<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)/1/
DNX CORP.
---------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
233239102
---------
(CUSIP Number)
Hope Flack
BVF Inc.
c/o Grosvenor Capital Management, L.P.
333 West Wacker Drive, Suite 1600
Chicago, Illinois 60606
(312) 263-7777
--------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 1996
----------------
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
- ---------------
/1/ 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 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>
- ----------------------- ---------------------
CUSIP NO. 233239102 13D PAGE 2 OF 7 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BIOTECHNOLOGY VALUE FUND, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
5 REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
291,155
OWNED BY
-----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
9
PERSON -0-
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
291,155
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
291,155
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
3.38%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 233239102 13D PAGE 3 OF 7 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BVF PARTNERS L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
5 REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
625,645
OWNED BY
-----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
9
PERSON -0-
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
625,645
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
625,645
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
7.27%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 233239102 13D PAGE 4 OF 7 PAGES
- ----------------------- ---------------------
The Schedule 13D filed with the Securities and Exchange Commission on
behalf of Biotechnology Value Fund, L.P., a Delaware limited partnership
("BVF, L.P."), BVF Partners L.P., a Delaware limited partnership
("Partners"), BVF Inc., a Delaware corporation ("BVF Inc."), and Mark N.
Lampert, an individual ("Lampert") on January 25, 1996 (the "Schedule
13D"), is hereby amended as follows:
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the
Common Stock (the "Stock") of DNX Corp. ("DNX"). The principle executive
office of DNX is located at 575 Route 28, Raritan, New Jersey 08869.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Statement, the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their respective
places of organization, general partners, directors, executive officers and
controlling persons, and certain information regarding each of them, are as
follows:
(a) BVF, L.P., Partners, BVF Inc., and Lampert.
(b) The business address of BVF, L.P., and Partners (the "Reporting
Persons") is 333 West Wacker Drive, Suite 1600, Chicago, Illinois 60606.
The business address of BVF Inc., and Lampert is One Sansome Street, 39th
Floor, San Francisco, California 94104.
(c) Partners is the general partner of BVF, L.P., which is an
investment limited partnership. BVF Inc. is an investment adviser to and
general partner of Partners. Lampert is the sole shareholder, sole
director and an officer of BVF Inc.
(d) During the last five years, none of such persons has been
convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) During the last five years, none of such persons was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
(f) Lampert is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since September 10, 1996, Partners, in its capacity as general partner
of BVF, L.P., has purchased, on behalf of BVF, L.P., an aggregate number of
13,000 shares of Stock for
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 233239102 13D PAGE 5 OF 7 PAGES
- ----------------------- ---------------------
an aggregate consideration of $61,750, and has sold 70,000 shares of Stock
for consideration of $393,750. Such funds were provided by BVF, L.P., from
its working capital pursuant to the terms of its limited partnership
agreement with Partners. In addition, Partners, in its capacity as
investment manager with respect to certain managed accounts, has purchased
on behalf of such managed accounts an aggregate number of 135,000 shares of
Stock for an aggregate consideration of $712,000. Such funds were among
the funds under management by Partners pursuant to investment management
agreements between Partners and such managed accounts.
ITEM 4. PURPOSE OF TRANSACTION.
The sole purpose of the acquisitions and transfers of the Stock
reported herein was and is for investment. The Reporting Persons did not
at the time of the purchases and transfers of the Stock, and do not
presently, have any plan to acquire control of DNX. The Reporting Persons
may acquire additional shares of the Stock from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BVF, L.P., beneficially owns 291,155 shares of the Stock and
Partners beneficially owns 625,645 shares of the Stock, approximately 3.38%
and 7.27%, respectively, of the aggregate number of shares outstanding as
of November 8, 1996.
(b) BVF, L.P., shares voting and dispositive power over the 291,155
shares of the Stock it beneficially owns with Partners. Partners shares
voting and dispositive power over the 625,645 shares of the Stock it
beneficially owns with, in addition to BVF, L.P., the managed accounts on
whose behalf Partners, as investment manager, purchased such shares. The
managed accounts on whose behalf Partners has purchased shares of the Stock
are: Investment 10 L.L.C., an Illinois limited liability company
("ILL10"), Palamundo L.D.C., a limited duration company organized under the
laws of the Cayman Islands ("PAL"), ZPG Securities L.L.C., a New York
limited liability company ("ZPG"), and Biotechnology Value Fund, Ltd., a
limited duration company organized under the laws of the Cayman Islands
("BVF LTD") (collectively the "Accounts"). The Accounts specialize in
holding biotechnology stocks for investment purposes and the business
address of each is c/o Grosvenor Capital Management, L.P., 333 West Wacker
Drive, Suite 1600, Chicago, Illinois 60606.
