SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
__________
October 21, 1996
Date of Report (Date of earliest event reported)
AQUILA BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-12081 04-
(State or other (Commission File 3307818
jurisdiction of Number) (IRS
incorporation) Employer
Identification
Number)
365 Plantation Street
Worcester, Massachusetts 01605
(Address of principal executive offices and zip code)
(508) 797-5777
(Registrant's telephone number, including area code)
Cambridge Biotech Corporation
(Former name or former address, if changed since last report)<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Sale of CBC
Aquila Biopharmaceuticals, Inc., a Delaware corporation
("Aquila"), is a successor to the biopharmaceutical business of
Cambridge Biotech Corporation, a Delaware corporation ("CBC"),
pursuant to the terms of a reorganization plan that was confirmed
by the United States Bankruptcy Court on July 18, 1996 and
consummated on October 21, 1996 (the "Plan"). (A copy of the
Plan was filed as Exhibit 2 to the Form 8-K of CBC dated July 18,
1996.) As described in the Plan, CBC and Aquila entered into a
Master Acquisition Agreement (the "Purchase Agreement") dated
as of April 4, 1996, with bioMerieux Vitek, Inc. ("bioMerieux")
pursuant to which bioMerieux agreed to purchase all of the
common stock of CBC for cash of $6,450,000, subject to
confirmation and consummation of the Plan, and certain other
conditions.
On or about October 21, 1996, CBC's Biopharmaceutical
Business (as defined in the Plan) was transferred to Aquila, free
and clear of liens, encumbrances, claims and interests, except as
otherwise provided in the Plan or Confirmation Order. Included
among the assets transferred to Aquila was the Maryland real
estate on which CBC operates its Retroviral Business (as defined in
the Plan). Pursuant to the Plan, Aquila common stock was
exchanged for CBC common stock and, as a result, CBC became a
wholly-owned subsidiary of Aquila. Effective as of October 22,
1996, Aquila sold all of the issued and outstanding stock of CBC
to bioMerieux pursuant to the Purchase Agreement for
$6,450,000. At the same time bioMerieux entered into a ten year
lease with Aquila for a portion of the Maryland real estate which
lease was simultaneously assigned by bioMerieux to CBC.
At the time of the sale to bioMerieux, CBC's assets
consisted of the Retroviral Business (as defined in the Plan), which
includes all assets and business of CBC principally relating to the
manufacture and sale of diagnostic kits for the diagnosis of
retroviruses, including those associated with AIDS. The assets
include manufacturing operations in Rockville, Maryland,
inventory, patents, patent applications, and patent rights granted to
CBC, licenses and sublicenses, trademarks and trademark
applications and registrations, and certain equipment relating to the
manufacturing of the retroviral diagnostic products. In addition,
pursuant to a modification of the Purchase Agreement, $650,000
in cash representing a portion of a paid-up license fee was included
in the assets retained by CBC at the time of the sale.
ITEM 5. OTHER EVENTS.
Adoption of Registration
Aquila is the successor to CBC pursuant to Rule 12g-3(a)
under the Securities Exchange Act of 1934 (the "'34 Act").
Aquila does hereby agree to the deemed registration of its common
stock, $.01 par value, under the '34 Act pursuant to Rule 12g-3(a)
thereunder.
Consummation of the Chapter 11 Reorganization Plan
The Plan, which was confirmed by the Bankruptcy Court
on July 18, 1996, was consummated during the week of October
21, 1996, following the lifting of a judicial stay as more fully
described below. The following describes the steps taken to
consummate the transactions contemplated in the Plan. All
capitalized terms used in this Form 8-K which are
-2-<PAGE>
not defined herein shall have the meanings specified in the Plan,
except that the common stock of Aquila is herein referred to as
"Aquila Common Stock" (rather than "New Common Stock") and
the Common Stock of CBC is referred to as "CBC Common
Stock" (rather than "Old Common Stock").
