, has the
requisite knowledge and experience in financial and business matters to render
him fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of his investment and
can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously assigned the rights being assigned
hereunder to any other party; (iii) the execution, delivery and performance of
this Assignment Agreement do not constitute, and with the passage of time or
giving of notice will not constitute, a material default or violation of or
conflict with any term or provision of any of Assignor's organizational
documents, or any other instrument, law, statute, rule or regulation; and (iv)
no authorization, consent, or approval
2
<PAGE>
of, or filing or registration with, any court or governmental department,
commission, or agency, whether domestic or foreign, is or will be necessary in
connection with the execution and delivery by Assignor of this Assignment
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ MICHAEL F. PRICE
MICHAEL F. PRICE
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), MANFRED YU, an individual ("Assignee"),
and PharmaKinetics Laboratories, Inc., a company organized under the laws of
Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or Conversion Shares
acquired by Assignee shall bear a legend reading substantially as follows:
1
<PAGE>
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is not an accredited investor as defined in Regulation D
under the Securities Act. Assignee has requisite knowledge and experience in
financial and business matters to render him fully capable of evaluating the
merits and risks of the purchase of the Shares and Warrants. Assignee
acknowledges that he has been furnished by PharmaKinetics with all information
required to be furnished to a nonaccredited investor under paragraph (b)(2)(ii)
of Rule 502 of Regulation D promulgated under the Securities Act. Assignee can
bear the economic risks of his investment and can afford a complete loss of his
investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of complying with applicable federal and state securities laws in
connection with the sale of Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously assigned the rights being assigned
hereunder to any other party; (iii) the execution, delivery and performance of
this Assignment Agreement do not constitute, and with the passage of
2
<PAGE>
time or giving of notice will not constitute, a material default or violation of
or conflict with any term or provision of any of Assignor's organizational
documents, or any other instrument, law, statute, rule or regulation; and (iv)
no authorization, consent, or approval of, or filing or registration with, any
court or governmental department, commission, or agency, whether domestic or
foreign, is or will be necessary in connection with the execution and delivery
by Assignor of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ MANFRED YU
MANFRED YU
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), PETER M. GOTTSEGEN, an individual
("Assignee"), and PharmaKinetics Laboratories, Inc., a company organized under
the laws of Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or Conversion Shares
acquired by Assignee shall bear a legend reading substantially as follows:
1
<PAGE>
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, himself or through his representatives, has the
requisite knowledge and experience in financial and business matters to render
him fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of his investment and
can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously assigned the rights being assigned
hereunder to any other party; (iii) the execution, delivery and performance of
this Assignment Agreement do not constitute, and with the passage of time or
giving of notice will not constitute, a material default or violation of or
conflict with any term or provision of any of Assignor's organizational
documents, or any other instrument, law, statute, rule or regulation; and (iv)
no authorization, consent, or approval
2
<PAGE>
of, or filing or registration with, any court or governmental department,
commission, or agency, whether domestic or foreign, is or will be necessary in
connection with the execution and delivery by Assignor of this Assignment
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ PETER M. GOTTSEGEN
PETER M. GOTTSEGEN
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), PETER RESTLER, an individual
("Assignee"), and PharmaKinetics Laboratories, Inc., a company organized under
the laws of Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or
1
<PAGE>
Conversion Shares acquired by Assignee shall bear a legend reading substantially
as follows:
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, himself or through his representatives, has the
requisite knowledge and experience in financial and business matters to render
him fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of his investment and
can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously
2
<PAGE>
assigned the rights being assigned hereunder to any other party; (iii) the
execution, delivery and performance of this Assignment Agreement do not
constitute, and with the passage of time or giving of notice will not
constitute, a material default or violation of or conflict with any term or
provision of any of Assignor's organizational documents, or any other
instrument, law, statute, rule or regulation; and (iv) no authorization,
consent, or approval of, or filing or registration with, any court or
governmental department, commission, or agency, whether domestic or foreign, is
or will be necessary in connection with the execution and delivery by Assignor
of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ PETER RESTLER
PETER RESTLER
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), RICHARD J. SCHMEELK, an individual
("Assignee"), and PharmaKinetics Laboratories, Inc., a company organized under
the laws of Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or
1
<PAGE>
Conversion Shares acquired by Assignee shall bear a legend reading substantially
as follows:
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, himself or through his representatives, has the