(c) Exhibit B attached hereto contains information as to all
transactions in the Stock by the Reporting Persons during the past 60 days.
All such transactions were made for cash in open market, over-the-counter
transactions, except that on October 9, 1996, Partners rebalanced the
investment portfolios of its managed accounts, transferring 110,000 shares
of Stock held by BVF, L.P., ILL10, PAL and ZPG to BVF LTD; this transfer
had no net effect on Partners' voting and dispositive power over the Stock.
It should be noted that, on August 30, 1996, the managed investment account
Biotech Target SA, a company organized under the laws of Panama, liquidated
and contributed all of its cash and securities
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 233239102 13D PAGE 6 OF 7 PAGES
- ----------------------- ---------------------
to BVF LTD. No other transactions in the Stock have been effected by the
Reporting Persons since September 10, 1996.
(d) The Accounts are entitled to receive dividends and any sale
proceeds with respect to the Stock in proportion to their respective
ownership interests therein.
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Partners is the general partner of BVF, L.P., pursuant to a limited
partnership agreement which authorizes Partners, among other things, to
invest the funds of BVF, L.P., in the Stock and to vote and dispose of the
Stock. Pursuant to such limited partnership agreement, Partners is
entitled to allocations based on assets under management and realized and
unrealized gains thereon. Pursuant to investment management agreements
with the Accounts, Partners has the authority, among other things, to
invest funds of the Accounts in the Stock and to vote and dispose of the
Stock. Pursuant to such agreements, Partners receives fees based on assets
under management and realized and unrealized gains thereon.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement Regarding Joint Filing
Exhibit B - Transactions in the Stock by the Reporting Persons during
the last 60 days.
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 233239102 13D PAGE 7 OF 7 PAGES
- ----------------------- ---------------------
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.
Dated: November 12, 1996
BIOTECHNOLOGY VALUE FUND, L.P.
By: BVF Partners L.P., its general partner
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
---------------------------------
Mark N. Lampert
President
BVF PARTNERS L.P.
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
-------------------------------------
Mark N. Lampert
President
<PAGE>
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
--------------------------------
The undersigned, Biotechnology Value Fund, L.P., a Delaware limited
partnership, and BVF Partners L.P., a Delaware limited partnership, hereby
agree and acknowledge that the amended Statement containing the information
required by Schedule 13D, to which this Agreement is attached as an
exhibit, is filed on behalf of each of them. The undersigned further agree
that any further amendments or supplements thereto shall also be filed on
behalf of each of them.
Dated: November 12, 1996
BIOTECHNOLOGY VALUE FUND, L.P.
By: BVF Partners L.P., its general partner
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
-------------------------------------
Mark N. Lampert
President
BVF PARTNERS L.P.
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
-----------------------------------------
Mark N. Lampert
President
<PAGE>
EXHIBIT B
TRANSACTIONS IN THE STOCK
-------------------------
BY THE REPORTING PERSONS DURING THE LAST 60 DAYS
------------------------------------------------
<TABLE>
<CAPTION>
For the
Trade Date By Account Of Quantity Price Transaction Type Broker Used
- ---------- ----------- ---------- -------- ------- ---------------- -----------
<C> <S> <C> <C> <C> <C> <C>
10/09/96 Partners PAL 20,000 $5.6250 Sale MRST*
10/09/96 Partners ZPG 10,000 $5.6250 Sale MRST*
10/09/96 Partners BVF, L.P. 70,000 $5.6250 Sale MRST*
10/09/96 Partners ILL10 10,000 $5.6250 Sale MRST*
10/09/96 Partners BVF LTD 110,000 $5.6250 Purchase MRST*
10/24/96 Partners BVF LTD 35,000 $5.3750 Purchase MRST*
10/24/96 Partners BVF L.P. 5,000 $5.3750 Purchase MRST*
10/24/96 Partners ILL10 5,000 $5.3750 Purchase MRST*
10/31/96 Partners BVF L.P. 2,000 $5.0625 Purchase MRST*
11/08/96 Partners BVF L.P. 6,000 $4.1250 Purchase MRST*
11/08/96 Partners ILL10 2,000 $4.1250 Purchase MRST*
11/08/96 Partners BVF LTD 23,000 $4.1250 Purchase MRST*
- -------------------
</TABLE>
* Mr. Stock, Inc.