Treatment of Claims and Interests
Under the terms of the Plan, distributions were made to the
holders of various claims against and interests in CBC as follows:
1. Administrative and Priority Claims (including Class 1)
Administrative and Priority Claims included fees owed to
professionals in the Chapter 11 case, payments required to cure
executory contracts and unexpired leases, allowed priority tax
claims, and amounts owed in connection with the Postpetition
Incentive Stock Programs.
Since confirmation of the Plan on July 18, 1996, and as
required by the Plan, CBC and Aquila have paid $1,818,613 on
account of allowed professional fees and expenses. Aquila has
also paid $1,305,663 to cure all defaults under the leases, licenses
and other executory contracts assumed by CBC or assumed by
CBC and assigned to Aquila; $88,485 in payment of allowed
priority tax claims; $22,720 in payment of the cash portion of
allowed employee incentive stock claims. Aquila issued 111,790
shares of Aquila Common Stock (and related Rights) and remitted
related withholding taxes in the amount of $372,744 in full
settlement and satisfaction of $1,434,749 in allowed employee
stock incentive claims.
2. Class 2: Secured Claims
Effective on October 22, 1996, Aquila delivered to Signet
Bank its five-year promissory note in the amount of $4.2 million
in full settlement and satisfaction of Signet's Class 2 claims of
more than $5 million, and granted to Signet a mortgage lien with
respect to the Maryland real estate as security.
3. Class 3: General Unsecured Claims Less Than or Equal to
$500.
Class 3 Claims in the amount of $41,703 were paid in cash
in full.
4. Class 4: General Unsecured Claims Exceeding $500.
Under the Plan, the holder of a Class 4 claim could elect to
be treated under either Option A or Option B. Holders who
elected Option A received cash equal to 51% of their Allowed
Class 4 Claims in the aggregate amount of $1,336,561. Aquila
has also reserved $92,200 for distribution on account of disputed
Class 4 claims if, as and when allowed.
Holders electing Option B received shares of Aquila
Common Stock with a value, at $9.50 per share, equal to the full
amount of the holder's Allowed Claim, along with one Right for
each share. (A Holder of a Disputed Class 4 Claim that becomes
an Allowed Class 4 Claim after the Initial Distribution Date does
not receive any Rights.) A total of 185,379 shares of Aquila
Common Stock and Rights were issued to the Disbursing Agent
for the benefit of the holders of allowed Class 4 claims electing
Option B, and 10,526 shares of Aquila Common Stock were
issued as a reserve for distributions on account of disputed Class 4
claims electing Option B treatment, if, as and when allowed.
-3-<PAGE>
5. Class 5: Securities Class Claims
Aquila issued 1,250,000 shares of Aquila Common Stock
and one Right for each such share to the Disbursing Agent for the
benefit of Class 5 Securities Class Claim beneficiaries in full
satisfaction of their $50 million in allowed Class 5 claims.
6. Class 6: CBC Common Stock Interests
On October 21, 1996, 26,057,006 shares of CBC Common
Stock (representing 100% of all then issued and outstanding
shares) held by approximately 3,500 record shareholders were
deemed transferred to Aquila, in exchange for 3,442,305 shares of
Aquila Common Stock (and related Rights) which were issued to
the Disbursing Agent for the benefit of Class 6, the former holders
of CBC Stock.
Formation of Aquila and Restructuring
Aquila was organized by CBC as a new Delaware
corporation of which CBC was the sole stockholder on March 7,
1996. On October 21, 1996, CBC's Biopharmaceutical Business
(as defined in the Plan) was transferred to Aquila, free and clear of
liens, encumbrances, claims and interests, except as otherwise
provided in the Plan or Confirmation Order. Included among the
assets transferred to Aquila was the Maryland real estate on which
CBC operates its Retroviral Business (as defined in the Plan).