requisite knowledge and experience in financial and business matters to render
him fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of his investment and
can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously
2
<PAGE>
assigned the rights being assigned hereunder to any other party; (iii) the
execution, delivery and performance of this Assignment Agreement do not
constitute, and with the passage of time or giving of notice will not
constitute, a material default or violation of or conflict with any term or
provision of any of Assignor's organizational documents, or any other
instrument, law, statute, rule or regulation; and (iv) no authorization,
consent, or approval of, or filing or registration with, any court or
governmental department, commission, or agency, whether domestic or foreign, is
or will be necessary in connection with the execution and delivery by Assignor
of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ RICHARD J. SCHMEELK
RICHARD J. SCHMEELK
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), THOMAS F. KEARNS, JR., an individual
resident in Connecticut ("Assignee"), and PharmaKinetics Laboratories, Inc., a
company organized under the laws of Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or
1
<PAGE>
Conversion Shares acquired by Assignee shall bear a legend reading substantially
as follows:
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, himself or through his representatives, has the
requisite knowledge and experience in financial and business matters to render
him fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of his investment and
can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously
2
<PAGE>
assigned the rights being assigned hereunder to any other party; (iii) the
execution, delivery and performance of this Assignment Agreement do not
constitute, and with the passage of time or giving of notice will not
constitute, a material default or violation of or conflict with any term or
provision of any of Assignor's organizational documents, or any other
instrument, law, statute, rule or regulation; and (iv) no authorization,
consent, or approval of, or filing or registration with, any court or
governmental department, commission, or agency, whether domestic or foreign, is
or will be necessary in connection with the execution and delivery by Assignor
of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ THOMAS F. KEARNS, JR.
THOMAS F. KEARNS, JR.
3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), WALTER O'HARA, an individual
("Assignee"), and PharmaKinetics Laboratories, Inc., a company organized under
the laws of Maryland ("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for his own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or
1
<PAGE>
Conversion Shares acquired by Assignee shall bear a legend reading substantially
as follows:
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or his representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, himself or through his representatives, has the
requisite knowledge and experience in financial and business matters to render
him fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of his investment and
can afford a complete loss of his investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) his
purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance
of his obligations under this Assignment and the obligations under the Purchase
Agreement that he is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously
2
<PAGE>
assigned the rights being assigned hereunder to any other party; (iii) the
execution, delivery and performance of this Assignment Agreement do not
constitute, and with the passage of time or giving of notice will not
constitute, a material default or violation of or conflict with any term or
provision of any of Assignor's organizational documents, or any other
instrument, law, statute, rule or regulation; and (iv) no authorization,
consent, or approval of, or filing or registration with, any court or
governmental department, commission, or agency, whether domestic or foreign, is
or will be necessary in connection with the execution and delivery by Assignor
of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
/s/ WALTER O'HARA
WALTER O'HARA
3
(accredited investor)
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made and entered into as of the 19th day
of December 1997 by and among CAI ADVISORS & CO., a partnership organized under
the laws of Quebec, Canada ("Assignor"), GES INVESTMENTS S.A., a company
organized under the laws of Belgium ("Assignee"), and PharmaKinetics
Laboratories, Inc., a company organized under the laws of Maryland
("PharmaKinetics").
W I T N E S S E T H
WHEREAS, Assignor, PharmaKinetics, and Astero Cephac S.A., a company
organized under the laws of France ("Astero Cephac"), are parties to a Preferred
Share and Warrant Purchase Agreement dated December 4, 1997 (the "Purchase
Agreement") and a Registration Rights Agreement dated December 19, 1997 (the
"Rights Agreement");
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to
purchase Shares and Warrants (as such terms are defined pursuant to Section 1 of
this Assignment Agreement) from PharmaKinetics in the quantities set forth in
Schedule 1.1A to the Purchase Agreement;
WHEREAS, pursuant to Section 1.1 of the Purchase Agreement, Assignor
may assign its right to purchase all or a portion of the Shares and Warrants to
one or more affiliated or unaffiliated third parties that meet certain
requirements set forth in the Purchase Agreement;
WHEREAS, Assignor desires to transfer its right to purchase Shares and
Warrants to Assignee, and Assignee desires to assume such rights;
THEREFORE, in consideration of the premises, and the mutual covenants,
terms and conditions contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not defined in this
Assignment Agreement shall have the meanings given to them in the Purchase
Agreement.
2. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights to purchase Shares and Warrants
under the Purchase Agreement, and all of Assignor's obligations under the
Purchase Agreement and the Rights Agreement.
