<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
VIMRX PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 06-1192468
(State or Other Jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
</TABLE>
2751 CENTERVILLE ROAD, SUITE 210
WILMINGTON, DELAWARE 19808
(302) 998-1734
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
RICHARD L. DUNNING
PRESIDENT AND CHIEF EXECUTIVE OFFICER
2751 CENTERVILLE ROAD, SUITE 210
WILMINGTON, DELAWARE 19808
(302) 998-1734
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
LOWELL S. LIFSCHULTZ, ESQ.
EPSTEIN BECKER & GREEN, P.C.
250 PARK AVENUE
NEW YORK, NEW YORK 10177
(212) 351-4500
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
---------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value 70,000 $1.53 $107,100 $29.77
=============================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act, based on the last trading price on May
6, 1999.
<PAGE>
Prospectus
VIMRX PHARMACEUTICALS INC.
2751 CENTERVILLE ROAD, SUITE 210
WILMINGTON, DELAWARE 19808
(302) 998-1734
70,000 Shares of Common Stock
_______________
The 70,000 VIMRX shares offered hereby may be sold by the Selling
Securityholders named in this Prospectus in the public market or in privately
negotiated transactions from time to time. See "Plan of Distribution" on page 5
of this prospectus.
_______________
VIMRX common stock is traded on the Nasdaq National Market under the
symbol "VMRX." On May 6, 1999, the closing sale price of VIMRX common stock on
the Nasdaq National Market was $ 1.53 per share.
_______________
This investment involves a high degree of risk. You should purchase shares only
if you can afford a complete loss. See "Risk Factors" beginning on page 3.
_______________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
_______________
May __, 1999
<PAGE>
VIMRX PHARMACEUTICALS INC.
____________________________________________
Table Of Contents
<TABLE>
<CAPTION>
<S> <C>
The Company........................................................ 3
RISK FACTORS....................................................... 3
USE OF PROCEEDS.................................................... 4
SELLING SECURITYHOLDERS............................................ 4
PLAN OF DISTRIBUTION............................................... 5
AVAILABLE INFORMATION.............................................. 8
DESCRIPTION OF COMMON STOCK........................................ 8
INFORMATION INCORPORATED BY REFERENCE.............................. 8
LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY; INDEMNIFICATION.. 9
LEGAL MATTERS...................................................... 10
EXPERTS............................................................ 10
</TABLE>
2
<PAGE>
THE COMPANY
VIMRX is a biotechnology company that focuses on innovative
technologies to improve human health. VIMRX's majority-owned (approximately 80%)
principal subsidiary, Nexell Therapeutics Inc., is developing products utilizing
cell separation technology in cell therapy for cancer and other life-threatening
diseases. Nexell currently sells such products outside the United States, and is
seeking FDA approval to market its products in the United States. VIMRX also has
two compounds in development: VIMRxyn(R), chemically synthesized hypericin,
which is in clinical trials for brain cancer and as an ointment for skin
diseases, and VM301, a wound healing agent.
RISK FACTORS
An investment in shares of VIMRX common stock involves a high degree of
risk. prospective investors should consider, among other items, the following
factors:
History of Losses. Since commencing its operations in January 1987,
through December 31, 1998, VIMRX incurred a cumulative loss of $ 133,533,000 in
funding its research and development programs and conducting its operations, and
had no significant operating revenues until 1998. These revenues were
principally derived from European sales of Isolex(R) devices and related
disposables by Baxter Healthcare Corporation, the distributor for Nexell,
VIMRX's approximately 80%-owned subsidiary. We expect to continue to incur net
losses for the foreseeable future and can give no assurances that we will
successfully complete the transition from a development stage company to a
profitable operating business.
Termination of Programs. VIMRX has decided to concentrate its resources
on what it believes to be its most promising program, Nexell's Isolex(R)
technology. This has resulted in the termination of VIMRX's collaboration with
Columbia University, the closing of the operations of Innovir Laboratories, Inc.
and may result in curtailment or termination of one of its two other programs
unless it is able to reduce the related costs.