Effective October 22, 1996, Aquila delivered to
bioMerieux a stock certificate, representing all of the issued and
outstanding capital stock in CBC, and bioMerieux delivered to
Aquila the purchase price; namely $6,450,000 in immediately
available funds.
As a result of the consummation of the Plan and the
assumption by Aquila of the registration of CBC's Common Stock
under the '34 Act pursuant to Rule 12g-3 thereunder, the
authorized capital stock of the registrant now consists of
30,000,000 shares of Common Stock, $.01 par value per share
("Aquila Common Stock"), and 5,000,000 shares of Preferred
Stock, $.01 par value per share ("Aquila Preferred Stock").
Rights Offering.
On the Initial Distribution Date, Aquila will commence a
Rights Offering pursuant to which each share of Aquila Common
Stock distributed under the Plan (except for any shares distributed
to Class 4 claims electing Option B that remained disputed as of
the Consummation Date) will be entitled to exercise a transferable
right (a "Right") entitling the holder to purchase one Unit, each
Unit consisting of one share of Aquila Common Stock and one
warrant to purchase one share of Aquila Common Stock (a
"Warrant"). In addition, each holder of a Right (or beneficial
owner in the case of securities held in street name) who has fully
exercised his right to purchase one Unit for each Right received
also will have the right to purchase any desired number of Units
that have not been subscribed for by the holders of other Rights,
subject to proration if oversubscribed. The Unit subscription price
under the Rights will be $9.49. However, Aquila reserves the
right to reduce the subscription price for the Units in certain
circumstances.
Status of Ongoing Litigation.
Four parties appealed from the Bankruptcy Court's July 18,
1996 order confirming the Plan. Of these, the appeals taken by
Alfa Laval Agri AB and Behring Diagnostics, Inc. have either
been dismissed or are to be dismissed under agreements with CBC
that have been approved by the Bankruptcy Court. The appeal by
Deloitte & Touche, LLP ("Deloitte")
-4-<PAGE>
remains pending before the United States District Court for the
District of Massachusetts (No. 96-40192-NMG)(the "District
Court"). Deloitte contests the right of counsel to Class 5
Claimants to bring an action against Deloitte on behalf of CBC as
provided in the Plan. Finally, an appeal taken by Institut Pasteur
and Pasteur Sanofi Diagnostics (collectively, "Pasteur") was
dismissed and the confirmation order affirmed, after hearing, by
the District Court by order dated September 27, 1996 (No. 96-
40176-NMG). Pasteur has since taken a further appeal to the First
Circuit Court of Appeals, which by order dated October 9, 1996
denied Pasteur's request for a stay of the confirmation order
pending appeal. Pasteur contests the confirmation of the Plan to
the extent that it provides for CBC's assumption of certain patent
licenses from Pasteur. On October 28, 1996, CBC filed a motion
to dismiss the Pasteur appeal as moot. Aquila intends to file a
similar motion in the Deloitte appeal. Oral argument on Pasteur's
appeal is scheduled for November 5, 1996. Aquila believes that
the likelihood of either of the remaining appeals resulting in the
unraveling of the Plan, or any part of the Plan, is remote, although
there can be no assurance that that will not occur.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
4.1* Form of certificate for Aquila Common Stock
4.2 Form of certificate for Warrant to Purchase
Common Stock (incorporated by reference to
Exhibit 2 to Current Report on Form 8-K dated July
18, 1996, File No. 0-12081).
4.3 Form of Certificate for Right to Purchase a Unit
(incorporated by reference to Exhibit 2 to Current
Report on Form 8-K dated July 18, 1996, File No.
0-12081).
4.4 Rights and Warrants Agreement dated July 29,
1996, between Aquila Biopharmaceuticals, Inc. and
The First National Bank of Boston (incorporated by
reference to Exhibit 2 to Current Report on Form 8-
K dated July 18, 1996, File No. 0-12081).
