SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 29,
1996
VIMRx Pharmaceuticals Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other juris-
diction of incorp-
oration)<PAGE>
0-19153
(Commission
File Number)<PAGE>
06-1192468
(IRS Employer
Identification No.)<PAGE>
1200 High Ridge Road, Stamford, Connecticut 06905
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203)
329-0811
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of
Assets.
On May 23, 1996, VIMRx Pharmaceuticals Inc. (the
"Registrant"), through its subsidiary, VPI Holdings, Ltd.,
acquired all of the issued and outstanding capital stock of
Ribonetics GmbH ("Ribonetics") (contingent, however, upon
delivery of a final form of affidavit delivered on May 29, 1996)
from Dr. Herbert Stadler, its sole stockholder, for $1,500,000
in cash and warrants to purchase between 365,000 and 500,000
shares of the Registrant's Common Stock (the exact number to
be determined based on the market value of the Common Stock
on The Nasdaq Stock Market during the three-month period
following the acquisition) at an exercise price of $.01 per share,
with a cashless exercise provision. Dr. Stadler also received a
ten percent equity interest in VPI Holdings, Ltd. For the period
commencing September 30, 1997 and ending June 1, 2000,
subject to certain restrictions (including without limitation
volume limitations on permissible sales), Dr. Stadler is entitled
to require the Registrant to file a registration statement for the
public sale of Dr. Stadler's shares of Common Stock that are not
otherwise available for public sale pursuant to Rule 144 under
the Securities Act of 1933, as amended. Dr. Stadler is also
entitled to certain "piggyback" registration rights with respect to
his shares. The Registrant previously acquired rights to
commercialize and exploit synthetic oligonucleotide compounds
for pharmaceutical and diagnostic products under a worldwide
exclusive license from Ribonetics. Prior to the acquisition, the
Registrant funded research and development by Ribonetics
pursuant to a research and development agreement which was
terminated in January 1996. Dr. Stadler will remain as an
advisor to the Registrant.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
It is impracticable to provide the required financial
statements for the acquired business at the date of filing of this
Form 8-K. Such financial statements will be filed as soon as
practicable, but no later than 60 days following the date this
Form 8-K is required to be filed.
(c) Exhibits.
2.1 Stock Purchase Agreement dated May 22,
1996 among VPI Holdings, Ltd., the
Registrant and Dr. Herbert Stadler.
4.3 Warrant Purchase Agreement dated as of
May 22, 1996 between the Registrant and
Dr. Herbert Stadler.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
VIMRx
PHARMACEUTICALS INC.
(Registrant)
By: /s/ Richard L.
Dunning
Richard L.
Dunning
President and
Chief Executive Officer
Dated: June 12, 1996<PAGE>
EXHIBIT INDEX
2.1 Stock Purchase Agreement dated May 22, 1996 among
VPI Holdings, Ltd., the Registrant and Dr. Herbert
Stadler.
4.3 Warrant Purchase Agreement dated as of May 22, 1996
between the Registrant and Dr. Herbert Stadler.
WARRANT PURCHASE AGREEMENT
WARRANT PURCHASE AGREEMENT (this "Agreement") dated as of
May 22, 1996 between VIMRx Pharmaceuticals
Inc., a Delaware corporation (the
"Company"), and Dr. Herbert Stadler, an
individual ("Warrantholder").
WHEREAS, pursuant to that certain Stock Purchase Agreement
dated the date hereof by and among the
Company, VPI Holdings, Ltd., a Bermuda
company and a wholly-owned subsidiary of the
Company ("VPI"), and Warrantholder (the
"Stock Purchase Agreement"), the Company has
agreed to issue the warrants described
herein to Warrantholder in partial
consideration of Warrantholder's
transferring to VPI all the issued and
outstanding shares of Ribonetics
Gesellschaft fur Molekulare Therapie GmbH
(such shares, the "Ribonetics Stock").
In consideration of the foregoing and for the purpose of
defining the terms and provisions of the
Warrants and the respective rights and
obligations thereunder, the Company and the
Warrantholder hereby agree as follows:
Section 1. Grant of Warrant.
For, and in consideration of $1.00 and the transfer of the
Ribonetics Stock, the Company hereby issues
and sells to the Warrantholder and the
Warrantholder hereby purchases from the
Company, four stock purchase warrants (each
a "Warrant", collectively the "Warrants")
each to purchase up to the number of fully
paid and nonassessable shares (the "Shares")
of common stock, $.001 par value per share
(the "Common Stock"), of the Company at a
price per Share of $.01 per share (the
"Exercise Price"), set forth below:
Stadler
Warrant
Number Shares Purchasable
1 121,667.
2 243,333.
3 a number equal to the
difference between (x) (i)
$500,000 divided by (ii) the
average daily fair market
value (as determined pursuant
to Section 4 hereof) of the
Company's Common Stock for
each trading day during the
period beginning on the first
day following the Closing
Date, as hereinafter defined,
and ending on the ninetieth
day following the Closing
Date, minus (y) 121,667, but
in no event less than zero or
greater than 45,000.
4 a number equal to the
difference between (x) (i)
$1,000,000 divided by (ii)
the average daily fair market
value (as determined pursuant
to Section 4 hereof) of the
Company's Common Stock for
each trading day during the
period beginning on the first
day following the Closing
Date and ending on the
ninetieth day following the
Closing Date, minus (y)
243,333, but in no event less
