<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Lidak Pharmaceuticals
---------------------
(Name of Issuer)
Class A Common Stock and Class B Common Stock
-----------------------------------------------
(Title of Class of Securities)
531707107
-------------------------------------
(CUSIP Number of Class of Securities)
Michael D. Donahue, Esq.
Asher M. Leids, Esq.
Donahue, Mesereau & Leids LLP
1900 Avenue of the Stars
Suite 2700
Los Angeles, California 90067
(310) 277-1441
--------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 6, 1998
---------------------------
(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 Statement because of
Rule 13d-1(b)(3) or (4), check the following / /
Check the following box if a fee is being paid with this Statement: / /
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CUSIP No. 531707107
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: HealthMed, Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: 91-1878972
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)/X/
(b)/ /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00 HealthMed, Inc. Is obligated to pay an aggregate of $1,791,238.98
in promissory notes for the shares purchased from Dr. Katz and Medical
Biology Institute
- ------------------------------------------------------------------------------
(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
Nevada
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: (7) SOLE VOTING POWER
: 2,187,383
:
NUMBER OF -----------------------------------------------------
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :
EACH -----------------------------------------------------
REPORTING : (9) SOLE DISPOSITIVE POWER
PERSON WITH : 1,165,821
:
-----------------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,187,383
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 /X/
EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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- ------------------------------------------------------------------------------
CUSIP No. 531707107
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(1) NAME OF REPORTING PERSON: Mitchell J. Stein
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/
(b) / /
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00 HealthMed, Inc. Is obligated to pay an aggregate of $1,791,238.98
in promissory notes for the shares purchased from Dr. Katz and Medical
Biology Institute
- ------------------------------------------------------------------------------
(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 States of America
- ------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: -0-
NUMBER OF SHARES :
-----------------------------------------------------
: (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :
EACH -----------------------------------------------------
REPORTING : (9) SOLE DISPOSITIVE POWER
PERSON WITH : -0-
:
-----------------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,187,383
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* /X/
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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- ------------------------------------------------------------------------------
CUSIP No. 531707107
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: David H. Katz, M.D.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/
(b) / /
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(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00 HealthMed, Inc. Is obligated to pay an aggregate of $1,528,234.98
in promissory notes for the shares purchased from Dr. Katz
- ------------------------------------------------------------------------------
(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 States of America
- ------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: -0-
NUMBER OF :
SHARES -----------------------------------------------------
BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY : -0-
EACH :
REPORTING -----------------------------------------------------
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: Class A Common Stock: 3,344,696
: Class B Common Stock: 385,000
:
-----------------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON Class A Common Stock: 3,344,696
Class B Common Stock: 385,000
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* /X/
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Class A Common Stock: 8.1%
Class B Common Stock: 88.7%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
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CUSIP No. 531707107
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(1) NAME OF REPORTING PERSON: Wallace O. Raubenheimer
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/
(b) / /
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS* PF
- ------------------------------------------------------------------------------
(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 States of America
- ------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: 144,134
NUMBER OF :
SHARES -----------------------------------------------------
BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY : -0-
EACH :
REPORTING -----------------------------------------------------
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 144,134
:
-----------------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
618,702
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* /X/
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.6%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
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CUSIP No. 531707107
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(1) NAME OF REPORTING PERSON: George P. Rutland
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/
(b) / /
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS* PF
- ------------------------------------------------------------------------------
(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 States of America
- ------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: 88,000
NUMBER OF :
SHARES -----------------------------------------------------
BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY : 12,000
EACH :
REPORTING -----------------------------------------------------
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 88,000
:
-----------------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: 12,000
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
100,000
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* /X/
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
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This Amendment No. 1 amends and supplements the statement on
Schedule 13D, dated January 12, 1998, relating to the Class A Common Stock,
no par value (the "Class A Common Stock") and the Class B Common Stock, no
par value (the "Class B Common Stock") (the Class A Common Stock and the
Class B Common Stock may hereinafter be referred to collectively as, the
"Shares"), issued by Lidak Pharmaceuticals, a California corporation (the
"Company"), and is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
The information set forth in the Exhibits attached hereto is hereby
expressly incorporated herein by reference and the response to each item of
this Schedule 13D is qualified in its entirety by the provisions of such
exhibits.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Schedule 13D") relates to the
Shares of the Company. The principal executive offices of the Company are
located at 11077 N. Torrey Pines Road, La Jolla, California 92037.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by HealthMed, Inc., a Nevada
Corporation and the following natural persons: Mitchell J. Stein, David H.
