<PAGE> 1
As filed with the Securities and Exchange Commission on January 17, 2001
Registration No. 333-49548
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
AMENDMENT NO 1. TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ANTEX BIOLOGICS INC.
-------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 52-1563899
------------------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
300 Professional Drive
Gaithersburg, Maryland 20879
(301) 590-0129
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
V.M. Esposito
Chief Executive Officer
Antex Biologics Inc.
300 Professional Drive
Gaithersburg, Maryland 20879
(301) 590-0129
-------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
D. Michael Lefever, Esq.
Covington & Burling
P.O. Box 7566, 1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20044-7566
Tel: (202) 662-5276
Facsimile: (202) 778-5276
Approximate date of commencement of proposed sale to the public: From time to
time after the Registration Statement becomes effective.
<PAGE> 2
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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,
other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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
under the Securities Act, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) unit (2) price (2) registration fee
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock,
$.01 par value 10,073,379 (3) $3.094 $31,167,035 $8,228.10(4)
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists exclusively of shares of Common Stock being registered for
resale.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act. Represents the average of the high
and low prices for the Common Stock on the American Stock Exchange for
November 7, 2000.
(3) Pursuant to Rule 416 under the Securities Act, the number of shares
registered hereby includes such additional number of shares of Common Stock as
are required to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(4) The registration fee was paid in connection with the initial filing of the
Registration Statement on November 8, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT HAS FILED
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933,
<PAGE> 3
AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.
<PAGE> 4
The information in this prospectus is not complete and may be changed. The
stockholders of Antex identified in this prospectus may not sell the securities
described in this prospectus until the registration statement filed with the
Securities and Exchange Commission relating to this prospectus is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION
DATED JANUARY 17, 2001
10,073,379 shares of Common Stock
ANTEX BIOLOGICS INC.
----------------------
The stockholders of Antex identified in this prospectus are offering
for sale under this prospectus a total of 10,073,379 shares of Antex common
stock. Antex will not receive any proceeds from the sale of the shares.
The Antex common stock is listed on the American Stock Exchange. The
trading symbol for the Antex common stock on the American Stock Exchange is
"ANX."
INVESTMENT IN THE ANTEX COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
-----------------------------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
--------------------
The date of this prospectus is ______________ , 2001
<PAGE> 5
TABLE OF CONTENTS
PROSPECTUS SUMMARY...................................................1
RISK FACTORS.........................................................4
FORWARD-LOOKING STATEMENTS...........................................9
WHERE YOU CAN FIND MORE INFORMATION..................................9
USE OF PROCEEDS.....................................................11
SELLING STOCKHOLDERS................................................11
PLAN OF DISTRIBUTION................................................18
LEGAL MATTERS.......................................................19
EXPERTS.............................................................19
<PAGE> 6
PROSPECTUS SUMMARY
The following summary highlights selected information from this
prospectus, including information incorporated by reference. It may not
contain all of the information that is important to you. For more detailed
information about Antex and the securities being offered, you should read this
entire prospectus including the information incorporated by reference, which
includes the financial statements and the notes to the financial statements.
The Company
Antex is a biopharmaceutical company committed to developing and
marketing products to prevent and treat infections and related diseases. The
current focus is on the discovery and development of products for the
prevention and/or treatment of bacterial infections, particularly respiratory,
gastrointestinal, and sexually-transmitted diseases, and hospital-acquired
infections.
Antex's leading products under development are:
- HELIVAX(TM) - a vaccine that is designed to prevent and eradicate
infections by Helicobacter pylori, the bacteria primarily responsible
for causing stomach ulcers. Helicobacter pylori is also associated
with stomach cancers and sudden infant death syndrome. Enrollment has
been completed in a clinical trial to assess immune responses to
alternative dosing schedules and formulations of the vaccine. Antex
anticipates completing the Phase I clinical trial in the first
quarter of 2001, and expects to initiate a Phase II clinical trial in
2001.
