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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
MicroCarb Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
000594 9421
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(CUSIP Number)
Gregory C. Zakarian, Vice President, CFO, MicroCarb Inc., 300 Professional
Drive, Gaithersburg, Maryland 20879, Telephone (301) 590-0731
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 17, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 000594 9421 PAGE OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SmithKline Beecham Biologicals Manufacturing s.a.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
Belgium
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7 SOLE VOTING POWER
NUMBER OF
SHARES 4,793,685
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
4,793,685
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,793,685
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SmithKline Beecham Biologicals Manufacturing s.a.
This Amendment No. 1 relates to the Schedule 13D filed by the undersigned,
SmithKline Beecham Biologicals Manufacturing s.a. (SBBM), on May 17, 1996 to
report the beneficial ownership of Common Stock, $0.01 par value per share of
MicroCarb Inc. Unless otherwise specified, all capitalized terms used herein
have the meanings assigned in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to substitute the following for the information
previously reported:
On May 7, 1996, SB, through its affiliates, SBBM and SmithKline Beecham
Corporation (SB CORP), entered into a series of agreements with MicroCarb Inc.
(MICRO) to form MicroCarb Human Vaccines Inc., a Delaware corporation (MHVI),
grant certain licenses to MHVI and SB CORP to develop and commercialize certain
bacterial human vaccines, sell certain shares of the common stock of MHVI to
SBBM, grant SBBM an option to acquire certain additional shares of MHVI, grant
SBBM an option to exchange certain shares of common stock of MHVI owned by it
for certain shares of common stock of MICRO and provide a warrant to SBBM to
purchase certain shares of common stock of MICRO, all as summarized below.
On May 7, 1996, MICRO granted a license to MHVI with respect to certain
intellectual property and technology owned by MICRO and applicable to human
vaccines. MICRO received 737.5 shares of the common stock of MHVI
(representing 73.75% of the outstanding capital stock of MHVI) in exchange for
such license.
On May 7, 1996, SBBM acquired 262.5 shares of the common stock of MHVI
(representing 26% of the outstanding capital stock of MHVI) pursuant to a
stock purchase agreement (the "Stock Purchase Agreement") among SBBM, MHVI
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and MICRO. The Stock Purchase Agreement provides, among other things, that
SBBM may acquire from MICRO (i) 87.5 shares of the common stock of MHVI
(representing 8.75% of the outstanding capital stock of MHVI) for $1,000,000 on
any date prior to November 1, 1997 and (ii) 87.5 shares of the common stock of
MHVI (representing 8.75% of the outstanding capital stock of MHVI) for
$1,000,000 on any date prior to November 1, 1998.
MICRO granted SBBM the option to exchange up to a total of 350 shares of
the common stock of MHVI (representing 35% of the outstanding capital stock of
MHVI) for a total of 4,793,685 shares of the common stock of MICRO pursuant to
the terms of an exchange option agreement (the "Exchange Option Agreement")
between MICRO and SBBM. As noted in the preceding paragraph, SBBM presently
owns 262.5 shares of the common stock of MHVI.
On May 7, 1996 SBBM acquired a warrant (the "Warrant") to acquire certain
shares of the common stock of MICRO. The number of shares of common stock of
MICRO that SBBM may acquire under the Warrant is dependent upon several
factors, including (i) the number of shares of common stock of MICRO acquired
by certain holders of options (the "Index Options") and warrants (the "Index
Warrants") to purchase shares of common stock of MICRO by virtue of the
exercise of their options and warrants, (ii) whether or not SBBM purchases
either or both of the two additional allotments of 87.5 shares of common stock
of MHVI referred to above and (iii) whether or not SB CORP provides certain
research and development funding to MICRO.
All of the securities acquired have been purchased for investment
purposes. SBBM intends to review from time to time the business affairs and
financial position of MICRO. Decisions for future investments will depend on
the performance of MICRO and feasibility of the technology developed by MHVI
rather than on general economic and industry conditions. Based on such
evaluation and review, and SBBM's own financial plans, SBBM may consider from
time to time various alternative courses of action. Subject to the standstill
arrangement described in Item 5 below, such action may include the acquisition
of additional shares through open market purchases, privately negotiated
transactions or otherwise. Alternatively, such actions may involve the sale of
all or a portion of the shares in the open market, in privately negotiated
transactions, through a public offering or otherwise.
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SmithKline Beecham Biologicals Manufacturing s.a.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Subsection (a) of Item 5 is hereby amended to substitute the following for
the information previously reported:
(a) AMOUNT AND PERCENT BENEFICIALLY OWNED
Name No. of Shares Percent
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SBBM 4,793,685 28% (1)
(1) As noted in Item 4, SBBM presently owns 262.5 shares of common stock of
MHVI. SBBM has the right under the Exchange Option Agreement to exchange such
262.5 shares of common stock of MHVI for 3,595,264 shares of common stock of
MICRO. This right could be exercised within the next 60 days.
As noted in Item 4, SBBM has the right under the Stock Purchase Agreement
to purchase an additional 87.5 shares of the common stock of MHVI and SBBM also
has the right under the Exchange Option Agreement to exchange such 87.5 shares
of common stock of MHVI for 1,198,421 shares of common stock of MICRO. These
rights could be exercised within the next 60 days.
SBBM cannot presently exercise the Warrant and purchase shares of common
stock of MICRO thereunder as the holders of Index Options and Index Warrants
have not, to the knowledge of SBBM, exercised such options and warrants and
purchased shares of common stock of MICRO.
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SmithKline Beecham Biologicals Manufacturing s.a.
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.
SMITHKLINE BEECHAM BIOLOGICALS
MANUFACTURING s.a.
By: /s/Edward J. Buthusiem
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Edward J. Buthusiem
Attorney-in-fact
Date: June 5, 1996
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(LOGO)
SmithKline Beecham
Pharmaceuticals
SB Bio Manufacturing
POWER OF ATTORNEY
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THIS DEED is made on April 30, 1996 by SMITHKLINE BEECHAM BIOLOGICALS
MANUFACTURING S.A. ("the Company") whose registered office is at Rixensart,
BELGIUM, rue de l'Institut, 89.
1. The Company hereby irrevocably appoints Mr. Edward J. BUTHUSIEM (the
"Attorney"), as its true and lawful Attorney for a period of two (2) months
from the date hereof to execute (whether under hand or under seal), make and to
in its name or otherwise on its behalf all deeds, agreements, instruments, acts
and things which may be necessary or desirable to carry into effect Definite
Agreements and other transactions contemplated by a Letter of Intent dated
December 21, 1995 (As Amended) signed by SmithKline Beecham Biologicals S.A.,
an Affiliate of the Company, of Rixensart, Belgium and MicroCarb Inc., of
Gaithersburg, Maryland 20879, UNITED STATES OF AMERICA.
2. All acts of the Attorney pursuant to any of the powers conferred upon the
Attorney shall be valid and binding on the Company and its successors and
assigns for all purposes and the Company undertakes to indemnify and keep
indemnified the attorney from and against all costs, claims, expenses,
proceedings, obligations and liabilities incurred or suffered by the Attorney
by reason directly or indirectly of the exercise or purported exercise of any
powers conferred upon the Attorney hereunder.
IN WITNESS whereof this Deed has been executed by the Company the day and year
first above written.
SMITHKLINE BEECHAM BIOLOGICALS MANUFACTURING S.A.
/s/ Jean Stephenne /s/ Jean-Pierre Suin
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Jean STEPHENNE Jean-Pierre SUIN
Director Director