Government Regulation - FDA. The manufacture and marketing of medical
devices and therapeutic products is subject to extensive regulation by the FDA
as well as by state and foreign authorities. Applications for approval of the
two Isolex (R) devices are currently pending with the FDA. The FDA recently
advised Nexell that these applications are approvable subject to the submission
of additional information needed primarily to finalize labeling and the
inspection by the FDA of manufacturing facilities for the Isolex(R) devices and
associated reagents. Notwithstanding this development, we can give no assurance
as to when FDA approval of the Isolex(R) will be granted, if ever.
Competition. VIMRX and Nexell face competition from biotechnology
companies, pharmaceutical companies, medical device manufacturers, academic
institutions, government agencies and public and private research organizations,
many of which have extensive resources and experience in research and
development, clinical testing, manufacturing, regulatory affairs, distribution
and marketing and some of which have significant research and development
3
<PAGE>
activities in areas upon which the programs of VIMRX and its subsidiaries are
focused. We can give no assurances that competing companies will not develop
more effective and/or less costly treatments or procedures for the applications
being explored by VIMRX and Nexell.
Risks Associated with Forward-Looking Statements Included in this
Prospectus. This prospectus contains certain forward-looking statements
regarding the plans and objectives of management for future operations,
including those relating to the development of the Isolex(R) products. VIMRX's
plans and objectives are based, among other things, on assumptions regarding
timely FDA approval of the Isolex(R) products, development of new applications
for the Isolex(R) products, future economic, competitive and market conditions,
and future business decisions. Although we believe the assumptions underlying
our forward-looking statements are reasonable, any of the assumptions could
prove inaccurate.
USE OF PROCEEDS
VIMRX will not receive any proceeds from the sale of its shares by the
Selling Securityholders.
SELLING SECURITYHOLDERS
The following table sets forth the names of the Selling Securityholders,
the number of shares of Common Stock beneficially owned by each Selling
Securityholder as of May 5, 1999, and the number of Shares that each may offer,
and the number of shares of Common Stock beneficially owned by each Selling
Securityholder upon completion of the Offering, assuming all of the Shares are
sold. The number of Shares sold by each Selling Securityholder may depend upon a
number of factors, including, among other things, the market price of the Common
Stock. None of the Selling Securityholders has, or within the past three years
has had, any position, office or other material relationship with us or, to our
knowledge, any of our predecessors or affiliates.
<TABLE>
<CAPTION>
SHARES OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED OFFERED IN THE BENEFICIALLY OWNED
NAME OF SELLING BEFORE OFFERING (1) OFFERING (1) AFTER OFFERING
---------------------- --------------- ------------------
SECURITYHOLDER NUMBER PERCENT (2) NUMBER NUMBER PERCENT
- ---------------------------------------------- --------- ----------- --------------- -------- --------
<S> <C> <C> <C> <C> <C>
Mr. & Mr. William Lee Autry (3) 32,500 * 32,500 0 --
Wolfson Equities (4)(5) 8,750 * 8,750 0 --
EDN Equities (4) 8,750 * 8,750 0 --
W. Joint Venture (4) 20,000 * 20,000 0 --
</TABLE>
* Less than one percent (1%)
(1) Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares indicated. For purposes of computing the
percentage of outstanding shares held by each Selling Securityholder on May
5, 1999, any security which such person has the right to acquire within 60
days after such date is deemed to be outstanding for the purpose of
computing the percentage ownership for such person, but is not deemed to be
outstanding for the purpose of computing the percentage ownership of any
person.
(2) Based on 69,566,089 shares of common stock outstanding on March 29, 1999.
4
<PAGE>
(3) The address of the Selling Securityholder is 1306 Cornell, Ruston, LA
71270.
(4) The address of the principal business office of the Selling Securityholder
is One State Street Plaza, New York, NY 10004.
(5) Aaron Wolfson, a principal of the Selling Securityholder, personally owns
warrants to purchase 50,000 shares of VIMRX Common Stock. The Selling
Securityholder disclaims beneficial ownership of such securities.
