UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ImClone Systems Incorporated
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
452 45W 109
(CUSIP Number)
Mr. Samuel D. Waksal, ImClone Systems Incorporated
180 Varick Street, New York, New York 10014
(212) 645-1405
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 3, 1996
(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).
CUSIP No. 452 45W 109
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Samuel D. Waksal, ###-##-####
2) Check the Appropriate Box if a Member of a Group (see
Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions) None
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization U.S.A.
Number of (7) Sole Voting Power 997,197
Shares Bene- (8) Shared Voting Power
ficially (9) Sole Dispositive Power 997,197
Owned by (10) Shared Dispositive Power
Each Reporting
Person With
11) Aggregate Amount Beneficially Owned by Each Reporting Person
997,197
12) Check if the Aggregate Amount in Row (11) Excluded Certain
Shares (See Instruction)
13) Percent of Class Represented by Amount in Row (11)
5.1%
14) Type of Reporting Person (See Instructions) IN
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.001 par value
("Common Stock"), of IMCLONE SYSTEMS INCORPORATED (the "Issuer"). The
Issuer's principal executive offices are located at 180 Varick Street,
New York, New York 10014.
Item 2. Identity and Background.
(a) The name of the person filing this statement is Mr.
Samuel D. Waksal ("Mr. Waksal").
(b) Mr. Waksal's business address is 180 Varick Street,
New York, New York 10014.
(c) Mr. Waksal's principal occupation is President and
Chief Executive Officer of the Issuer.
(d) During the last five years, Mr. Waksal has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Mr. Waksal has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction the result of which was to subject Mr. Waksal 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) Mr. Waksal is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
This statement is being filed by Mr. Waksal in connection
with the granting by the Issuer to Mr. Waksal of a warrant entitling Mr.
Waksal to purchase 350,000 shares of Common Stock on and after August 1,
1996. The warrant was approved by the Board of Directors of the Issuer
on December 12, 1995, subject to approval by the stockholders of the
Issuer. On June 3, 1996, the warrant was approved by the stockholders
of the Issuer.
Item 4. Purpose of Transaction.
Not applicable
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common stock
beneficially owned by Mr. Waksal is 997,197, which represents
approximately 5.1% of the outstanding shares of Common Stock as of June
3, 1996. This includes 783,305 shares of Common Stock which Mr. Waksal
may acquire pursuant to warrants.
(b) Mr. Waksal has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of all
outstanding shares of Common Stock beneficially owned by him.
(c) On May 3, 1996, Mr. Waksal acquired 17,692 Shares of
Common Stock through the exercise of warrants;
On May 14, 1996, Mr. Waksal acquired 50,000 Shares of
Common Stock through the exercise of warrants;
On May 31, 1996, Mr. Waksal acquired 30,000 Shares of
Common Stock through the exercise of warrants;
On June 3, 1996, Mr. Waksal acquired 20,000 Shares of
Common Stock through the exercise of warrants;
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by Mr.
Waksal.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
There exist no contracts, arrangements, understandings or
relationships between Mr. Waksal and any other person with respect to
the securities of the Company, except as follows:
Of the shares of Common Stock reported as beneficially owned
by Mr. Waksal, 783,305 shares of Common Stock are shares which Mr.
Waksal has the right to acquire upon exercise of warrants granted by the
Issuer to Mr. Waksal. Mr. Waksal's right to acquire such shares is
governed by such warrants.
Item 7. Material to be Filed as Exhibits
EXHIBIT A - Form of Warrant, dated December 12, 1995, issued by the
Issuer to Mr. Waksal.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
SAMUEL D. WAKSAL
Samuel D. Waksal
Dated: June 4, 1996
EXHIBIT A
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE
STATE SECURITIES LAW, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PURCHASE WARRANT
To Purchase Shares of Common Stock of
IMCLONE SYSTEMS INCORPORATED
THIS CERTIFIES that, in consideration of value received, Samuel
D. Waksal or his assignee(s) (the "Holder"), is entitled, upon the
terms and subject to the conditions hereinafter set forth, to subscribe
for and purchase from ImClone Systems Incorporated, a Delaware
corporation (the "Company"), Three Hundred and Fifty Thousand
(350,000) fully paid and non-assessable shares of the Company's Common
Stock, $.001 par value (the "Common Stock"). The number and exercise
price of the securities that may be purchased upon the exercise of this
Stock Purchase Warrant (the "Warrant") are subject to adjustment as
provided herein.