Katz, M.D., Wallace O. Raubenheimer and George P. Rutland (collectively, the
"Reporting Persons"). The name, address, citizenship and present principal
occupation or employment of each executive officer, director and each person
controlling Healthmed, Inc. are set forth in Annex I hereto, which Annex I is
hereby incorporated herein by this reference.
(b) HealthMed, Inc.'s principal business and principal office
address is 8306 Wilshire Boulevard, Suite 7056, Beverly Hills, California
90211. Mr. Stein's address is 8306 Wilshire Boulevard, Suite 7056, Beverly
Hills, California 90211. Dr. Katz's address is c/o Medical Biology Institute
("MBI"), 11077 N. Torrey Pines Road, La Jolla, California 92037. Mr.
Raubenheimer's address is c/o Folsom's Air Service, Burnt Jacket Road,
Greenville, Maine 04441. Mr. Rutland's address is 2625 Acuna Court, Carlsbad,
California 92009.
(c) The present principal business of HealthMed, Inc. is providing
consulting services to healthcare companies. The present principal
occupation of Mr. Stein is President and Chief Executive Officer of
HealthMed, Inc. The present principal occupation of Dr. Katz is serving as a
member of the Board of Directors of the Company and serving as President and
Chief Executive Officer of MBI. The present principal occupation of Mr.
Raubenheimer is investments. The present principal occupation of Mr. Rutland
is serving as Chairman of the Board of Directors and Chief Executive Officer
of Taipan Corporation and serving as a member of the Board of Directors of
Hemet Federal Bank.
(d) During the past five years none of the Reporting Persons and,
to the best knowledge of the Reporting Persons, none of the executive
officers, directors, trustees or controlling persons of HealthMed, Inc. has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons, and, to the best knowledge of
the Reporting Persons, none of the executive officers, directors, trustees or
control persons of HealthMed, Inc. has, during the last five years, been a
party to a civil proceeding or 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.
7
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of a Stock Purchase Agreement dated January 12,
1998 by and between David H. Katz, M.D. ("Dr. Katz") and HealthMed, Inc. (the
"Katz Stock Purchase Agreement"), Dr. Katz sold 308,100 shares of Class A
Common Stock and 70,200 shares of Class B Common Stock, no par value of the
Company (the "Class B Common Stock")to HealthMed, Inc. for a total purchase
price of $1,528,234.98 (the "Katz Promissory Note"). The purchase price was
paid by the HealthMed, Inc. in the form of a promissory note in the principal
amount of $1,528,234.98. Said promissory note matures on January 12, 2000.
Pursuant to the terms of a Stock Purchase Agreement dated January 12,
1998 by and between Medical Biology Institute, a California nonprofit public
benefit corporation ("MBI") and HealthMed, Inc. (the "MBI Stock Purchase
Agreement"), MBI sold 65,100 shares of Class A Common Stock to HealthMed,
Inc. for a total purchase price of $263,004. The purchase price was paid by
HealthMed, Inc. in the form of a promissory note in the principal amount of
$263,004 (the "MBI Promissory Note"). Said promissory note matures on
January 12, 2000.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons purchased the Shares owned by each of them for
purposes of investment and for the purposes otherwise specified hereinbelow
in this Item 4. Subject to applicable legal and contractual requirements,
and depending upon their respective evaluations of the Company's business and
prospects, future developments, market conditions and other factors, any of
the Reporting Persons may, from time to time, purchase additional Shares or
sell or cause to be sold, all or a portion of these Shares for which the
Reporting Person exercises voting or dispositive power, either in open market
or privately negotiated transactions or otherwise.
Subject to the foregoing, the Reporting Persons have no plans or
proposals which relate to Items 4(a) through (j) of Schedule 13D except as
follows:
(a) The Reporting Persons may seek to achieve voting control over
a majority of the Company's outstanding securities through open market
purchases, privately negotiated transactions, placement of shares of the
Company into voting trusts over which HealthMed, Inc. will have voting
control, the solicitation of proxies or otherwise.
(b) Not Applicable.
(c) Not Applicable.
