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Page 1 of 4 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
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 General Counsel
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)
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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 / /.
*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 4 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BIOCHEM PHARMA 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 15,040,704
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
15,040,704
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,040,704
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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)
41.6%
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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 4 Pages
Explanatory Note
BioChem Pharma Inc. ("BioChem") hereby amends its Amendment Number 8 to
its Schedule 13D which was filed on July 28, 1999 ("Amendment Number 8"), by
filing a corrected Exhibit 2 to Amendment Number 8 entitled "Form of Guaranty,
in favor of Royal Bank of Canada regarding the Line of Credit" (the "Exhibit").
The Exhibit is included as Exhibit 1 to this Amendment. No changes with respect
to BioChem's beneficial ownership of securities issued by North American
Vaccine, Inc. are reported in this Amendment.
Item 7. Material to be Filed as Exhibits.
1. Form of Guaranty, in favor of Royal Bank of
Canada regarding the Line of Credit.
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Page 4 of 4 Pages
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
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Charles-A. Tessier
Vice-President, Legal Affairs
and General Counsel
Dated: August 4, 1999
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[RECYCLE LOGO] Form 813 (8-95)
SURETYSHIP AND SUBORDINATION OF CLAIMS
TO: ROYAL BANK OF CANADA
SURETYSHIP
(a) OBLIGATIONS GUARANTEED
The undersigned and each of them (if more than one) (the "Guarantor", and
collectively the "Guarantors"), guarantees payment on demand to Royal Bank of
Canada (the "Bank") of all debts and obligations, present or future, direct or
indirect, conditional or unconditional, matured or not, which
VACCINS NORD--AMERICAINS INC. / NORTH AMERICAN VACCINE, INC.
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(the "Client") may owe to the Bank at any time whatsoever, whether such debts
and obligations
-- result from agreements or transactions
-- between the Bank and the Client, or
-- between the Client and a third party but through which the Bank
may become the Client's creditor,
-- or arise in any other manner,
in the country in which this suretyship is given or elsewhere, whether the
Client is bound alone or with others, as principal debtor or as guarantor.
Such debts and obligations of the Client are hereinafter referred to as the
"Obligations".
(b) AMOUNT OF THE SURETYSHIP
The Guarantor's liability, or if several Guarantors their total liability, under
this suretyship shall be limited to an amount of SIX MILLION US DOLLARS
-------------------------------
(US $6,000,000.00) dollars plus interest from the date the Bank makes a demand
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for payment from a Guarantor at the US Base Rate* plus 2.65% percent per annum
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both before and after judgment.
"US Base Rate" means the annual rate of interest announced from time to time by
the Bank as a reference rate in effect for determining the interest rates
applicable to US dollar commercial loans made in Canada.
*Insert the rate over Prime, or, in the case of a fixed rate, delete the words
"the Bank's Prime Rate plus" and insert the applicable rate.
SUBORDINATION OF CLAIMS
Each Guarantor subordinates its claims, present and future, against the Client
to the Obligations, so as to enable the Bank in all circumstances to be fully
paid the Obligations in priority over such claims. Any payment received by a
Guarantor with respect to such claims shall be received on behalf of the Bank
and shall be remitted to the Bank immediately. Such remittance shall not
constitute a full or partial discharge of the liability of any Guarantor
hereunder.
This subordination is independent of the suretyship hereunder and shall remain
in effect notwithstanding the termination of the suretyship with respect to one
or more Guarantors.
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GENERAL PROVISIONS
1. SOLIDARY LIABILITY
1.1 BETWEEN THE CLIENT AND THE GUARANTORS
The Obligations of the Client and the undertakings of each Guarantor
hereunder toward the Bank shall be solidary.
1.2 BETWEEN THE GUARANTORS
If there is more than one Guarantor, their undertaking hereunder shall be
solidary.