10 Master Acquisition Agreement, dated as of April 4,
1996 (incorporated by reference to Exhibit 10.1 to
Quarterly Report on Form 10-Q for quarter ended
June 30, 1996, File No. 0-12081).
(b) Pro forma Financial Information
Pro Forma Consolidated Balance Sheet as of June 30, 1996
Pro Forma Consolidated Statement of Operations for fiscal
year end December 31, 1995
Pro Forma Consolidated Statement of Operations for six
month period ending June 30, 1996
Notes to Pro Forma Financial Statements
*Filed herewith
-5-<PAGE>
AQUILA BIOPHARMACEUTICALS, INC.
PRO FORMA BALANCE SHEET (UNAUDITED) AS OF JUNE 30, 1996
PRO FORMA STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1995 AND
FOR THE SIX MONTH PERIOD JUNE 30, 1996
The following unaudited pro forma balance sheet of Aquila Biopharmaceuticals,
Inc. ("Aquila") gives effect to the sale by Aquila of all of the issued and
outstanding shares of Cambridge Biotech Corporation ("CBC") to bioMerieux
Vitek, and to the consummation of CBC's reorganization plan as of June 30,
1996. Aquila's investment in the retroviral business is shown as a single
investment. This pro forma balance sheet is not indicative of the actual
financial position had the sale of these assets occurred at June 30, 1996.
This statement should be read in conjunction with the audited financial
statements of Aquila (previously Cambridge Biotech Corporation) filed with
the Securities and Exchange Commission (the "SEC") in its annual report on
Form 10-K for the fiscal year ended December 31, 1995.
The following unaudited pro forma statements of operations of Aquila
give effect to the sale by Aquila of certain assets of its enterics
business to Meridian Diagnostics, Inc. and of all the issued and outstanding
shares of CBC to bioMerieux, Vitek, Inc. immediately prior to the beginning
of the fiscal year ended December 31, 1995 and the six month period ended
June 30, 1996. The pro forma statement of operations for the year ended
December 31, 1995 presents pro forma adjustments to exclude the revenues,
costs and expenses of both the enterics and retroviral businesses from the
historical CBC results. The pro forma statement of operations for the six
months ended June 30, 1996 presents pro forma adjustments to exclude results
of the enterics business from Discontinued Operations, where enterics results
for the period had been previously reported, and revenues, costs and expenses
for the retroviral business from the historical CBC results.
These pro forma statements of operations are not indicative of the results
which would have occurred if the sale had occurred at the beginning of each
of the fiscal periods presented or which may occur in the future. These
statements should be read in conjunction with the audited financial statements
of Aquila (previously Cambridge Biotech Corporation) filed with the SEC in
its annual report on Form 10-K for the fiscal year ended December 31, 1995.
- ----------------------------------------------------------------------------
AQUILA BIOPHARMACEUTICALS, INC.