(d) The intent of the Reporting Persons is to seek to elect three
new members to the Company's Board of Directors at the Company's 1998 Annual
Meeting of Shareholders.
(e) On January 13, 1998, HealthMed, Inc. submitted a financing
proposal to the Company. On March 3, 1998, as a result of the Company's
unwillingness to seriously pursue such proposal, HealthMed, Inc. withdrew its
proposal. The Reporting Persons may seek additional financing for the
Company in order to further the Company's objectives in developing and
marketing its products. Such financing may take the form of debt or equity
issuances.
(f) If the financing discussed in Item 4(e) occurs, the Company's
capitalization will be effected by the issuance of any debt or equity
financing that the Company may engage in.
8
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(g) Not Applicable.
(h) Not Applicable.
(i) Not Applicable.
(j) Not Applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) HealthMed, Inc. is the direct beneficial owner of 443,400
Shares. Further, HealthMed, Inc. has voting power over an additional
1,034,603 Shares pursuant to the terms of Voting Trust Agreements with Dr.
Katz and MBI (see below). Moreover, HealthMed, Inc. may be deemed to have a
beneficial interest in 709,380 Shares which HealthMed, Inc. may acquire
pursuant to the terms of the Purchase Rights Agreement (as hereinafter
defined). Accordingly, HealthMed, Inc. may be deemed to beneficially own
approximately 2,187,383 Shares (the "HealthMed Shares"), representing
approximately 5.4% of the Shares outstanding. Mr. Stein, as president, chief
executive officer and the indirect majority shareholder of HealthMed, Inc.
may be deemed to be beneficial owner of the HealthMed Shares, although he
disclaims beneficial ownership of such shares.
The percentage of Shares outstanding reported as beneficially owned
by HealthMed, Inc. on the date hereof is based upon the Company's Form 10-K
for the Fiscal Year Ended September 30, 1997 so that the HealthMed, Inc.'s
information is that the total shares of Class A Common Stock issued and
outstanding as of December 29, 1997 was 38,742,511 Shares. The calculation
as to percentage ownership gives effect to (i) the automatic conversion of
the 234,000 shares of Class B Common Stock of the Company into 234,000 Shares
of Class A Common Stock upon the transfer of such Shares as required by the
Company's Restated Articles of Incorporation (the "Articles") and (ii) the
exercise by Dr. Katz of options to acquire up to 1,877,000 shares of Class A
Common Stock and 375,000 shares of Class B Common Stock, aggregating
2,252,000, HealthMed, Inc.'s right to acquire 31.5% of such shares
representing an aggregate of 591,255 shares of Class A Common Stock and
118,125 shares of Class B Common Stock, aggregating 709,380 shares and the
automatic conversion of the 118,125 shares of Class B Common Stock into
118,125 shares of Class A Common Stock, and results, for purposes of
calculating the percent of class owned by HealthMed, Inc., in there being
40,619,511 shares of Class A Common Stock issued and outstanding.
Dr. Katz is the beneficial owner of 3,344,696 shares of Class A
Common Stock and 385,000 shares of Class B Common stock. Dr. Katz may
therefore by deemed to beneficially own 8.1% of the Class A Common Stock
outstanding and 88.7% of the Class B Common Stock outstanding. Pursuant to
the Articles, 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 the Company for a
vote.
The calculation of the percentage of shares beneficially owned by
Dr. Katz as of the date hereof is based on the Company's Form 10-K for the
Fiscal Year Ended September 30, 1997 in which the Company reported there were
38,742,511 shares of Class A Common Stock outstanding and 283,000 shares of
Class B Common Stock outstanding as of December 29, 1997. The calculation
gives effect to the automatic conversion of 163,800 shares of Class B Common
Stock transferred by Dr. Katz into the voting trust (see item 5b below) into
163,800 shares of Class A Common Stock and 70,200 shares of Class B Common
Stock sold by Dr. Katz into 70,200 shares of Class A Common Stock as required
by the Articles. The calculation also gives effect to (i) Dr. Katz's
exercise of his stock options (the "Options") which grant to him the right to
purchase
9
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1,877,000 shares of Class A Common Stock and 375,000 share of Class B Common
Stock, (ii) Dr. Katz's exercise of his Class D Warrants to purchase 386,190
shares of Class A Common Stock, (iii) Dr. Katz's wife's exercise of options
to purchase 10,000 shares of Class B Common Stock and (iv) Dr. Katz's wife's
exercise of options to purchase 46,903 shares of Class A Common Stock and
results, for purposes of calculating the percent of class owned by Dr. Katz,
in there being 41,286,604 shares of Class A Common Stock issued and
outstanding and 434,000 shares of Class B Common Stock issued and outstanding.