2. RIGHTS OF THE BANK
2.1 TRANSACTIONS WITH THE CLIENT AND WITH THIRD PARTIES
The Bank may grant to the Client or to third parties, including to
another Guarantor who is a signatory to this or another suretyship,
delays for performance, renewals, prorogations, extensions of time,
releases and discharges; the Bank may accept from them security,
including other suretyships; it may surrender to them all or part of such
security, including that currently existing; it may abstain from taking
security or from realizing thereon; it may cease or abstain from granting
them credit, loans or advances; it may make compromises and deal with
them and surrender any security; the whole as the Bank may deem
appropriate, without having to obtain consent from any Guarantor and
without diminishing or modifying its liability under this agreement.
Loss of any security held by the Bank from the Client or from third
parties, whether it results from an act or an omission by the Bank or
otherwise, shall not diminish nor modify the liability of any Guarantor
under this agreement.
2.2 IMPUTATION OF MONIES RECEIVED
The Bank may apply any payment it receives and any product of realization
on security it holds to the portion of the Obligations it deems
appropriate, including the portion which is not guaranteed by this
suretyship; it may also, at its discretion, change such application; the
whole without diminishing the liability of any Guarantor under this
agreement.
3. CONTINUOUS SURETYSHIP
This suretyship is continuous. It shall subsist notwithstanding the total or
partial discharge of the Obligations from time to time. It secures the
ultimate balance owing to the Bank by the Client.
4. RENUNCIATION TO BENEFIT OF DISCUSSION
Each Guarantor renounces to the benefit of discussion; thus, the Bank shall
not be obliged to exercise its remedies against the Client or against the
Client's property before seeking performance of the Obligations of a
Guarantor hereunder.
5. RENUNCIATION TO BENEFIT OF DIVISION
Each Guarantor renounces to the benefit of division; thus, the Bank will not
be obliged to divide its action nor to reduce it to the amount of the share
of each Guarantor when exercising its rights pursuant to this suretyship.
6. TERMINATION OF THE SURETYSHIP
6.1 REVOCATION
Each Guarantor may, by written notice to the manager of the branch or
agency of the Bank which has received this suretyship agreement,
terminate its liability under this suretyship with respect to future
Obligations, but not with respect to the Obligations existing on the date
of receipt of such notice, even if such Obligations are not exigible at
such time; furthermore, notwithstanding the receipt of such notice, the
Bank has the right to comply with the demands of the Client based on
express or tacit agreements entered into prior to the receipt of such
notice and any Obligation resulting therefrom shall be covered by this
suretyship.
6.2 DEATH
The death of a Guarantor shall terminate this suretyship and the
liability of the Guarantor's succession for future Obligations, but shall
not terminate it with respect to the Obligations existing on the date on
which the death occurred, even if such Obligations are not exigible at
such time; furthermore, notwithstanding the death, the Bank has the right
to comply with the demands of the Client based on express or tacit
agreements entered into prior to the occurrence of the death, and any
Obligation resulting therefrom shall be covered by this suretyship.
6.3 EFFECT ON OTHER GUARANTORS
In the event this suretyship is terminated with respect to one or several
Guarantors, for a reason stated hereinabove or otherwise, it shall remain
in effect for the remaining Guarantors.
7. NON-DISCHARGING EVENTS
7.1 GENERAL
This suretyship and this subordination agreement shall remain in effect
notwithstanding:
- the change of name of the Client,
- the merger of the Client with another legal person,
- if the Client is a partnership, a change in its composition, business
or purpose,
- if the Client is a legal person, a change in its purpose, capital
structure, charter or business
The term "Client" shall then be deemed to include, for the purposes of
this agreement, such new name, the legal person resulting from such
merger, or such partnership or legal person so modified.
7.2 SURETYSHIP ATTACHED TO THE PERFORMANCE OF DUTIES
If this suretyship is attached to the performance of special duties of
any Guarantor, termination of such duties shall not have the effect of
terminating this suretyship.