We are registering the Shares for resale by the Selling Securityholders in
accordance with registration rights granted to the Selling Securityholders. We
will pay the registration and filing fees, printing expenses, listing fees, blue
sky fees, if any, and fees and disbursements of our counsel in connection with
this offering, but the Selling Securityholders will pay any underwriting
discounts, selling commissions and similar expenses relating to the sale of the
Shares, as well as the fees and expenses of their counsel. In addition, we have
agreed to indemnify the Selling Securityholders and certain affiliated parties,
against certain liabilities, including liabilities under the Securities Act, in
connection with the offering. The Selling Securityholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the Shares against certain liabilities, including liabilities
under the Securities Act. Insofar as indemnification for liabilities under the
Securities Act may be permitted to our directors or officers, or persons
controlling the company, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
PLAN OF DISTRIBUTION
The Selling Securityholders (or, subject to applicable law, their pledgees,
donees, distributed, transferees or other successors in interest) may sell the
Shares from time to time in public transactions, on or off The Nasdaq National
Market, or private transactions, at prevailing market prices or at privately
negotiated prices, including but not limited to the following types of
transactions:
. ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
. a block trade in which the broker-dealer so engaged will
attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
. purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this
Prospectus; and
. face-to-face transactions between sellers and purchasers
without a broker-dealer.
The Selling Securityholders also may sell Shares that qualify
under Section 4(l) of the Securities Act or Rule 144.
5
<PAGE>
In effecting sales, brokers or dealers engaged by the Selling Securityholders
may arrange for other brokers or dealers to participate in the resales. The
Selling Securityholders may enter into hedging transactions with broker-dealers,
and in connection with those transactions, broker-dealers may engage in short
sales of the Shares. The Selling Securityholders also may sell Shares short and
deliver the Shares to close out such short position. The Selling Securityholders
also may enter into option or other transactions with broker-dealers which
require the delivery to the broker-dealer of the Shares, which the broker-dealer
may resell pursuant to this Prospectus. The Selling Securityholders also may
pledge the Shares to a broker or dealer and upon a default, the broker or dealer
may effect sales of the pledged Shares pursuant to this Prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Securityholders in amounts to
be negotiated in connection with the sale. The Selling Securityholders and any
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting
compensation.
Information as to whether underwriters who may be selected by the Selling
Securityholders, or any other broker-dealer, is acting as principal or agent for
the Selling Securityholders, the compensation to be received by underwriters who
may be selected by the Selling Securityholders, or any broker-dealer, acting as
principal or agent for the Selling Securityholders and the compensation to be
received by other broker-dealers, in the event the compensation of such other
broker-dealers is in excess of usual and customary commissions, will, to the
extent required, be set forth in a supplement to this Prospectus (the
"Prospectus Supplement"). Any dealer or broker participating in any distribution
of the Shares may be required to deliver a copy of this Prospectus, including
the Prospectus Supplement, if any, to any person who purchases any of the Shares
from or through such dealer or broker.
We have advised the Selling Securityholders that during such time as they may
be engaged in a distribution of the Shares they are required to comply with
Regulation M promulgated under the Exchange Act. With certain exceptions,
Regulation M precludes any Selling Securityholder, any affiliated purchasers and
any broker-dealer or other person who participates in such distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. All of the foregoing may affect the marketability
of the Common Stock.
6
<PAGE>
AVAILABLE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). You may read and copy any document
we file at the Public Reference Room of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Regional Offices of the
Commission at Seven World Trade Center, Suite 1300, New York, New York 10048 and
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please
call 1-800-SEC-0330 for further information concerning the Public Reference
Room. Our filings also are available to the public from the Commission's website
at www.sec.gov. We distribute annual reports containing audited financial
statements to our stockholders.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 120,000,000 shares of Common Stock, par
value $.001 per share.
The holders of Common Stock are entitled to share ratably on a share-for-
share basis with respect to any dividends when, as and if declared by the Board
of Directors out of funds legally available therefor. Each holder of Common
Stock is entitled to one vote for each share held of record. Upon liquidation,
dissolution or winding-up of the Company, the holders of Common Stock are
entitled to share ratably in the net assets legally available for distribution,
after payment of an amount equal to $1,000 per outstanding share of Series A
Cumulative Convertible preferred stock. As of May 5, 1999, there were 70,282
shares of Series A Cumulative Convertible Preferred Stock outstanding. At the
1999 Annual meeting of Stockholders, the Company is seeking stockholder approval
of a proposal to increase to 160,000,000 the number of shares of common stock it
is authorized to issue. Holders of Common Stock have no preemptive rights. All
outstanding shares are legally issued, fully paid and non-assessable. The Board
of Directors is authorized to issue additional shares of Common Stock within the
limits authorized by the Company's certificate of incorporation and without
stockholder action.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus, and documents we file later with the
Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").