Mr. Raubenheimer is the beneficial owner of 618,702 Shares. Mr.
Raubenheimer has sole voting and investment power over 144,134 Shares. Mr.
Raubenheimer's wife is the beneficial owner of 367,900 Shares. Mr.
Raubenheimer disclaims beneficial ownership of such shares. Further, Mr.
Raubenheimer is the beneficial owner of Class D warrants exercisable into
106,668 Shares. Accordingly, Mr. Raubenheimer may be deemed to beneficially
own approximately 1.6% of the Shares oustanding.
Mr. Rutland is the beneficial owner of 100,000 Shares, of which he
has sole voting and investment power over 88,000 shares and shared voting and
investment power, with his wife, over 12,000 Shares. Accordingly, Mr.
Rutland may be deemed to beneficially own approximately 0.2% of the Shares
oustanding.
The percentage of Shares oustanding reported as beneficially owned
by Messrs. Raubenheimer and Rutland on the date hereof is based upon the
Company's Form 10-K for the Fiscal Year Ended September 30, 1997 which
reported that the total shares of Class A Common Stock issued and outstanding
as of December 29, 1997 was 38,742,511 Shares. The calculation as to
percentage ownership for Mr. Raubenheimer gives effect to the exercise by Mr.
Raubenheimer of the Class D warrants owned to him.
As described in detail in response to Item 6, below, the Reporting
Persons may be regarded as a group and that group may be deemed to have
acquired beneficial ownership for purposes of Sections 13(d) and 13(g) of the
Exchange Act, of all Shares beneficially owned by the Reporting Persons.
(b) HealthMed, Inc. has sole voting and dispositive power with
respect to the 443,400 Shares of Class A Common Stock purchased pursuant to
the Katz Stock Purchase Agreement and the MBI Stock Purchase Agreement.
Pursuant to the terms of a Voting Trust Agreement dated January 12,
1998 by and between Dr. Katz and HealthMed, Inc. (the "Katz Voting Trust
Agreement"), Dr. Katz transferred 718,903 shares of Class A Common Stock and
163,800 shares of Class B Common Stock (which automatically converted into
163,800 shares of Class A Common Stock) into a voting trust with HealthMed,
Inc. HealthMed, Inc. is the trustee of such voting trust and has the sole
power to vote the 1,034,603 Shares transferred into such voting trust. The
term of the Katz Voting Trust Agreement is ten (10) years. Under the terms
of the Katz Voting Trust Agreement, Dr. Katz has retained the power to
dispose of all of the Shares held in such trust; PROVIDED, HOWEVER, Dr. Katz
may not dispose of more than twenty percent (20%) of such Shares within any
thirty (30) day period.
Pursuant to the terms of a Voting Trust Agreement dated January 12,
1998 by and between MBI and HealthMed, Inc. (the "MBI Voting Trust
Agreement"), MBI transferred 151,900 Shares of Class A Common Stock into a
voting trust with HealthMed, Inc. HealthMed, Inc. is the trustee of such
voting trust and has the sole power to vote the 151,900 Shares of Class A
Common Stock transferred into such voting trust. The term of the MBI Voting
Trust Agreement is ten (10) years. Under the terms of the MBI Voting Trust
Agreement, MBI has retained the power
10
<PAGE>
to dispose of all of the Shares held in such trust; PROVIDED, HOWEVER, MBI
may not dispose of more than twenty percent (20%) of such Shares within any
thirty (30) day period. Dr. Katz may be deemed to be the beneficial owner of
the 151,900 shares of Class A Common Stock transferred into this voting trust.
