<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Ribi ImmunoChem Research, Inc.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
762553105
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(CUSIP Number)
Donald F. Parman, SmithKline Beecham Corporation
One Franklin Plaza, Philadelphia, PA 19102
Telephone 215-751-7633
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the 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 remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 762553105 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SmithKline Beecham Biologicals Manufacturing S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,155,172
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,155,172
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,172
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 762553105 PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.R. One, Limited
23-1729901
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania Business Trust
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7 SOLE VOTING POWER
NUMBER OF
SHARES 693,608
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
693,608
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10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,608
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Page 4 of 7 Pages
Item 1. Security and Issuer.
Common Stock, $.001 Par Value
Ribi Immunochem Research, Inc.
553 Old Corvallis Road
Hamilton, MT 59840
Item 2. Identity and Background.
(a) S.R. One, Limited ("SRO"), a Pennsylvania business, is a
venture capital company.
SmithKline Beecham Biologicals Manufacturing S.A.
("SBBM"),
a company organized under the laws of Belgium, is engaged in commercial,
industrial and financial activities relating to real and personal property for
SmithKline Beecham's worldwide vaccines business, SmithKline Beecham
Biologicals.
Collectively, SRO and SBBM are sometimes referred to as
the "Group".
(b) The principal business address for SRO is:
565 East Swedesford Road
Suite 315
Wayne, Pennsylvania 19087
The principal business address for SBBM is:
Rue de l'Institut 89
B-1330 Rixensart
BELGIUM
(c) Information concerning the Group is set forth in response to
Item 2(a) above.
(d) During the last five years, the Group has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the last five years the Group was not a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result thereof 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.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
Source of Funds: Working Capital
Consideration: $4,000,000
Item 4. Purpose of Transaction.
The Group intends to review from time to time the business affairs and
financial position of the Issuer. Based on such evaluation and review, as well
as general economic and industry conditions existing at the time and the Group's
own financial plans, the Group may consider from time to time various
alternative courses of action. Such actions may include the acquisition of
additional shares through open market purchases, privately negotiated
transactions or otherwise. Alternatively, such actions may involve the sale of
all or a portion of the shares in the open market, in privately negotiated
transactions, through public offering or otherwise. All of the securities
acquired have been purchases for investment purposes.
<PAGE> 5
Page 5 of 7 Pages
Item 5. Interest in Securities of the Issuer.
(a) Amount and Percent Beneficially Owned
<TABLE>
<CAPTION>
Reporting Person No. of Shares Percent
---------------- ------------- -------
<S> <C> <C> <C>
SRO 693,608 (1) 3.3%
SBBM 2,155,172 (2) 10.1%
-----
13.4%
</TABLE>
(1) Balance owned of record by SRO after sale of 57,000 shares in the
open market as described in Item 5(c) below.
(2) Includes (A) 1,103,448 shares owned of record by SBBM, and (B)
500,000 shares which SBBM has right to acquire by exercise of warrants at a
warrant exercise price of $5.00 per share (expiring December 31, 1999) and (C)
551,724 shares (based on the Subsequent Market Price for the Common Stock at
December 31, 1996) which SBBM has right to acquire by exercise of a stock option
(expiring December 31, 1998). The stock option granted by the Issuer gives SBBM
the right to acquire up to $2,000,000 in Common Stock at Subsequent Market Price
defined in the underlying agreement as the average of the mean of the high and
low prices for the Common Stock as reported on the NASDAQ National Market tier
of the NASDAQ Stock Market for each of the five (5) consecutive trading days
ending two (2) trading days prior to the closing date for the option exercise.
(b) The respective members of the Group have sole power to
vote and to dispose of all of the shares of Common Stock identified in
subparagraph (a) above, except for the shares covered by stock options and
warrants as set for in note (2) thereto. In the event of the purchase of such
shares, SBBM would have the sole power to vote and dispose of all the shares of
Common Stock issued upon such purchase. Until such purchase SBBM has no sole or
shared power to vote or dispose of any of the stock options and warrants.
(c) SBBM purchased 1,103,448 shares of Common Stock at a price
of $3.625 per share on December 31,1996 in connection with the private placement
of such securities. On that date, SBBM also acquired the stock options and the
warrants as described in note (2) to Item 5(a).
SRO sold 57,000 shares of Common Stock in the open
market in the following manner:
<TABLE>
<CAPTION>
Registered Name Transaction Date No. of Shares Price Per Share
<S> <C> <C> <C>
S.R. One, Limited 10-22-97 1,000 $4.50
S.R. One, Limited 10-24-97 2,000 $4.50
S.R. One, Limited 12-16-97 10,000 $4.00
S.R. One, Limited 12-17-97 32,000 $4.00
S.R. One, Limited 12-18-97 10,000 $4.00
S.R. One, Limited 12-19-97 2,000 $4.00
</TABLE>
(d) The only transactions involving the Group and the Common
Stock of the Issuer during the period from January 1, 1996 to the date of this
filing are those described above.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or
Relationship With respect to Securities of the Issuer.
None
Item 7. Materials to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement dated as of
January 9, 1998.
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Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in the
Statement is true, correct and complete.
DATED: January 9, 1998
S.R.ONE, LIMITED
By: /s/ Donald F. Parman
----------------------
Donald F. Parman
Vice President
and Secretary
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Page 7 of 7 Pages
EXHIBIT 1
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) under Section
13(d) of the Securities Exchange Act of 1934, as amended, that (1) they shall
cause a single Schedule 13D to be filed on behalf of both parties in respect of
their ownership interests in the Common Stock of Ribi Immunochem Research, Inc.
and (2) S.R. One, Limited shall be authorized to sign said Schedule 13D and any
amendments thereto on behalf of both members of the Group.
S.R. ONE, LIMITED
By: _________________________
Donald F. Parman
Vice President
and Secretary
SMITHKLINE BEECHAM BIOLOGICALS
MANUFACTURING S.A.
By: __________________________
Name:
Title:
By: __________________________
Name:
Title:
DATED: January 9, 1998
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