UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Act of 1934
VERSAILLES CAPITAL CORPORATION
- -------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.05 Par Value
- -------------------------------------------------------------------------
(Title of Class of Securities)
9251311 04
- -------------------------------------------------------------------------
(CUSIP Number)
Roy Azarnoff, Secretary/Treasurer
---------------------------------
21550 Oxnard Street, Suite 830,
-------------------------------
Woodland Hills, CA 91367, (818) 676-0404
----------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 23, 1999
-----------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 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>
CUSIP NO. 9251311 04 Page 2 of 15
1. Name of Reporting Persons
I.R.S. Identification No. of above Person (entities only) - Voluntary
Three R Associates, Inc.
2. Check the Appropriate Box If a Member of a Group
[ ] A
[ X ] B
3. Sec Use Only
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: California
Number of 7. Sole Voting Power 21,936,981
Shares
Beneficially
Owned by 8. Shared Voting Power 6,420,580
Each
Reporting
Person 9. Sole Dispositive Power 21,936,981
With
10. Shared Dispositive Power None
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 28,357,561
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Representing by Amount in Row (11): 66.2%
14. Type of Reporting Person: CO
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CUSIP NO. 9251311 04 Page 3 of 15
1. Name of Reporting Persons
I.R.S. Identification No. of above Person (entities only) - Voluntary
Lois Rezler
2. Check the Appropriate Box If a Member of a Group
[ ] A
[ X ] B
3. Sec Use Only
4. Source of Funds: OO
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 Kingdom.
Number of 7. Sole Voting Power None
Shares
Beneficially
Owned by 8. Shared Voting Power 28,357,561
Each
Reporting
Person 9. Sole Dispositive Power None
With
10. Shared Dispositive Power 28,357,561
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 28,357,561
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Representing by Amount in Row (11): 66.2%
14. Type of Reporting Person: IN
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CUSIP NO. 9251311 04 Page 4 of 15
1. Name of Reporting Persons
I.R.S. Identification No. of above Person (entities only) - Voluntary
Daniel L. Azarnoff
Check the Appropriate Box If a Member of a Group
[ ] A
[ X ] B
3. Sec Use Only
4. Source of Funds: OO
5. Check box 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 None
Shares
Beneficially
Owned by 8. Shared Voting Power 28,357,561
Each
Reporting
Person 9. Sole Dispositive Power None
With
10. Shared Dispositive Power 28,357,561
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 28,356,561
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Representing by Amount in Row (11): 66.2%
14. Type of Reporting Person: IN
<PAGE>
CUSIP NO. 9251311 04 Page 5 of 15
1. Name of Reporting Persons
I.R.S. Identification No. of above Person (entities only) - Voluntary
Roy S. Azarnoff
2. Check the Appropriate Box If a Member of a Group
[ ] A
[ X ] B
3. Sec Use Only
4. Source of Funds: OO
5. Check box 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 None
Shares
Beneficially
Owned by 8. Shared Voting Power 28,357,561
Each
Reporting
Person 9. Sole Dispositive Power None
With
10. Shared Dispositive Power 28,357,561
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 28,357,561
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Representing by Amount in Row (11): 66.2%
14. Type of Reporting Person: IN
<PAGE>
CUSIP NO. 9251311 04 Page 6 of 15
1. Name of Reporting Persons
I.R.S. Identification No. of above Person (entities only) - Voluntary
Cytodyn(R) of New Mexico, Inc.
2. Check the Appropriate Box If a Member of a Group
[ ] A
[ X ] B
3. Sec Use Only
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: New Mexico
Number of 7. Sole Voting Power None
Shares
Beneficially
Owned by 8. Shared Voting Power None
Each
Reporting
Person 9. Sole Dispositive Power 4,280,387
With
10. Shared Dispositive Power None
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,280,387
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Representing by Amount in Row (11): 10%
14. Type of Reporting Person: CO
<PAGE>
CUSIP NO. 9251311 04 Page 7 of 15
1. Name of Reporting Persons
I.R.S. Identification No. of above Person (entities only) - Voluntary
Allen D. Allen
2. Check the Appropriate Box If a Member of a Group
[ ] A
[ X ] B
3. Sec Use Only
4. Source of Funds: OO
5. Check box 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 None
Shares
Beneficially
Owned by 8. Shared Voting Power None
Each
Reporting
Person 9. Sole Dispositive Power 2,140,193
With
10. Shared Dispositive Power 4,280,387
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 6,420,580
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Representing by Amount in Row (11): 15%
14. Type of Reporting Person: IN
<PAGE>
CUSIP NO. 9251311 04 Page 8 of 15
ITEM 1. SECURITY AND ISSUER
Common Stock, $.05 par value
Versailles Capital Corporation
12550 Oxnard Street, Suite 830
Woodland Hills, California 91367
ITEM 2. IDENTITY AND BACKGROUND
The following are the reporting persons covered by this Report:
(i) Three R Associates, Inc. ("Three R"), which owns 21,936,981
shares of the Issuers $.05 par value common stock ("Common
Stock"), and holds an irrevocable proxy to vote 2,140,193 shares
of Common Stock held of record by Allen D. Allen, and 4,280,387
shares of Common Stock held of record by Cytodyn (R) of New
Mexico, Inc. ("Cytodyn (R)"). Three R entered into an Agreement
with British Lion, Inc. ("British Lion"), whereby Three R will
not sell its shares of British Lion (or shares of the surviving
corporation received in connection with the anticipated merger
with a public company ) for a period of two (2) years from date
of issuance.
