UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
LIDAK Pharmaceuticals
(Name of Issuer)
Class A Common Stock and Class B Common Stock
(Title of Class of Securities)
531707107
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(CUSIP Number)
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Dennis J. Doucette, Esq.
Steven J. Davis, Esq.
Luce, Forward, Hamilton & Scripps LLP
600 West Broadway, Ste. 2600
San Diego, California 92101
(619) 236-1414
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 18, 1998
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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).
<PAGE>
SCHEDULE 13D
CUSIP No. 531707107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David H. Katz, M.D.
SS# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) __
Not applicable.
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
Class A Common Stock: 3,215,193
NUMBER OF Class B Common Stock: 609,000*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON Class A Common Stock: 3,215,193
WITH Class B Common Stock: 609,000*
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock: 3,264,096
Class B Common Stock: 619,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock: 7.9%
Class B Common Stock: 92.7%*
14 TYPE OF REPORTING PERSON
IN
*Assumes receipt of 375,000 shares of Class B Common Stock for which Dr. Katz
has exercised his options but has yet to receive shares from Lidak.
<PAGE>
SCHEDULE 13D
FOR
DAVID H. KATZ, M.D.
This Amendment No. 3 amends and supplements the statement on Schedule
13D dated January 16, 1998, filed on behalf of David H. Katz, M.D., Amendment
No. 1 of the Schedule 13D dated March 16, 1998 filed on behalf of HealthMed,
Inc. ("HealthMed"), Mitchell J. Stein, David H. Katz, M.D., Wallace O.
Raubenheimer and George Rutland, and Amendment No. 1 dated March 30, 1998 filed
on behalf of Dr. Katz, and Amendment No. 2 dated September 3, 1998 filed on
behalf of Dr. Katz and relates to the Class A Common Stock and Class B Common
Stock issued by Lidak Pharmaceuticals ("LIDAK"), a California corporation.
Item 1. Security and Issuer.
Securities: Class A common stock, no par value ("Class A Common Stock")
Class B common stock, no par value ("Class B Common Stock")
Issuer: LIDAK Pharmaceuticals
11077 N. Torrey Pines Road
La Jolla, California 92037
Item 2. Identity and Background. This Schedule 13D is filed on behalf of
David H. Katz, M.D.
a. Name: David H. Katz, M.D.
b. Business Address: 1775 La Jolla Rancho Road, La Jolla, California
92037.
c. Dr. Katz is a director of LIDAK.
d. During the last five years, Dr. Katz has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
e. During the last five years, Dr. Katz has not been a party to a civil
proceeding of a judicial or administrative body which resulted in 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. Citizenship: Dr. Katz is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On August 27, 1998, David Katz, Lee Katz (the "Katz Parties") on the
one hand, and Mitchell J. Stein, HealthMed, Inc. ("HealthMed"), National Trust
<PAGE>
Properties, and the Trammel Trust (the "HealthMed Parties") on the other hand,
entered into a Settlement Agreement and Rescission (the "Settlement Agreement
and Rescission") whereby the Katz Parties and the HealthMed Parties agreed to
settle certain litigation between them relating to the Stock Purchase Agreement
(the "Katz Stock Purchase Agreement"), the Purchase Rights Agreement (the "Katz
Purchase Rights Agreement"), the Voting Trust agreement (the "Katz Voting Trust
Agreement") and the Promissory Note (the "Katz Promissory Note") (collectively,
the "Agreements") entered into between David Katz and HealthMed on January 12,
1998. Pursuant to the terms of the Settlement and Rescission Agreement and the
accompanying Judgment of Rescission and Dismissal ordered by the United States
District Court on August 28, 1998 and the request for dismissal with prejudice
filed by the parties with the Superior Court of San Diego on August 31, 1998
relating to the litigation, the Agreements have been rescinded in their entirety
and the Katz Parties and the HealthMed Parties have been restored to their
status quo ante with respect to all rights, privileges, interests, obligations
and preferences with respect to the subject matter of the Agreements, including,
but not limited to, all rights, privileges and preferences with respect to the
shares of Class A Common Stock and Class B Common Stock of Lidak. As part of a
separate agreement, the HealthMed Parties acquired 65,000 shares of Class A
Common Stock from the Katz Parties.
a. Not applicable.
b. Not applicable.
c. Not applicable.
d. Not applicable.
e. Not applicable.
f. Not applicable.
g. Not applicable.
h. Not applicable.
i. Not applicable.
j. Not applicable.