1. Exercise Period. The purchase rights represented by this
Warrant are exercisable by the Holder, in whole or in part, at any time
or from time to time, on or after August 1, 1996 and on or before
December 12, 2006 (the "Exercise Period").
2. Exercise-Price. The price per share for purchase of the
Common Stock upon exercise of the Warrant shall initially be equal to
$5.50 per share (the "Exercise Price"). Such initial Exercise Price
shall be subject to adjustment as provided in Section 7 hereof.
3. Exercise of Warrant. During the Exercise Period, the
Warrant shall be exercised, in whole or in part and from time to time,
by the surrender of this Warrant and the Notice of Exercise attached
hereto as Annex I, duly executed at the office of the Company, in New
York, New York (or such other office or agency of the Company as it may
designate), and upon payment of the Exercise Price of the shares thereby
purchased. Payment shall be made, at the option of the Holder, in cash
or by promissory note in the form attached hereto as Annex II, or by
surrender to the Company of Common Stock with a Fair Value equal to the
Exercise Price; provided, however, that payment of the par value of the
shares purchased shall be made in cash. "Fair Value" as used herein
means (i) if the Common Stock is traded on an established securities
market or over-the-counter, the average closing price (or the mean
between the bid and asked prices, if traded over-the-counter) during the
fifteen (15) trading days preceding the date of exercise, or (ii) if the
Common Stock is not traded on an established securities market or over-
the-counter, the fair market value as determined by the Compensation
Committee of the Board of Directors of the Company (or, if such
committee does not exist at the time of exercise, the Board of
Directors). In case payment is made by promissory note, the Holder
shall, concurrently with such exercise, execute and deliver to the
Company a pledge agreement, in the form requested by the Company,
granting to the Company a first priority security interest in the shares
of Common Stock or other securities being acquired, or such other
collateral as the Company may request to secure payment of the amounts
payable pursuant to said promissory note, and such shares, other
securities or other collateral shall be held by the Company as such
security until payment in full shall have been made.
Upon exercise, the Holder shall be entitled to receive, within a
reasonable time, one or more certificates, issued in the Holder's name
or in such name or names as the Holder may direct, for the number of
shares of Common Stock so purchased. The shares so purchased shall be
deemed to be issued as of the close of business on the date on which
this Warrant shall have been exercised.
The Company covenants that all shares of Common Stock that are
issued upon the exercise of rights represented by this Warrant will be
fully paid, nonassessable, and free from all taxes, liens, and charges
in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue and other than any
lien or charge in favor of the Company).
4. No Fractional Shares or Scrip. No fractional shares or
scrip representing fractional shares shall be issued upon the exercise
of this Warrant. In lieu thereof, a cash payment shall be made equal
to such fraction multiplied by the Fair Value per share.
5. Charges, Taxes and Expenses. Issuance of certificates
for the shares of Common Stock upon the exercise of this Warrant shall
be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate,
all of which taxes and expenses shall be paid by the Company.
6. No Rights as Shareholders. This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder
of the Company prior to the exercise and payment of the Exercise Price
in accordance with Section 3 hereof.
7. Adjustments.
7.1 Adjustment of the Exercise Price for Stock Splits, Reverse
Stock Splits, and Stock Dividends. In the event that the outstanding
shares of Common Stock shall be subdivided (split) or combined (reverse
split) by reclassification or otherwise, or in the event of any dividend
payable on the Common Stock in shares of Common Stock, the applicable
Exercise Price and the number of shares of Common Stock available for
purchase in effect immediately prior to such subdivision, combination or
dividend shall be proportionately adjusted.