(ii) Lois Rezler, a director and shareholder of Three R.
(iii) Daniel L. Azarnoff, a director and shareholder of Three R.
(iv) Roy S. Azarnoff, a director and shareholder of Three R.
(v) Cytodyn (R), Inc. ("Cytodyn (R)"), which owns 4,280,387 shares of
Common Stock. Cytodyn (R) entered into a Termination, Sale and
Shareholder Agreement by and among Three R Associates, Inc, Allen
D. Allen and Cytodyn(R), dated August 1, 1998, whereby Cytodyn (R)
agreed to the following provisions: (i) to grant an irrevocable
proxy to vote its shares to Three R; (ii) not to sell its shares in
the surviving public company for a period of two (2) years from date
of issuance; and (iii) to grant a first right to purchase its shares
to Lois Rezler, Daniel L. Azarnoff and Roy S. Azarnoff, directors
of Three R.
(vi) Allen D. Allen ("Allen"), who owns 2,140,193 shares of Common
Stock and the managing director and sole shareholder of all
voting stock of Cytodyn (R). Allen entered into a Subscription,
Share Restriction and Proxy Agreement among Allen, British Lion
and Three R, dated October 23, 1998, whereby Allen agreed to the
following provisions: (i) to grant an irrevocable proxy to vote
his shares to Three R; (ii) not to sell his shares in the
surviving public company for a period of two (2) years from date
of issuance; and (iii) to grant a first right to purchase his shares
to Lois Rezler, Daniel L. Azarnoff and Roy S. Azarnoff, directors
of Three R.
<PAGE>
CUSIP NO. 9251311 04 Page 9 of 15
Three R. Associates, Inc., a California corporation, has its principal
office at 21550 Oxnard Street, Suite 830, Woodland Hills, California
91367, and its principal business consists of Pharmaceutical Development.
Lois Rezler is a citizen of the United Kingdom, with her business
address at 21550 Oxnard Street, Suite 830, Woodland Hills, CA 91367, and
her present principal occupation is as president and director of Western
Center for Clinical Studies, Inc.; vice-president of regulatory affairs for
Entropin, Inc.; and, serves as a director on the boards of Three R and the
Issuer.
Daniel L. Azarnoff is a citizen of the United States, with his
business address at 21550 Oxnard Street, Suite 830, Woodland Hills, CA
91367, and his present principal occupation is as a director and President
of Entropin, Inc.; vice-president and director of Western Center for
Clinical Studies, Inc., and serves as a director on the board of various
companies, including Three R and the Issuer.
Roy S. Azarnoff is a citizen of the United States, with his business
address at 21550 Oxnard Street, Suite 830, Woodland Hills, CA 91367, and
his present principal occupation is as Secretary/Treasurer and director of
Issuer; chief operating officer of Entropin, Inc., and secretary/treasurer
and director of Western Center for Clinical Studies, Inc.
Cytodyn(R) is a New Mexico corporation with its principal office at
21550 Oxnard Street, Suite 830, Woodland Hills, CA 91367, and its principal
business consists of Pharmaceutical Research & Development.
Allen D. Allen a citizen of the United States, with his business
address at 21550 Oxnard Street, Suite 830, Woodland Hills, CA 91367, and
his present principal occupation is as Chairman of the Board and Managing
Director of Cytodyn (R).