3. Assignee's Representations. Assignee hereby represents and warrants
to the Assignor and PharmaKinetics as follows:
(a) Assignee intends to acquire Shares, Warrants, Contingent Warrants,
and Conversion Shares for its own account. All Shares, Warrants, Contingent
Warrants, and Conversion Shares to be acquired by Assignee will be acquired by
it for investment and not with a view to distribution or resale thereof.
Assignee understands and agrees that, until registered under the Securities Act
or transferred pursuant to Rule 144 under the Securities Act, all certificates
representing all Shares, Warrants, Contingent Warrants or Conversion Shares
acquired by Assignee shall bear a legend reading substantially as follows:
1
<PAGE>
The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws. These securities
may not be offered for sale, sold, delivered after sale, transferred, pledged or
hypothecated in the absence of an effective registration statement covering such
securities under the Act and any applicable state securities laws, or the
availability of an exemption from registration thereunder.
(b) Assignee or its representatives have had the opportunity to ask
questions of and receive answers from management of PharmaKinetics concerning
PharmaKinetics' business, assets, financial condition, results of operations,
and liabilities.
(c) Assignee is an accredited investor as defined in Regulation D under
the Securities Act. Assignee, by itself or through its representatives, has the
requisite knowledge and experience in financial and business matters to render
it fully capable of evaluating the merits and risks of the purchase of the
Shares and Warrants. Assignee can bear the economic risks of its investment and
can afford a complete loss of its investment.
(d) Assignee has obtained each required authorization, consent,
approval, license, qualification, exemption of or filing or registration with
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, necessary in connection with (i) the
execution and delivery by Assignee of this Assignment Agreement, (ii) its
purchase of Shares, Warrants and Contingent Warrants, and (iii) the performance
of its obligations under this Assignment and the obligations under the Purchase
Agreement that it is assuming pursuant to this Assignment Agreement.
4. Acknowledgement of Assignee. Assignee hereby acknowledges that
PharmaKinetics is relying on the representations and warranties made by Assignee
in Section 3 of this Assignment Agreement in connection with the representation
made by PharmaKinetics in the Purchase Agreement that it has complied with all
applicable federal and state securities laws, including the Securities Act, in
connection with the offer, issuance and sale of Shares, Warrants, and Contingent
Warrants.
5. Acknowledgement of PharmaKinetics. PharmaKinetics hereby
acknowledges that it has received all such information as it requires for
purposes of confirming that Assignee is an accredited investor and of complying
with applicable federal and state securities laws in connection with the sale of
Shares and Warrants to Assignee.
6. Representations of Assignor. Assignor hereby represents and warrants
to Assignee and to PharmaKinetics that: (i) this Assignment Agreement has been
duly authorized by all required partnership action, and as of the Closing, will
be duly executed and delivered, and will constitute the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms; (ii) Assignor has not previously assigned the rights being assigned
hereunder to any other party; (iii) the execution, delivery and performance of
this Assignment Agreement do not constitute, and with the passage of time or
giving of notice will not constitute, a material default or violation of or
conflict with any term or provision of any of Assignor's organizational
documents, or any other
2
<PAGE>
instrument, law, statute, rule or regulation; and (iv) no authorization,
consent, or approval of, or filing or registration with, any court or
governmental department, commission, or agency, whether domestic or foreign, is
or will be necessary in connection with the execution and delivery by Assignor
of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the day and year first written above.
CAI ADVISORS & CO.
By: /s/ LESLIE B. DANIELS
Leslie B. Daniels
Partner
PHARMAKINETICS LABORATORIES, INC.
By: /s/ JAMES K. LESLIE
James K. Leslie
President
GES INVESTMENTS S.A.
By: /s/ JOHN J. THEBAULT
John J. Thebault
President
3
CUSIP NO. 717131 106 Schedule 13D/A
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) of Regulation 13d of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of this statement and any subsequent amendments thereto.
Date: January 7, 1998
/s/ LESLIE B. DANIELS
Leslie B. Daniels
/s/ RICHARD J. SCHMEELK
Richard J. Schmeelk
/s/ PETER M. GOTTSEGEN
Peter M. Gottsegen
/s/ PETER G. RESTLER
Peter G. Restler
/s/ DAVID VON KAUFFMANN
David von Kauffmann
/s/ MANFRED YU
Manfred Yu
ASTER S.A.
By: /s/ JEAN JACQUES THEBAULT
Jean Jacques Thebault
President
GES INVESTMENTS, S.A.
By: /s/ JEAN JACQUES THEBAULT
Jean Jacques Thebault
President