Dr. Katz and HealthMed, Inc. have also entered into a Purchase
Rights Agreement (the "Purchase Rights Agreement") dated January 12, 1998
pursuant to which Dr. Katz has granted to HealthMed, Inc. the irrevocable
right to receive either (i) 31.5% of the shares received by Dr. Katz upon the
exercise of his stock options (the "Options") to purchase 1,918,400 shares of
Class A Common Stock and 375,000 shares of Class B Common Stock or (ii) 31.5%
of the net proceeds from the sale of the shares received upon exercise of the
Options. The Purchase Rights Agreement expires on June 21, 2007. The
Options are exercisable within 60 days. Accordingly, HealthMed, Inc. may be
deemed to beneficially own 722,421 shares of Class A Common Stock.
(c) Within the last sixty days, HealthMed, Inc. and Dr. Katz have
effected the transactions described in the Katz Stock Purchase Agreement, the
MBI Stock Purchase Agreement, the Katz Voting Trust Agreement, the MBI Voting
Trust Agreement, the Purchase Rights Agreement, the Katz Promissory Note and
the MBI Promissory Note (collectively, the "Operative Agreements"). A
detailed description of these transactions is set forth in Item 3, Item 5(a)
and Item 5(b) of this Schedule 13D (and the exhibits hereto) and is hereby
incorporated herein by this reference and includes the following:
(1) HealthMed, Inc. and Dr. Katz and MBI effected the
transactions;
(2) The date of the transaction was January 12, 1998.
(3) The transactions for HealthMed, Inc. involved an
aggregate of 2,200,424 shares of Class A Common
Stock. The transactions for Dr. Katz involved a
total of 1,027,003 shares of Class A Common Stock;
234,000 shares of Class B Common Stock; 1,918,400
options to purchase shares of Class A Common Stock;
and 375,000 options to purchase shares of Class B
Common Stock. The transactions for MBI involved a
total of 217,000 shares of Class A Common Stock.
(4) 378,300 shares of Class A Common Stock were
purchased from Dr. Katz by HealthMed, Inc. and
65,100 shares of Class A Common Stock were
purchased from MBI, in each case at $4.04 per
share.
(5) The transactions were privately negotiated and
were effected in San Diego, California pursuant to
the terms of the Operative Agreements.
(d) Pursuant to the terms of the Purchase Rights Agreement, Dr.
Katz has the right to exercise the Options, to sell the shares of stock
received upon such exercise and to either (i) to retain 68.5% of the net
proceeds from the sale of such shares or (ii) to retain 68.5% of the shares
received upon exercise of the Options.
11
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(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The discussion contained in each of Item 3, Item 4, Item 5(a) and Item
5(b) of this Schedule 13D is hereby incorporated herein by this reference.
On March 6, 1998, the Reporting Persons orally agreed to act
together with respect to the Shares as and to the extent set forth below.
Moreover, pursuant to the terms of a Joint Filing Agreement, the Reporting
Persons have agreed to the joint filing of this Statement on Schedule 13D
(including any and all amendments) with respect to the Shares. A copy of the
Joint Filing Agreement is attached hereto as Exhibit 9. Consequently, the
Reporting Persons may be regarded as a group and that group may be deemed to
have acquired beneficial ownership, for purposes of Sections 13(d) and 13(g)
of the Exchange Act, of all Shares owned by any of the Reporting Persons.
Except as set forth in Item 5(a) and Item 5(b) of this Schedule
13D, HealthMed, Inc. has no power to vote or direct the voting of, nor any
power to dispose of or direct the disposition of, the Shares owned by any
other Reporting Person. Consequently, HealthMed, Inc. disclaims any
beneficial interest in the Shares owned by any other Reporting Person.
Except as set forth in Item 5(a) and Item 5(b) of this Schedule
13D, Mr. Stein has no power to vote or direct the voting of, nor any power to
dispose of or direct the disposition of, the Shares owned by any other
Reporting Person. Consequently, Mr. Stein disclaims any beneficial interest
in the Shares owned by any other Reporting Person.
Dr. Katz has no power to vote or direct the voting of, nor any
power to dispose of or direct the disposition of, the Shares owned by any
other Reporting Person. Consequently, Dr. Katz disclaims any beneficial
interest in the Shares owned by any other Reporting Person.
Mr. Raubenheimer has no power to vote or direct the voting of, nor
any power to dispose of or direct the disposition of the Shares owned by any
other Reporting Person. Consequently, Mr. Raubenheimer disclaims any
beneficial interest in the Shares owned by any other Reporting Person.