During the last five years, none of the reporting persons listed above
has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
During the last five years none of the reporting persons listed above
was 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 23, 1999 (the "Effective Date"), the Issuer completed a
merger between its wholly-owned subsidiary, Amerimmune, Inc.("Amerimmune"),
and British Lion Medical, Inc. (British Lion), pursuant to an Agreement and
Plan of Merger dated February 17, 1999 ("Merger"). In
<PAGE>
CUSIP NO. 9251311 04 Page 10 of 15
connection with the merger, each share of Common Stock of British Lion
issued and outstanding on the Effective Date was exchanged for 7.13397
shares of the Issuer's Common Stock, resulting in the shareholders of
British Lion acquiring approximately 97 percent of the outstanding voting
shares of the Issuer. Each of the reporting persons in Item 2 received
their shares of the Issuer's Common Stock in exchange for their shares of
British Lion.
At the Effective Date, Amerimmune succeeded to the business of British
Lion and became engaged in the pharmaceutical business with the primary
purpose of developing Cytolin(R), a drug designed to protect the immune
system. Incorporated in California in August 1997, British Lion entered
into a Patent and Trademark License Agreement with Three R Associates dated
October 24, 1998, to obtain an irrevocable, exclusive worldwide license to
use the technology and all improvements, applications and patents for any
improvement which may be acquired by Three R, in exchange for shares of
British Lion stock. Previously, Three R had entered into a Termination,
Sale and Shareholder Agreement with Allen D. Allen and Cytodyn(R), dated
August 1, 1998 ("Termination, Sale and Shareholder Agreement"), whereby:
(i) Cytodyn(R) would relinquish the exclusive license to use the technology
and patents previously granted by Allen, and assign the trademark name to
Three R in exchange for shares of British Lion stock; and (ii) Allen would
convey all United States Patent rights, foreign patent rights, and all
technological know-how underlying the drug, Cytolin(R), to Three R. Upon
completion of the Merger, Three R, Cytodyn(R) and Allen received their
respective shares of British Lion stock which were exchanged for the
respective number of the Issuer's Common Stock as reported in Item 2 of
this Schedule 13D.
Pursuant to the Termination, Sale and Shareholder Agreement,
Cytodyn(R): (i) granted an irrevocable proxy coupled with interest to vote
its shares of the Issuer's Common Stock received in the Merger exchange, to
Three R which is solely owned by Lois Rezler, Daniel L. Azarnoff and Roy S.
Azarnoff, officers and directors of the Issuer; and (ii) a first right of
refusal to purchase its stock to Lois Rezler, Daniel L. Azarnoff and Roy S.
Azarnoff, directors of the Issuer; and, (iii) agreed not to sell any of its
shares of Stock or the Issuer's Common Stock received in the Merger
exchange during the period ending August 1, 2000. Purusant to a
Subscription, Share Restrictions and Proxy Agreement between British Lion,
Allen D. Allen and Three R, dated October 23, 1998 ("Subscription
Agreement"), Allen: (i) granted an irrevocable proxy coupled with interest
to vote his shares of the Issuer's Common Stock received in the Merger
exchange, to Three R which is solely owned by Lois Rezler, Daniel L.
Azarnoff and Roy S. Azarnoff, directors of the Issuer; and (ii) a first
right of refusal to purchase his stock to Lois Rezler, Daniel L. Azarnoff
and Roy S. Azarnoff, directors of the Issuer; and, (iii) agreed not to sell
any of his shares of Stock or the Issuer's Common Stock received in the
Merger exchange during the period ending October 23, 2000. In addition,
Three R has agreed not to sell any of its shares of British Lion's Stock
(or the Issuer's Common Stock received in the Merger exchange) for a period
of two (2) years from date of issuance.
ITEM 4. PURPOSE OF TRANSACTION
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CUSIP NO. 9251311 04 Page 11 of 15
Other than as described in Item 3 above, the reporting persons listed
above have no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Three R beneficially owns 28,357,561 shares of the Common Stock
which represents 66.2% of the Issuer's outstanding Common stock
as of February 23, 1999.
Lois Rezler, an officer and director of Three R, beneficially
owns 28,357,561 shares of the Common Stock which represents 66.2%
of the Issuer's outstanding Common stock as of February 23, 1999.
<PAGE>
CUSIP NO. 9251311 04 Page 12 of 15
Daniel L. Azarnoff, an officer and director of Three R,
beneficially owns 28,357,561 shares of the Common Stock which
represents 66.2% of the Issuer's Common stock as of February 23,
1999.
Roy S. Azarnoff, an officer and director of Three R, beneficially
owns 28,357,561 shares of the Common Stock which represents 66.2%
of the Issuer's outstanding Common stock as of February 23, 1999.