. VIMRX's Annual Report on Form 10-K for the fiscal year ended December 31,
1998, and
7
<PAGE>
. VIMRX's Current Report on Form 8-K filed on January 8, 1999.
. VIMRX's Current Report on Form 8-K filed on February 4, 1999.
. VIMRX's Proxy Statement for its Annual Meeting of Stockholders to be held May
25, 1999.
You may request a copy of these filings, at no cost, by writing or calling us
at:
VIMRX PHARMACEUTICALS INC.
2751 CENTERVILLE ROAD, SUITE 210
WILMINGTON, DELAWARE 19808
ATTN: VICE PRESIDENT - CORPORATE COMMUNICATIONS
(302) 998-1734
This prospectus is part of a registration statement we filed with the
Commission. You should rely only on the information or representations provided
in this prospectus. We have authorized no one to provide you with different
information. No offer of the common stock will be made in any state where the
offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover of this
prospectus.
LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY; INDEMNIFICATION
VIMRX has included in its Certificate of Incorporation and By-laws provisions
to (i) eliminate the personal liability of its directors and officers for
monetary damages resulting from breaches of their fiduciary duty (provided that
such provisions do not eliminate liability for breaches of the duty of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, violations under Section 174 of the Delaware General
Corporation Law (which governs the payment of cash dividends at a time when
VIMRX cannot afford to pay dividends), or for any transaction from which the
director and/or officer derived an improper personal benefit), and (ii)
indemnify its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law, including circumstances in which
indemnification is otherwise discretionary.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, VIMRX has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
8
<PAGE>
LEGAL MATTERS
Epstein Becker & Green, P.C., New York, NY will pass upon the validity of the
Securities offered hereby for VIMRX. Partners of Epstein Becker & Green, P.C.
own approximately 500,000 shares of VIMRX's common stock.
EXPERTS
The consolidated financial statements of VIMRX as of December 31, 1998 and
1997, and for the two years ended December 31, 1998, set forth in the Annual
Report on Form 10-K incorporated by reference into this prospectus and
Registration Statement have been audited by KPMG LLP, independent auditors, as
set forth in their report thereon dated March 26, 1999, and are included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of VIMRX for the year ended December
31, 1996, set forth in the Annual Report on Form 10-K incorporated by reference
into this prospectus and Registration Statement have been audited by Richard A.
Eisner & Company, LLP, independent auditors, as set forth in their report
thereon dated March 14, 1997, and are incorporated in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by VIMRX in connection with this offering are
as follows:
Registration Fees: $ 100
Legal Fees: 7,500
Accounting Fees : 5,000
Transfer Agent Fees: 1,000
Printing Expenses: 500
Miscellaneous: 2,500
-------
Total: $15,100
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 102 of the Delaware General Corporation Law (the "DGCL"),
the Registrant's Certificate of Incorporation contains the following provision
regarding limitation of liability of directors and officers:
A director of this corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for the
breach of any fiduciary duty as a director, except in the case of
(a) any breach of the director's duty of loyalty to the corporation
or its stockholders, (b) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (c)
under section 174 of the General Corporation Law of the State of
Delaware or (d) for any transaction from which the director derives
an improper personal benefit. Any repeal or modification of this
Article by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to
acts or omissions occurring prior to such repeal or modification.
The Registrant is empowered by Section 145 of the DGCL, subject to the
procedures and limitation stated therein, to indemnify any person against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of his being or having been a director, officer,
employer or agent of the Registrant. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise. The Registrant's
Certificate of Incorporation and the Registrant's By-laws both provide for
indemnification of its officers and directors to the full extent permitted by
the DGCL.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibit
Number Description
------ -----------
5. Opinion of Epstein Becker & Green, P.C. re: legality of shares
16 Letter of Richard A. Eisner & Co., LLP (1)
23(a). Consent of KPMG LLP
23(b). Consent of Richard A. Eisner & Company, LLP.