7.2. Adjustment for Capital Reorganizations. If at any time
there shall be a capital reorganization of the Common Stock, or a merger
or consolidation of the Company with or into another corporation, or the
sale of the Company's properties and assets as, or substantially as, an
entirety to any other person or entity, then, as part of such
reorganization, merger, consolidation or sale, lawful provision shall be
made so that the Holder of this Warrant shall thereafter be entitled to
receive, on exercise of this Warrant during the period specified in this
Warrant and on payment of the Exercise Price then in effect, the number
of shares of stock or other securities or property of the Company, or of
the successor corporation resulting from such merger or consolidation,
to which a holder of the Common Stock deliverable on exercise of this
Warrant would have been entitled on such capital reorganization, merger
or consolidation, or sale if this Warrant had been exercised immediately
before that capital reorganization, merger, consolidation or sale. In
any such case, appropriate adjustment, as determined in good faith by
the Board of Directors of the Company, shall be made in the application
of the provisions of this Warrant with respect to the rights and
interests of the Holder of this Warrant after the reorganization,
merger, consolidation or sale to the end that provisions of this Warrant
(including adjustment of the Exercise Price then in effect and the
number of shares purchasable on exercise of this Warrant, but without
any change in the aggregate Exercise Price) shall be applicable after
that event, as near as is reasonably possible, in relation to any shares
or other securities or property deliverable after that event upon
exercise of this Warrant.
7.3. Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 7, the Company, at
its expense, shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish to each Holder a
certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based.
The Company shall, upon the written request of any Holder at any time,
furnish or cause to be furnished to such Holder a like certificate
setting forth (i) such adjustments and readjustments; (ii) the Exercise
Price in effect at the time; and (iii) the number of shares of Common
Stock and the amount, if any, of other property that at the time would
be received upon the exercise of the Warrant.
7.4. Notice of Record Date. In the event of any taking by the
Company of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive
any dividend (other than ordinary cash dividends) or other distribution,
the Company shall mail to each Holder, at least ten (10) days prior to
the date specified for the taking of a record, a notice specifying the
date on which any such record is to be taken for the purpose of such
dividend or distribution
8. Sale or Transfer of the Warrant; Legend. The
Warrant, and any shares of Common Stock or other securities of the
Company purchased upon exercise of the Warrant, have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), and
cannot be resold unless they are registered under the Securities Act or
unless an exemption from registration is available. Accordingly, the
Warrant, and any shares of Common Stock or other securities of the
Company purchased upon exercise of the Warrant shall not be sold or
transferred unless either (i) they first shall have been registered
under the Securities Act, or (ii) the Company shall have been furnished
with an opinion of legal counsel reasonably satisfactory to the Company
to the effect that such sale or transfer is exempt from the registration
requirements of the Securities Act. Each certificate representing any
Warrant, and any such share that has not been registered and that has
not been sold pursuant to an exemption that permits removal of the
legend, shall bear a legend substantially in the following form, as
appropriate:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES LAWS, AND MAY NOT BE SOLD, ASSIGNED,
PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES
LAW, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Upon the request of a holder of a certificate representing any
Warrant or any such share, the Company shall remove the foregoing legend
from the certificate or issue to such holder a new certificate therefor
free of the foregoing legend, if, with such request, the Company shall
have received either (i) an opinion of counsel reasonably satisfactory
to the Company to the effect that any such legend may be removed from
such certificate, or (ii) if the present paragraph (k) of Rule 144 or a
substantially similar successor rule remains in force and effect,
satisfactory representations from the holder that such holder is not
then, and has not been during the preceding three (3) months, an
affiliate of the Company, and that a period of at least three (3) years
has elapsed since the later of the date the securities were acquired (as
determined under Rule 144) from the Company or an affiliate of the
Company. Such Holder also agrees that the Company may issue appropriate
stop transfer instructions to the transfer agents.
9. Loss, Theft, Destruction or Mutilation of Warrant.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and in the
case of loss, theft or destruction of indemnity or security reasonably
satisfactory to it, and upon reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will make and
deliver a new Warrant of like tenor and dated as of such cancellation in
lieu of this Warrant.