Cytodyn(R) beneficially owns 4,280,387 shares of the Common Stock
which represents 10% of the Issuer's outstanding Common stock as
of February 23, 1999.
Allen D. Allen beneficially owns 6,420,580 shares of the Common
Stock which represents 15% of the Issuer's outstanding Common
stock as of February 23, 1999.
All of the reporting persons listed above may be considered a
"group" within the meaning of Section 13(d) of the Act. Together
they beneficially own 28,357,561 shares, which represents 66.2%
of the Issuer's outstanding Common Stock as of February 23, 1999.
(b) As of February 23, 1999, Three R has sole power to vote or direct
the vote of an aggregate of 28,357,561 shares (21,936,981 shares
owned by Three R and an irrevocable proxy to vote 6,420,580
shares held of record by Cytodyn(R) and Allen). Three R has sole
power to dispose or direct the disposition of 21,936,981.
As of February 23, 1999, Lois Rezler, Daniel L. Azarnoff and Roy
S. Azarnoff , as directors of Three R, each have the shared power
to vote or to direct the vote of an aggregate of 28,357,561
shares (21,936,981 shares held of record by Three R and an
irrevocable proxy to vote 6,420,580 shares held of record by
Cytodyn(R) and Allen). Lois Rezler, Daniel L. Azarnoff and Roy
S. Azarnoff, as directors of Three R, each have the shared power
to dispose or direct the disposition of 21,936,981 held of record
by Three R.
As of February 23, 1999, Cytodyn(R) has sole power to dispose or
direct the disposition of 4,280,387 shares of the Common Stock
Subject to a Subscription Agreement referenced in Item 2 above.
Cytodyn(R) granted an irrevocable proxy to vote its shares to
Three R, and has no power to vote its shares.
As of February 23, 1999, Allen has sole power to dispose or
direct the disposition of 2,140,193 shares of the Common Stock
and the shared power to dispose or direct the disposition of
4,280,387 shares of the Common Stock. Allen granted an
irrevocable proxy to vote its shares to Three R, and has no power
to vote its shares.
<PAGE>
CUSIP NO. 9251311 04 Page 13 of 15
(c) Other than the transactions described in Item 3 above, there have
been no transactions in the class of securities reported on that
in the past 60 days or since the most recent filing of Schedule
13D by the persons named in paragraph (a).
(d) No other person has the right or the power to direct the receipt
of dividends or the proceeds from the sale of the securities
reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Item 3, the reporting persons listed above
have no contracts, arrangements, understandings, or relationships (legal or
otherwise) with any person with respect to the Common Stock, including
transfer or voting thereof, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger, dated February 17, 1999,
by and among Versailles Capital Corporation,
Amerimmune, Inc. and British Lion Medical, Inc.*
Exhibit 3.3 Articles of Merger, as filed with the Colorado
Secretary of State on February 23, 1999.*
Exhibit 10.1 Patent and Trademark License Agreement between British
Lion Medical, Inc. and Three R Associates, Inc., dated
October 24, 1998.*
Exhibit 10.2 Termination, Sale and Shareholder Agreement by and
among Three R Associates, Inc., Allen D. Allen and
Cytodyn(R) of New Mexico, Inc., dated August 1, 1998.*
Exhibit 10.4 Subscription, Share Restriction and Proxy Agreement
between British Lion Medical, Inc. and Allen D. Allen,
dated October 23, 1998.*
__________________
*Incorporated by reference from the numbered exhibits filed with the
Issuer's Current Form 8-K, dated March 10, 1999.
<PAGE>
CUSIP NO. 9251311 04 Page 14 of 15
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Dated: March 10, 1999 THREE R ASSOCIATES, INC.
By /s/ LOIS REZLER
---------------------------------
Name: Lois Rezler
Title: President
Dated: March 10, 1999 LOIS REZLER
/s/ LOIS REZLER
----------------------------------
LOIS REZLER
Dated: March 10, 1999 DANIEL L. AZARNOFF
/s/ DANIEL L. AZARNOFF
----------------------------------
DANIEL L. AZARNOFF
Dated: March 10, 1999 ROY S. AZARNOFF
/s/ ROY S. AZARNOFF
----------------------------------
ROY S. AZARNOFF
Dated: March 10, 1999 CYTODYN(R), INC.
By /s/ ALLEN D. ALLEN
--------------------------------
Name: Allen D. Allen
Title: President
<PAGE>
CUSIP NO. 9251311 04 Page 15 of 15
Dated: March 10, 1999 ALLEN D. ALLEN
/s/ ALLEN D. ALLEN
----------------------------------
ALLEN D. ALLEN
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
