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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
North American Vaccine, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
657-201-109
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(CUSIP Number)
Charles-A. Tessier, Vice-President, Legal Affairs and Corporate Secretary,
BioChem Pharma, Inc., 275 Armand Frappier Boulevard,
Laval, Quebec H7V 4A7 Canada
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 17, 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).
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SCHEDULE 13D
CUSIP NO. 657-201-109 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BIOCHEM PHARMA INC. (formerly IAF BioChem International Inc.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(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
Laval, Quebec, Canada
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7 SOLE VOTING POWER
NUMBER OF
SHARES 11,248,488 Common Stock Plus 69,374 Vested Options
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 11,248,488 Common Stock Plus 69,374 Vested Options
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
11,248,488 Common Stock Plus 69,374 Vested Options
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,317,862 Common Stock (11,248,488 Common Stock Plus 69,374 Vested Options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
n/a
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
Item 1. Security and Issuer.
This Amendment relates to the Common Stock, no par value (the "Common
Stock") of North American Vaccine, Inc. (the "Company"), 12103 Indian Creek
Court, Beltsville, Maryland, U.S.A. 20705.
Item 2. Identity and Background.
This Amendment is being filed by BioChem Pharma Inc. ("BioChem").
BioChem is a publicly-owned Canadian pharmaceutical company incorporated under
the laws of Quebec, Canada. BioChem has specialized since 1986 in the
research, development, manufacture and sale of products for the diagnosis,
treatment and prevention of diseases involving the immune system. The
principal executive offices of BioChem are at 275 Armand-Frappier Boulevard,
Suite 600, Laval, Quebec, H7V 4A7 and its telephone number is (514) 681-1744.
BioChem has not, during the last five years, or at any time prior
thereto: (a) been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors); or (b) been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction resulting in its
having been or being subject to a judgement, 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.
The transaction being reported is the exercise of stock options
perviously granted to BioChem by the Company. The options were for a total of
46,152 shares of the Company's Common Stock at an exercise price of $1.813 per
share. the total exercise price was $83,673.58. BioChem paid the exercise
price from its working capital.
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Page 4 of 5 Pages
Item 4. Purpose of Transaction.
The purpose of the acquisitions was to exercise favorable options.
The transaction will not result in:
(a) a sale or transfer of material amount of the assets of the Company
or any of its subsidiaries;
(b) any other material change in the company's business or corporate
structure;
(c) changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(d) causing the Company's Common Stock to cease to be authorized to be
quoted in an inter-dealer quotation system or a registered national securities
association.
Item 5. Interest in Securities of the Issuer.
(a) Following a stock split of two common shares for one common share
on January 29, 1992, BioChem owns 11,248,488 shares of the Company's Common
Stock, 1,000,000 shares of the Company's Class A Preferred Stock and options to
purchase 69,374 shares of the Company's Common Stock. As of the date hereof,
BioChem beneficially owns an aggregate amount of 13,317,862 of the Company's
Common Stock.
(b) The amount disclosed includes 1,000,000 shares of the Company's
Class A Preferred Stock which are convertible into 2,000,000 shares of the
Company's Common Stock, 69,374 shares of the Company's Common Stock which may
be purchased upon the exercise of stock options currently exercisable.
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Page 5 of 5 Pages
(c) BioChem has sole and exclusive voting and dispositive power with
respect to all shares of the Company's Common Stock and Class A Preferred
Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships With respect to Securities of the Issuer.
No change from the Schedule 13D as originally filed.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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 .
BIOCHEM PHARMA INC.
By: /s/ Charles-A. Tessier
------------------------------
Charles-A. Tessier
Vice-President, Legal Affairs
and Corporate Secretary
Dated: January 8, 1998