- CAMPYVAX(TM) - a vaccine to prevent infections by Campylobacter
jejuni, the second most common bacterial cause of diarrhea. Antex and
the United States Navy have entered into a Cooperative Research and
Development Agreement whereby the Navy is supporting and conducting
clinical trials of CAMPYVAX. Two Phase I clinical trials and two Phase
II clinical trials of the vaccine have been completed. Antex expects
to commence another Phase II clinical trial in 2001.
- ACTIVAX(TM) - a combination vaccine to prevent infections by
Campylobacter jejuni, Shigella, and enterotoxigenic E. coli.
Enterotoxigenic E. coli is the leading cause of Traveler's Diarrhea.
Shigella is another leading cause of diarrheal disease worldwide.
After successfully completing in February 2000 a Phase I Small
Business Technology Transfer Program grant from the U.S. Department
of the Army, Antex received in June 2000 a follow-on Phase II Small
Business Technology Transfer grant from the US Department of the Army
to support the further development of the Shigella and
enterotoxigenic E. coli components of this vaccine. This second
grant will support a Phase I clinical trial of the Shigella component
of the vaccine and preclinical development of the enterotoxigenic E.
coli component of the vaccine. The Phase I clinical trial of the
Shigella component of the vaccine will be initiated in 2001.
- TRACVAX(TM) - a vaccine to prevent infections by Chlamydia
trachomatis, the most prevalent sexually transmitted disease in the
world. Chlamydia trachomatis causes urogenital disorders such as
pelvic inflammatory disease and infertility, and also causes infant
blindness and pneumonia. Antex has shown in a preclinical animal
model of disease that the vaccine generated a strong immune response
and that the vaccine
- 1 -
<PAGE> 7
protected animals from infertility caused by Chlamydial infections.
Antex expects to begin an initial Phase I clinical trial of TRACVAX(TM)
in 2001.
In addition to these vaccines, Antex is using its proprietary
technologies in an effort to develop antibiotics. In this connection, Antex is
evaluating chemical structures as potential antibiotics to treat increasingly
antibiotic-resistant bacterial infections, including hospital-acquired
bacterial infections.
None of Antex's products have been commercially developed or sold,
and Antex's revenues to date have been limited to milestone payments from
licensees and payments for services related to its research and development
activities. Antex had an accumulated deficit of $23,207,608 for the period
from its inception on August 3, 1991 through September 30, 2000. Antex
operates in a highly competitive environment. If Antex does not succeed in
developing and introducing competitive products, then Antex may never generate
significant profits.
In its research and development activities, Antex relies on the
following platform technologies:
Antigen Receptor Technology - Antex is using Antigen Receptor
Technology to develop products that interfere with attachment of bacteria to
the mucus membranes of humans and other animals.
Nutriment Signal Technology - Nutriment Signal Technology is used to
grow bacteria under conditions that mimic the growth of the bacteria in the
human body. Antex believes that bacteria grown in this manner can be used to
produce more potent and better targeted vaccines, and to facilitate the
identification of new antibiotics.
Virulence Expression Profiling - This technology combines Nutriment
Signal Technology with knowledge of when and how genes are expressed. Antex
believes that it may be able to exploit the proteins and enzymes identified
through its Virulence Expression Profiling technology to develop new
antibiotics and vaccines.
In addition to the relationships with the U.S. Army and the U.S. Navy
referred to above, Antex has entered into strategic alliances with Aventis
Pasteur and SmithKline Beecham. These relationships are described in greater
detail in Antex's SEC filings which are incorporated by reference in this
prospectus.
The Private Placement
On March 15, 2000, Antex completed a private placement in which it
raised approximately $15,100,000, after taking into account expenses
associated with the financing. The securities sold consisted of shares of
Antex common stock, Series A Convertible Preferred Stock and several classes
of warrants. As compensation for services in connection with the private
placement, Antex issued to various entities Antex preferred stock and/or
warrants.