23(c). Consent of Epstein Becker & Green, P.C. (included in Exhibit 5).
24. Power(s) of attorney (included in signature page to this
registration Statement)
(1) Filed as the same numbered Exhibit to the registrant's Current Report on
Form 8-K (Commission File No. 0-19153) filed May 21, 1997 and incorporated
herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statements.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of Richard L. Dunning, Donald G.
Drapkin, Francis M. O'Connell, Laurence D. Fink, Linda G. Robinson, Lindsay A.
Rosenwald, Eric A. Rose, Michael Weiner and Victor W. Schmitt constitutes and
appoints Richard L. Dunning and Francis M. O'Connell, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act, without the other, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full to all
intents and purposes as he might or could be in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Delaware on May 6, 1999.
VIMRX PHARMACEUTICALS INC.
By: /s/ Richard L. Dunning
----------------------
Richard L. Dunning
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 6, 1999.
Signature Title Date
- --------- ----- -----
/s/ Richard L. Dunning President and Chief Executive May 6, 1999
- ------------------------- Officer
Richard L. Dunning (Principal Executive Officer)
/s/ Donald G. Drapkin Chairman of the Board and May 6, 1999
- ------------------------- Director
Donald G. Drapkin
/s/ Francis M. O'Connell Vice President, Finance and May 6, 1999
- ------------------------- Controller (Principal Financial
Francis M. O'Connell and Accounting Officer)
II-4
<PAGE>
/s/ Laurence D. Fink Director May 6, 1999
- -------------------------
Laurence D. Fink
_________________________ Director
Linda G. Robinson
/s/ Lindsay A. Rosenwald, M.D. Director May 6, 1999
- ------------------------------
Lindsay A. Rosenwald, M.D.
/s/ Eric A. Rose, M.D. Director May 6, 1999
- -------------------------
Eric A. Rose, M.D.
_________________________ Director
Victor W. Schmitt
/s/ Michael Weiner, M.D. Director May 6, 1999
- -------------------------
Michael Weiner, M.D.
II-5
<PAGE>
EXHIBIT 5
[EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]
May 6, 1999
VIMRX Pharmaceuticals Inc.
2751 Centerville Road
Suite 210
Wilmington, Delaware 19808
Re: Registration Statement on Form S-3
-----------------------------------
Ladies and Gentlemen:
We have acted as counsel to VIMRx Pharmaceuticals Inc. (the "Company")
in connection with its filing of a Registration Statement on Form S-3 (the
"Registration Statement") covering 70,000 shares (the "Shares") of the Company's
authorized and unissued shares of Common Stock, $.001 par value.
As such counsel, we have examined originals, or copies certified to
our satisfaction, of the corporate records of the Company, agreements and other
instruments, certificates of public officials, certificates of officers of the
Company and such other documents as we deemed necessary as a basis for the
opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to original documents of documents submitted to us as certified or
photostatic copies.
On the basis of the foregoing, we are of the opinion that the Shares
have been duly authorized and, when issued, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the aforesaid Registration Statement.
Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
By: /s/ Lowell S. Lifschultz
------------------------
Lowell S. Lifschultz
II-6
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
VIMRX Pharmaceuticals Inc.
We consent to the use of our report dated March 26, 1999, incorporated herein by
reference to the VIMRx Pharmaceuticals Inc. Form 10-K, and to the reference to
our firm under the heading "Experts" in the prospectus.
KPMG LLP
Wilmington, Delaware
May 6, 1999
II-7
<PAGE>
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of our report dated March 14, 1997 on our audit of the consolidated
financial statements of VIMRx Pharmaceuticals Inc. and subsidiaries (the
"Company") for the year ended December 31, 1996 included in the Company's 1998
Annual Report on Form 10-K. We also consent to the reference to our firm under
the caption "Experts" in the Prospectus.
RICHARD A. EISNER & COMPANY, LLP
New York, New York
May 6, 1999
II-8
