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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Antex Biologics Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
03672 W 10 0
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(CUSIP Number)
V. M. Esposito and Gregory C. Zakarian
300 Professional Drive, Gaithersburg, Maryland 20879 301-590-0129
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(Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 11, 1998
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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. 03672 W 10 0 Page 2 of 5 Pages
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<TABLE>
<S> <C>
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1) NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Vito M. Esposito
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
Not applicable (b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
Not applicable
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7) SOLE VOTING POWER
Number of
Shares 2,423,435
Beneficially
Owned by --------------------------------------------------------------------------------------
Each 8) SHARED VOTING POWER
Reporting
Person With 20,000 with Betty Honaker Esposito Revocable Trust, Betty H. Esposito Trustee
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9) SOLE DISPOSITIVE POWER
2,423,435
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10) SHARED DISPOSITIVE POWER
20,000 with Betty Honaker Esposito Revocable Trust, Betty H. Esposito Trustee
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11) AGGREGATE AMOUNT BENEFICIALLY OWNER BY EACH REPORTING PERSON
2,443,435
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
Not applicable
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.94%
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14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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</TABLE>
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3
ANTEX BIOLOGICS INC.
SCHEDULE 13D - Amendment No. 3
This Amendment No. 3 amends the Schedule 13D dated January 16, 1996, and
amended by Amendment No. 1 dated May 7, 1996 and Amendment No. 2 dated
October 4, 1996.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $0.01 par value per
share, of Antex Biologics Inc. ("Antex"). The principal executive offices of
Antex are located at 300 Professional Drive, Gaithersburg, MD 20879.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Vito M. Esposito, Ph.D.
(b) 300 Professional Drive, Gaithersburg, MD 20879
(c) The principal occupation of Dr. Esposito is as Chairman of
the Board, President and Chief Executive Officer of Antex.
(d) Dr. Esposito, during the past five years, has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Dr. Esposito, during the past five years, has not been 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 order enjoining future violations of, or prohibiting or
mandating activities with respect to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Dr. Esposito is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF THE TRANSACTION.
As a condition of Antex's initial public offering, pursuant to an
agreement, Dr. Esposito was required to place in escrow 39,083 shares of
Antex common stock that he owned and 20,003 common stock options which had
been granted to him. Effective May
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4
ANTEX BIOLOGICS INC.
SCHEDULE 13D - Amendment No. 3
11, 1998, as a result of Antex not achieving certain established targets, the
escrowed shares and common stock options referred to above were forfeited.
All remaining shares of Antex common stock beneficially owned by
Dr. Esposito are held for investment purposes.
Dr. Esposito has no plan or proposal relating to or that would
result in any transaction of the type described in Item 4(a) through 4(j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Dr. Esposito is the beneficial owner of 2,443,435 shares of
Antex common stock, which includes 2,405,270 shares of common stock that he
is entitled to purchase pursuant to stock options that are vested. The
2,443,435 shares of common stock represent 9.94% of the shares of Antex
common stock outstanding as calculated in accordance with Rule 13d-3(d) (1).
(b) Dr. Esposito has sole voting power and sole dispositive
power with respect to 2,423,435 shares of Antex common stock which includes
the 2,405,270 shares of common stock that he is entitled to purchase pursuant
to stock options that are vested. Dr. Esposito has shared voting and
dispositive power with respect to 20,000 shares of Antex common stock owned
by the Betty Honaker Esposito Revocable Trust, Betty H. Esposito Trustee.
(c) Dr. Esposito has engaged in no transaction in Antex common
stock within the past sixty (60) days, other than the escrow forfeiture
described in response to Item 4.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities identified in response to Item 5(a).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Dr. Esposito has not entered into any contract, arrangement,
understanding or relationship of the type required to be disclosed in
response to this Item 6 with the exception of: (1) Antex's stock option plan
covering employees whereby the options described in response to Item 5 were
granted and the stock option agreements entered into
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5
ANTEX BIOLOGICS INC.
SCHEDULE 13D - Amendment No. 3
by Dr. Esposito thereunder, and (2) an escrow agreement entered into by certain
of Antex's stockholders and optionholders in connection with Antex's initial
public offering under which one-third of the applicable shares and options were
subject to forfeiture if certain income targets were not met, and to which
39,083 shares of common stock and 20,003 options of Dr. Esposito were subject.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
(a) Amendments to Amended and Restated Stock Option Plan -
Incorporated by reference to an exhibit to Form S-8
(Registration No. 333- 32377) filed on July 30, 1997.
(b) Form of Escrow Agreement - Incorporated by reference to
Schedule 13D filed on January 26, 1996.
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.
/s/V. M. Esposito
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V. M. Esposito, Ph.D.
Chairman, President and
Chief Executive Officer
Dated: June 10, 1998