Pro Forma Consolidated Balance Sheet
June 30, 1996
(Unaudited)(In Thousands)
Assets Aquila
CBC Pro
Historical Retroviral Consummation Forma
---------- ---------- ------------ -----
Current Assets
Cash and cash
equivalents $ 13,876 $5,800 ($4,387) $ 15,289
Restricted Cash 1,000 1,000
Accounts receivable -
trade (less allowance
for doubtful accounts) 2,828 2,828
Other receivables 131 131
Inventories 4,856 (2,692) 2,164
Prepaid expenses and
other current assets 455 455
----- ----- ------ -----
Total current assets 23,146 3,108 (4,387) 21,867
Investments 300 300
Property,Plant, and
Equipment, Net 5,613 (325) 5,288
Patents and Purchased
Technology, Net 502 (167) 335
Other Assets 105 105
----- ----- ----- ------
Total Assets $29,666 $2,616 ($4,387) $27,895
====== ===== ====== ======
Liabilities & Shareholder's
Equity
Current Liabilities:
Accounts payable $ 626 $ 626
Accrued royalties 776 776
Accrued professional
fees 1,141 (921) 220
Accrued incentive
compensation 1,226 (1,226) 0
Accrued restructuring
costs 211 (211) 0
Other accrued expenses 2,791 (487) 2,304
Deferred revenue-
current 3,156 3,156
----- ----- ----- -----
Total Current Liabilities 9,927 0 (2,845) 7,082
Deferred Revenue-Long Term 1,879 (600) 1.279
Long-term Debt - less
current maturities 0 4,207 4,207
Liabilities Subject to
Chapter 11 Proceedings 9,886 (9,886) 0
----- ----- ----- -----
Total Liabilities 21,692 0 (9,124) 12,568
Minority Interest 10 10
Shareholders' Equity:
CBC common stock, par
value $.01 per share,
authorized: 40,000,000
shares, issued:
26,065,000 shares 261 (261) 0
Aquila common stock,
par value $.01 per
share, authorized:
30,000,000 shares
issued: 5,000,000
shares 0 50 50
Additional paid in
capital 120,382 2,783 123,165
Unearned compensation (138) 138 0
Deficit (112,541) 2,616 2,027 (107,898)
--------- ------ ------- -------
Total Shareholders' Equity 7,964 2,616 4,737 15,317
--------- ------ ------- -------
Total Liabilities and
Shareholders' Equity $ 29,666 $2,616 ($4,387) $ 27,895
====== ===== ===== ======
The accompanying notes are an integral part of the pro forma financial
information.
- ----------------------------------------------------------------------------
AQUILA BIOPHARMACEUTICALS, INC.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 1995
(Unaudited)
(In thousands, except per share amounts)
PRO FORMA ADJUSTMENTS
______________________ Aquila
CBC | | Pro
Revenue: Historical Enterics Retroviral Forma
---------- -------- ---------- -----
Product Sales $ 20,854 $ 3,880 $15,863 $1,111
Research and development 5,137 0 0 5,137
Royalties 1,877 0 0 1,877
------ ----- ----- -----
27,868 3,880 15,863 8,125
Cost and expenses:
Cost of sales 16,156 2,201 10,936 3,019
Research & development 6,454 226 728 5,500
Selling, general &
administrative 9,955 850 2,613 6,492
------ ----- ----- -----
32,565 3,277 14,277 15,011
Other:
Other income and interest
expense net of interest
income 581 0 0 581
------ ----- ----- -----
Income/(Loss) from continuing
operations before
reorganization
items and income tax
expense (4,116) 603 1,586 (6,305)
Reorganization items:
Professional fees (1,200) 0 0 (1,200)
Interest earned on
accumulated cash
resulting from Chapt.11
proceedings 387 0 0 387
----- ----- ----- -----
Total reorganization items (813) 0 0 (813)
Income/(Loss) from continuing
operations before
income tax expense ----- ----- ------ -----
(4,929) 603 1,586 (7,118)
Income tax expense (4) 0 (4) 0
----- ----- ------ ------
Income/(Loss) before minority
interest (4,933) 603 1,582 (7,118)
Minority Interest (9) 0 0 (9)
----- ----- ----- ------
Income/(Loss) from continuing
operations (4,942) 603 1,582 (7,127)
===== ===== ===== =====
Discontinued operations:
Income from discontinued
operations 0 0 0 0
Gain from disposal 0 0 0 0
----- ----- ----- -----
Net income/(loss) ($4,942) $603 $1,582 ($7,127)
===== ===== ====== =====
Net income/(loss) per
weighted average number
of common shares:
Continuing operations ($0.19) ($1.43)
Discontinued operations $0.00 $0.00
----- -----
Net Income/(Loss) per
share ($0.19) ($1.43)
===== =======
Weighted average number
of common shares
outstanding 26,065 5,000
====== =====
The accompanying notes are an integral part of the pro forma financial
information.
- -----------------------------------------------------------------------------
AQUILA BIOPHARMACEUTICALS, INC.