7.3 INCAPACITY OF THE CLIENT
The Obligations are guaranteed by this suretyship notwithstanding any
incapacity or inability of the Client or of its directors, partners or
agents, or the absence of juridical personality of the Client, or the
fact that legal action cannot be brought against the Client, or any
irregularity or defect in the formation of the Obligations, whether or
not the Bank is aware of it.
8. POSTPONEMENT OF SUBROGATION
Each Guarantor agrees to refrain from exercising its right of subrogation
until the Bank receives full payment of the Obligations.
9. INDEPENDENCE OF THE SURETYSHIP
This suretyship is in addition to all other suretyships and undertakings
given or made by whomsoever to the Bank with regard to the Client. However,
it is in substitution for any suretyship surrendered by the Bank in
consideration of establishing this suretyship.
10. STATEMENTS OF ACCOUNT
Any statement prepared by the Bank shall be accepted by the Guarantors as
conclusive evidence of the amount owing by the Client to the Bank on the date
of such statement.
11. EFFECTIVE DATE
This agreement is binding upon all its signatories, even if one or more
intended signatories did not execute it.
The possession by the Bank of this agreement constitutes conclusive evidence
that the latter was not delivered on the understanding that it would only
come into effect after certain prior or subsequent conditions were met
unless, at the time the Bank takes delivery of it, each of the signatories
obtains from the manager of the branch or agency of the Bank taking delivery
of this agreement a letter establishing the conditions pursuant to which it
was delivered and, if applicable, those which must be complied with prior to
the agreement taking effect.
12. DEMAND FOR PAYMENT
A demand for payment shall be deemed to have been made to any Guarantor when
a stamped envelope containing such demand and addressed to such Guarantor is
mailed to the latter's last address known to the Bank.
In the event that a Guarantor dies, a demand for payment mailed as aforesaid
and addressed to any one of the heirs, executors, liquidators, administrators
or legal representatives of such Guarantor at the last address of the
deceased Guarantor known to the Bank, shall be deemed to have been made to
all of them.
When it deems it necessary for the protection of its interests, the Bank may
avail itself of its rights resulting from this suretyship without being
required to make a prior demand for payment.
13. PLACE OF PAYMENT
All payments hereunder shall be made to the Bank, at one of its branches or
agencies.
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14. ENTIRE AGREEMENT
This document comprises the entire agreement between the parties with
respect to this suretyship and subordination of claims, and no party hereto
is bound by any other statement or promise whatsoever, by whosoever made,
with respect to this suretyship or this subordination, if such statement or
promise does not form an integral part hereof.
15. SUCCESSORS
This suretyship and this subordination agreement ensure to the benefit of
the successors and assigns of the Bank, either by merger or otherwise, who
may avail themselves of it in the same manner as the Bank.
Any reference herein to a Guarantor is deemed to include the heirs,
executors, liquidators, administrators, legal representatives, successors,
and assigns of such Guarantor, as the case may be, and this suretyship and
this subordination agreement is binding upon all of them.
16. APPLICABLE LAWS
This suretyship and this subordination of claims are governed and
interpreted by the laws in force in Quebec. Each Guarantor acknowledges the
jurisdiction of the courts of such Province regarding any aspect of this
agreement and the remedies that may arise thereunder. Each Guarantor
acknowledges to have received sufficient consideration to enter into this
agreement.
17. LANGUAGE
Each Guarantor has expressly requested that this agreement and all
documents relating thereto be drawn up in the English language. Chaque
caution a expressement demande que ce contrat et tous les documents qui s'y
rapportent soient rediges en langue anglaise.
18. ACKNOWLEDGMENT OF RECEIPT
Each Guarantor acknowledges to have received a copy of this agreement.
EXECUTED at
---------------------------'
(place)
on
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(month) (day) (year)
Witnesses: Guarantor(s):
BIOCHEM PHARMA INC.
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(name)
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(signature)
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(signature)
Witnesses BIOCHEM PHARMA HOLDINGS INC.
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