Mr. Rutland has no power to vote or direct the voting of, nor any
power to dispose of or direct the disposition of, the Shares owned by any
other Reporting Person. Consequently, Mr. Rutland disclaims any beneficial
interest in the Shares owned by any other Reporting Person.
Except as set forth above, the Reporting Persons disclaim the
existence of any group, in which any of them may be deemed to be a member,
relative to the ownership of any securities of the Company. Moreover, except
as set forth in this Schedule 13D, none of the Reporting Persons has any
contracts, arrangements, understandings, or relationships (legal or
otherwise) with any other person with respect to any securities of the
Company, including without limitation, transfer or voting of any securities
of the Company; finder's fees; joint ventures; loan or option arrangements;
puts or calls; guarantees of profits; divisions of profits or losses; or the
giving or withholding of proxies.
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<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 9: Joint Filing Agreement among the Reporting Persons pursuant
to Rule 3d-1(f)(1)(iii).
13
<PAGE>
ANNEX I
The name and principal occupation and employment of each executive
officer and director of HealthMed, Inc., each person controlling HealthMed,
Inc. and each executive officer and director of each person controlling
HealthMed, Inc. is set forth below. The address of each such person is c/o
HealthMed, Inc., 8306 Wilshire Boulevard, Suite 7056, Beverly Hills,
California 90211. Each person listed below is a citizen of the United States
of America.
The executive officers and directors of HealthMed, Inc. are as follows:
Name Present Principal Occupation and Employer
- ----- -----------------------------------------
Mitchell J. Stein (1) President, Chief Executive Officer, Chief
Financial Officer, Secretary and Director
T. Daniel Neveau Vice President-Development and Director
The outstanding capital stock of HealthMed, Inc. is held by National
Trust Properties, Inc., an Arizona corporation ("National"). The executive
officers and directors of National are as follows:
Name Present Principal Occupation and Employer
- ----- -----------------------------------------
Mitchell J. Stein (1) President, Secretary and Director
Tracey Hampton Chief Financial Officer
Dennis Hawk (1) Director
The outstanding capital stock of National is owned by The Trammel Trust
(the "Trust") which was formed in the State of California on January 16,
1998. The sole trustee of the Trust is Emanuel Barling, Jr.
- ----------------------------
(1) Messrs. Stein and Hawk are also partners in the law firm of
Stein, Perlman & Hawk which is located at 9000 Sunset Boulevard, Suite 500, Los
Angeles, California 90069.
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<PAGE>
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: March 16, 1998
HEALTHMED, INC.
By: /s/ Mitchell J. Stein
---------------------------------
Name: Mitchell J. Stein
Title: President
15
<PAGE>
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: March 16, 1998
/s/ Mitchell J. Stein
----------------------------------------
Mitchell J. Stein
16
<PAGE>
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: March 13, 1998
/s/ David H. Katz
----------------------------------------
David H. Katz, M.D.
17
<PAGE>
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: March 13, 1998
/s/ Wallace O. Raubenheimer
----------------------------------------
Wallace O. Raubenheimer
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<PAGE>
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: March 13, 1998
/s/ George P. Rutland
----------------------------------------
George P. Rutland
19
<PAGE>
EXHIBIT 9
JOINT FILING AGREEMENT
Agreement among HealthMed, Inc., Mitchell J. Stein, David H. Katz,
M.D., Wallace O. Raubenheimer and George P. Rutland, whereby in accordance
with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended,
each of the persons named below agrees to the joint filing on behalf of each
of them of a Statement on Schedule 13D with respect to the equity securities
of Lidak Pharmaceuticals and further agrees that this Joint Filing Agreement
be included as an exhibit to such joint filings provided that, as
contemplated by section 13D-1(f)(2)(ii), no person shall be responsible for
the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that
such information is inaccurate.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement in counterpart as of this 13th day of March, 1998.
HEALTHMED, INC.
By: /s/ Mitchell J. Stein
-----------------------------------------
Name: Mitchell J. Stein
Title: President
/s/ Mitchell J. Stein
-----------------------------------------
Mitchell J. Stein
/s/ David H. Katz
-----------------------------------------
David H. Katz, M.D.
/s/ Wallace O. Raubenheimer
-----------------------------------------
Wallace O. Raubenheimer
/s/ George P. Rutland
-----------------------------------------
George P. Rutland
20