Pro Forma Consolidated Statement of Operations
For the Six Month Period Ended June 30, 1996
(Unaudited)
(In thousands, except per share amounts)
PRO FORMA ADJUSTMENTS
____________________ Aquila
CBC | | Pro
Historical Enterics Retroviral Forma
---------- -------- ---------- ------
Revenue:
Product Sales $8,306 $7,300 $1,006
Research &
Development 2,657 0 2,657
Royalties 905 15 890
------ ------ ----- -----
11,868 0 7,315 4,553
Cost and expenses:
Cost of sales 6,184 4,633 1,551
Research &
Development 2,715 273 2,442
Sales,general
and
administrative 3,822 826 2,996
----- ------ ----- -----
12,721 0 5,732 6,989
Other:
Other income
and interest
expense net
of interest
income 197 0 197
----- ------ ----- -----
Income/(Loss) from
continuing
operations
before
reorganization
items and income
tax expense (656) 0 1,583 (2,239)
Reorganization
items:
Professional
fees (710) 0 (710)
Interest earned on
accumulated cash
resulting from
Chapter 11
proceedings 230 0 230
---- ----- ---- ----
Total
reorganization
items (480) 0 0 (480)
---- ----- ---- ----
Income/(Loss) from
continuing
operations
before income
tax expense (1,136) 0 1,583 (2,719)
Income tax
expense (2) (1) (1)
----- ----- ----- -----
Income/(Loss) before
minority
interest (1,138) 0 1,582 (2,720)
Minority Interest (1) 0 0 (1)
----- ----- ----- -----
Income/(Loss) from
continuing
operations (1,139) 0 1,582 (2,721)
Discontinued
operations:
Income from
discontinued
operations 620 (620) 0 0
Gain from
disposal 4,537 (4,537) 0 0
----- ----- ----- -----
Net income/
(loss) $ 4,018 ($5,157) $1,582 ($2,721)
===== ===== ===== =====
Net income/(loss)
per weighted
average number
of common shares:
Continued
operations ($0.05) $(0.54)
Discontinued
operations $0.20 $ 0.00
----- -----
Net Income/(Loss)
per share $0.15 ($ 0.54)
===== =====
Weighted average
number of
common shares
outstanding 26,065 5,000
====== =====
The accompanying notes are an integral part of the pro forma financial
information.
- -----------------------------------------------------------------------------
AQUILA BIOPHARMACEUTICALS, INC.
NOTES TO PROFORMA FINANCIAL STATEMENTS
Note A. Basis of Presentation
On October 22, 1996, Aquila Biopharmaceuticals, Inc.("Aquila" or the
"Company") sold all of the equity of Cambridge Biotech Corporation
("CBC"), to bioMerieux Vitek, Inc. for approximately $6,450,000 in cash.
The Company will recognize a gain on this transaction in the fourth
fiscal quarter of 1996.
The unaudited Pro Forma Consolidated Statements of
Operations reflect the Company's results of operations for the year
ended December 31, 1995 and the six months ended June 30, 1996, on a
pro forma basis assuming the transactions had been completed as of
December 31, 1994 and December 31, 1995 respectively. The unaudited
Pro Forma Consolidated Balance Sheet at June 30, 1996, assumes that
the transactions had been completed on that date.
The financials of the enterics and retroviral businesses are intended
to present management's estimates of the results of operations and
financial condition of the businesses. Certain of the costs and
expenses presented in these financial statements represent allocations
and management estimates of the cost of services provided to the
business. As a result, the financial statements presented may not be
indicative of the results that would have been achieved had the
business operated as a non-affiliated entity.
On October 21, 1996, CBC consummated a reorganization plan that
was confirmed by the United States Bankruptcy Court on July 18, 1996.
The consummation of the plan involved completing a number of
transactions, including the restructuring or payment in cash or stock
of all allowed secured, unsecured, administrative and priority tax
claims. As a result of these transactions, the Company paid out
approximately $4,387,000 in cash, and will recognize a gain on
reorganization in the fourth fiscal quarter of 1996.