<PAGE>
Item 5. Interest in Securities of the Issuer.
a. Dr. Katz is the beneficial owner of 3,264,096 shares of Class A
Common Stock and 619,000 shares of Class B Common Stock. Dr. Katz may therefore
by deemed to beneficially own 7.9% of the Class A Common Stock outstanding and
92.7% of the Class B Common Stock outstanding. Pursuant to the Articles of
Incorporation of LIDAK, each share of Class A Common Stock entitles the holder
to one vote and each share of Class B Common Stock entitles the holder to five
votes upon any and all matters submitted to the shareholders of LIDAK for a
vote.
The calculation of the percentage of shares beneficially owned as of
the date hereof is based on LIDAK's Form 10-Q for the quarter ended June 30,1998
in which LIDAK reported there were 39,814,017 shares of Class A Common Stock
outstanding and 49,000 shares of Class B Common Stock outstanding as of August
13, 1998. The calculation gives effect to (i) Dr. Katz's exercise of his stock
options (the "Options") which grant to him the right to purchase 1,867,000
shares of Class A Common Stock, (ii) Dr. Katz's exercise of his options on June
1, 1998 to purchase 375,000 shares of Class B Common Stock, for which Dr. Katz
has has yet to receive Class B shares, (iii) Dr. Katz's exercise of his Class D
Warrants to purchase 386,190 shares of Class A Common Stock, (iv) Dr. Katz's
wife's exercise of options to purchase 10,000 shares of Class B Common Stock,
and (v) Dr. Katz's wife's ownership of 2,000 shares of Class A Common Stock and
her exercise of options to purchase 46,903 shares of Class A Common Stock, and
results, for purposes of calculating the percent of class beneficially owned by
Dr. Katz in there being 41,124,110 shares of Class A Common Stock issued and
outstanding and 668,000 shares of Class B Common Stock issued and outstanding.
The Options are exercisable within 60 days. The 1,867,000 shares of Class A
Common Stock underlying the Options are therefore beneficially owned by Dr.
Katz.
b. Dr. Katz has the sole power to vote and dispose of 3,215,193 shares
of Class A Common Stock and 609,000 shares (375,000 shares of which Dr. Katz has
yet to receive from Lidak) of Class B Common Stock. Dr. Katz's wife has the sole
power to vote and dispose of 48,903 shares of Class A Common Stock and 10,000
shares of Class B Common Stock.
<PAGE>
c. Not applicable.
d. Not applicable.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer.
The discussion herein regarding the (i) Katz Stock Purchase Agreement,
(ii) Katz Purchase Rights Agreement, (iii) Katz Voting Trust Agreement, (iv)
Katz Promissory Note, and (v) Settlement Agreement and Rescission is hereby
incorporated into this Item 6.
Item 7. Material to be Filed as Exhibits.
The following are incorporated by reference from the Schedule 13D filed
on behalf of Dr. Katz on January 16, 1998:
Exhibit 4.1: Katz Stock Purchase Agreement
Exhibit 4.2: Katz Purchase Rights Agreement
Exhibit 9.1: Katz Voting Trust Agreement
Exhibit 10.1: Katz Promissory Note
<PAGE>
The following is incorproated by reference from Amendment No. 2 to the
Schedule 13D filed on behalf of Dr. Katz on September 3, 1998:
Exhibit 10.2: Settlement Agreement and Rescission
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.
Date: September 18, 1998
/s/ David H. Katz
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David H. Katz, M.D.