10. Saturdays, Sundays, Holidays, etc. If the last or
appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday or Sunday, or shall
be a legal holiday, then such action may be taken or such right may be
exercised on the next succeeding day that is not a legal holiday.
11. Authorized Shares. The Company covenants that, during
the period the Warrant is outstanding, it will reserve from its
authorized and unissued Common Stock a sufficient number of shares to
provide for the issuance of Common Stock upon the exercise of any
purchase rights under this Warrant.
12. Issue Date. The provisions of this Warrant shall be
construed and shall be given effect in all respects as if it had been
issued and delivered by the Company on the date hereof. The Warrant
shall be binding upon any successors or assigns of the Company.
13. Governing Laws. This Warrant shall constitute a contract
under the laws of the State of New York and for all purposes shall be
construed in accordance with and governed by the laws of said State.
IN WITNESS WHEREOF, ImClone Systems Incorporated has caused this
Warrant to be executed by its duly authorized officer.
IMCLONE SYSTEMS INCORPORATED
By______________________________
Name:
Title:
DATE OF GRANT: December 12, 1995
NOTICE OF EXERCISE
OF STOCK PURCHASE WARRANT
TO: ImClone Systems Incorporated
(1) Pursuant to the terms of the attached Warrant, the
undersigned hereby elects to purchase _______ shares of Common Stock of
ImClone Systems Incorporated (the "Company"), and tenders herewith
payment in full for the purchase price of such shares.
(2) Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned, or in such other
name(s) as is/are specified immediately below or, if necessary, on an
attachment hereto:
Name Name
Address Address
(3) In the event of partial exercise, please reissue an
appropriate Warrant exercisable for the remaining shares.
(4) The undersigned represents that the aforesaid shares of
Common Stock are being acquired for the account of the undersigned for
investment, and not with a view to, or for resale in connection with,
the distribution thereof, and that the undersigned has no present
intention of distributing or reselling such shares. The undersigned
further agrees that such shares shall not be sold or transferred unless
either (i) they first shall have been registered under the Securities
Act of 1933, as amended, or (ii) the Company first shall have been
furnished with an opinion of legal counsel satisfactory to the Company
to the effect that such sale or transfer is exempt from the registration
requirement.
Date Holder
SECURED PROMISSORY NOTE
$ [date]
New York, New York
FOR VALUE RECEIVED the undersigned, ,
residing at , hereby promises to pay to the order of
IMCLONE SYSTEMS INCORPORATED, a Delaware corporation (the "Company"),
180 Varick Street, New York, New York 10014, on or before [the second
anniversary of the date hereof] the principal sum of $ , and to
pay interest on the unpaid principal sum on the first anniversary of the
date hereof and on the stated or any accelerated maturity hereof at the
rate equal to the prime or base rate announced by Chemical Bank, N.A.,
at its office in New York, New York on the date hereof, but not less
than the Federal short-term rate, as defined in Section 1274(d) of the
Internal Revenue Code of 1986, as amended.
This Note is given in connection with the exercise of a
certain Warrant, dated December 12, 1995, to purchase shares (the
"Shares") of Common Stock, $.001 par value, of the Company.
In order to secure the full and punctual payment of the
principal and interest in accordance with the terms thereof, and to
secure the performance of all obligations of the undersigned hereunder,
the undersigned hereby assigns and pledges to the Company and grants to
the Company a security interest in the Shares and all of its rights and
privileges with respect to the Shares.
Upon the occurrence of any of the following events:
(i) The undersigned shall fail to pay any installment of
interest within ten business days after such installment is due;
or
(ii) The undersigned shall become insolvent or take any
action for relief under any bankruptcy or similar statute;
then, the holder of this Note by notice to the undersigned shall be
entitled to declare the entire unpaid balance of this Note to be
immediately due and payable in full.
Presentment for payment, notice of dishonor, protest and
notice of protest are hereby expressly waived.
In the event of a default, the undersigned agrees to pay the
cost of collection, including, without limitation, reasonable attorney's
fees and disbursements.
The undersigned may prepay this Note in whole or in part at
any time and from time to time.
This Note is executed under and is to be construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned has duly executed this
Note as of the day and year first above stated.
______________________________