The unaudited Pro Forma Consolidated Balance Sheet at June 30, 1996
assumes that the consummation had been completed on that date and is
intended to present management's estimate of the impact of the
consummation on the financial condition of Aquila. Certain of the pro
forma adjustments represent estimates of the value of certain
liabilities subsequent to consummation, and therefore may not be
indicative of the results that would have been achieved had the
consummation actually occurred on or before June 30, 1996.
Note B. Pro forma Adjustments:
The balance sheet as of June 30, 1996 gives effect to the following
pro forma adjustments related to the sale of the common stock of CBC:
(a) to record the sale of selected assets of the business
(b) to record the net cash proceeds as an addition to cash
(c) to record the estimated pro forma gain on the sale of the
retroviral business
The balance sheet as of June 30, 1996 gives effect to the following
pro forma adjustments related to the consummation of the reorganiza-
tion plan:
(a) to record the expenditure of cash for the satisfaction of
pre-petition and administration claims and professional fees
(b) to record the reduction of liabilities related to paid claims
and the adjustment of certain estimated liabilities
(c) to record the effect on shareholders' equity of the exchange
of Aquila shares for CBC shares
(d) to record the estimated pro forma gain on reorganization
- -----------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AQUILA BIOPHARMACEUTICALS, INC.
/s/ Alison Taunton-Rigby
Date: October 31, 1996 ____________________________________
Alison Taunton-Rigby, President
EXHIBITS
4.1 Form of Stock Certificate for Aquila Common Stock
Number Shares
FBU
Incorporated Under the See Reverse for
Laws of the State of Certain Definitions
Delaware CUSIP 03839F 10 7
This Certificate is
Transferable in Boston,
MA or New York, NY
AQUILA
AQUILA BIOPHARMACEUTICALS, INC.
[SPECIMEN]
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE
OF $.01 EACH, OF THE COMMON STOCK OF
AQUILA BIOPHARMACEUTICALS, INC. transferable on the books of the
Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed.
This Certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.
WITNESS the seal of the Corporation and the signatures of its duly
authorized officers.
AQUILA BIOPHARMACEUTICALS, INC.
Dated: By: /s/Alison Taunton-Rigby
President
By: /s/Stephen J. DiPalma
Treasurer
Countersigned and Registered:
THE FIRST NATIONAL BANK OF BOSTON
Transfer Agent and Registrar
By:__________________________
Authorized Signature
[AQUILA BIOPHARMACEUTICALS, INC.]
[CORPORATE SEAL]
[1996]
[DELAWARE]<PAGE>
The Corporation will furnish without charge to each
stockholder who so requests the designations, preferences and
relative, participating, optional or other special rights of each
class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
Requests may be directed to the Secretary of the Corporation at
its principal office, or to the Transfer Agent.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - .............Custodian...............
(Cust) (Minor)
Under Uniform Gifts to Minors
Act .................................
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, ________________________ hereby sell, assign
and transfer unto
Please insert Social Security or Other
Identifying Number of Assignee
_____________________________
_____________________________
__________________________________________________________________
(Please print or typewrite name and address,
including Zip Code of Assignee)
__________________________________________________________________
__________________________________________________________________
___________________________________________________________ shares
of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
_________________________________________________________ Attorney<PAGE>
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated ___________________________
NOTICE: ______________________________________
The signature to this Assignment must
correspond with the name as written
upon the face of the certificate in
every particular, without alteration
enlargement or any change whatever.
SIGNATURE(S) GUARANTEED: ________________________________________
The signature(s) should be guaranteed by
an eligible guarantor institution (Banks,
Stockholders, Savings and Loan
Associations and Credit Unions with
membership in an approved Signature
Guarantee Medallion Program pursuant to
S.E.C. Rule 17 Ad-15.
