UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CISTRON BIOTECHNOLOGY, INC.
-------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
----------------------------------
(Title of Class of Securities)
172849101
--------------------
(CUSIP Number)
October 30, 1998
---------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 disclosure
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).
Continued on following page(s)
Page 1 of 10 Pages
Exhibit Index: Page 8
<PAGE>
SCHEDULE 13G
CUSIP No. 172849101 Page 2 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Rhone-Poulenc S.A.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
FRANCE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,000,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,000,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
8.00%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 172849101 Page 3 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Pasteur Merieux Serums & Vaccins, S.A.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
FRANCE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,000,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,000,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
8.00%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 10 Pages
Item 1(a) Name of Issuer:
Cistron Biotechnology, Inc. ("Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
101 Bloomfield Avenue, Pine Brook, New Jersey 07058.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Rhone-Poulenc S.A. ("Rhone-Poulenc"); and
ii) Pasteur Merieux Serums & Vaccins, S.A. ("PMSV").
This Statement relates to Shares (as defined herein) held for
the account of PMSV. PMSV is a wholly-owned subsidiary of Rhone-Poulenc.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Rhone-Poulenc
is 25 Quai Paul Doumer, 92408 Courbevoie Cedex, France. The address of the
principal business office of PMSV is 58 Avenue Leclerc, 69007 Lyon, France.
Item 2(c) Citizenship:
i) Rhone-Poulenc is a French societe anonyme; and
ii) PMSV is a French societe anonyme.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
172849101
<PAGE>
Page 5 of 10 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of November 13, 1998, each of the Reporting
Persons may be deemed the beneficial owner of the
following number of Shares:
i) Each of Rhone-Poulenc and PMSV may be deemed
to be the beneficial owner of 2,000,000
Shares held for the account of PMSV. This
number consists of (A) 1,333,333 Shares held
for the account of PMSV and (B) 666,667
Shares issuable upon the exercise of 666,667
currently exercisable warrants held for the
account of PMSV.
All of the Shares and warrants held for the account
of PMSV were purchased in a private transaction.
Item 4(b) Percent of Class:
i) The number of Shares of which each of
Rhone-Poulenc and PMSV may be deemed to be
the beneficial owner constitutes
approximately 8.00% of the total number of
Shares outstanding (assuming exercise of the
666,667 warrants held for the account of
PMSV).
Item 4(c) Number of shares as to which such person has:
Rhone-Poulenc
-------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,000,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,000,000
<PAGE>
Page 6 of 10 Pages
PMSV
----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,000,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of 2,000,000
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(i) The shareholders of Rhone-Poulenc have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held by PMSV in accordance with their ownership interests in PMSV.
(ii) The shareholders of PMSV have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held for
PMSV's account.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 7 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: November 13, 1998 RHONE-POULENC S.A.
By: /s/ Damian Braga
-----------------------------------
Damian Braga
Attorney-in-Fact
Date: November 13, 1998 PASTEUR MERIEUX SERUMS & VACCINS, S.A.
By: /s/ Damian Braga
-----------------------------------
Damian Braga
Attorney-in-Fact
<PAGE>
Page 8 of 10 Pages
EXHIBIT INDEX
Page No.
--------
A. Page No. Power of Attorney dated as of November 9,
1998 granted by Pasteur Merieux Serums & Vaccins,
S.A. and Rhone-Poulenc S.A. in favor of David J.
Williams, Damian Braga, Paul Kirkconnell, Doug B.
Reynolds and Robert Becker........................ 9
B Joint Filing Agreement dated November 13, 1998 by
and among Rhone-Poulenc S.A. and Pasteur Merieux
Serums & Vaccins,S.A.............................. 10
Page 9 of 10 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned Pasteur Merieux Serums &
Vaccins, S.A., and Rhone-Poulenc S.A., each a societe anonyme organized and
existing under the laws of the French Republic (the "Company"), hereby
designate, constitute and appoint DAVID J. WILLIAMS, DAMIAN BRAGA, PAUL
KIRKCONNELL, DOUG B. REYNOLDS AND ROBERT BECKER, acting individually, as their
true and lawful agent and attorney-in-fact, to execute and deliver, in the name
and on behalf of the undersigned, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating or ancillary
thereto, including but not limited to, all documents relating to filings with
the United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including: (1) all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without
limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and
any amendments thereto, (b) any joint filing agreements pursuant to Rule
13d-1(f) and (c) any initial statements of, or statements of changes in,
beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
IN WITNESS WHEREOF, I have executed this instrument as of the 9th day of
November, 1998.
PASTEUR MERIEUX SERUMS & VACCINS, S.A.
By: /s/ Herve Tainturier
----------------------------------------
Senior Vice President, Legal & Corporate
Affairs
RHONE-POULENC S.A.
By: /s/ Herve Tainturier
----------------------------------------
Page 10 of 10 Pages
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Cistron Biotechnology, Inc. dated as of November
13, 1998 is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of us pursuant to
and in accordance with the provisions of Rule 13d-1(f) under the Securities
Exchange Act of 1934.
Date: November 13, 1998 RHONE-POULENC S.A.
By: /s/ Damian Braga
-----------------------------------
Damian Braga
Attorney-in-Fact
Date: November 13, 1998 PASTEUR MERIEUX SERUMS & VACCINS, S.A.
By: /s/ Damian Braga
-----------------------------------
Damian Braga
Attorney-in-Fact