The shares of Antex common stock issued in the private placement, as
well as the shares of Antex common stock issuable upon the conversion of the
Series A Convertible Preferred Stock and upon the exercise of the Class A
Warrants, the Class C Warrants, and the Class D
- 2 -
<PAGE> 8
Warrants, have been registered and are being offered by means of this
prospectus for resale by the selling stockholders.
A more detailed description of the securities issued in the private
placement, including the effect of the reverse stock split described below, is
provided under the heading "Selling Stockholders."
Reverse Stock Split
On July 19, 2000, Antex effected a reverse stock split in which every
five outstanding shares of Antex common stock were exchanged for one share of
Antex common stock. This action was taken by the Board of Directors under
authority conferred on the Board by the stockholders at the 1999 Annual
Meeting.
The Offering
<TABLE>
<S> <C>
Shares of Antex common stock offered by selling stockholders:
Outstanding..................................................5,082,625
Issuable upon the conversion of
Series A Convertible Preferred Stock ...............1,224,242
Issuable upon the exercise of Class
A, C or D Warrants .................................3,766,512
---------
Total.....................................10,073,379
Number of shares of Antex common stock outstanding...................10,992,493
Offering price......................................................The selling stockholders
may offer the shares
for sale either at
the market price at
the time of the
sale, at a price related
to the market price or
at a negotiated price.
On January 16, 2001,
the closing sale price per
share of the Antex common
stock on the American
Stock Exchange was $3.00.
American Stock Exchange Symbol......................................ANX.
</TABLE>
The preceding information reflects the reverse stock split effected on July
19, 2000.
Recent Developments
Effective July 31, 2000, the Board of Directors appointed Stephen N.
Keith, MD, as President and Chief Operating Officer of Antex. Dr. Keith is a
Fellow of the Academy of Pediatrics and a Diplomate of the American Board of
Pediatrics. From 1982 to 1987, Dr. Keith served on the faculty of the Charles
Drew Medical School and the UCLA School of Medicine in the Department of
Pediatrics. From 1987 to 1990, Dr. Keith served as a Health Policy Advisor to
the US Senate Committee on Labor and Human Resources, under Senator Edward M.
- 3 -
<PAGE> 9
Kennedy. Dr. Keith held varied positions with Merck & Co., Inc. from 1990 to
1995 and most recently Dr. Keith served as Vice President - Marketing and
Sales, North American Vaccine, Inc.
On August 24, 2000, Antex common stock began trading on the American
Stock Exchange. Antex common stock had previously been quoted on the OTC
Bulletin Board.
RISK FACTORS
Before you invest in Antex common stock, you should carefully
consider the following risks. In addition, there may be other risks that we
currently do not know about or that we currently believe to be immaterial. Any
of these risks could adversely affect our business, financial condition,
results of operations, or prospects. If so, the trading price of the Antex
common stock could decline and you may lose all or part of your investment.
Because Our Products Are Currently In The Research And Development Stage And
Are Subject To A Lengthy Regulatory Review Process, We Have Generated Only
Limited Revenues To Date And May Not Generate Significant Revenues For A
Number Of Years, If Ever.
Antex began operations as a development stage company in August 1991.
None of our products have been commercially developed or sold, and our
revenues have been limited to milestone payments from licensees and payments
for services related to our research and development activities. Without the
commercialization of one or more of our products, we will not be able to
generate significant revenues.
Our products are currently in the research and development stage and
will require further research and development, clinical testing, and
regulatory approval prior to commercialization in the United States or abroad.
The regulatory approval process generally is lengthy and can entail
significant delays. We do not expect to obtain regulatory approval for the
commercial sale of any of our products for a number of years, if at all.
The technology used in the development of our products is new, and
obstacles may arise in the regulatory approval process or in the development
and commercialization of our products. We may find it difficult to develop
products that prove to be safe and effective and that meet applicable
regulatory standards. Even if a product is developed and the required
regulatory approvals obtained, manufacturing the product in sufficient
quantities at a reasonable cost may prove difficult or impossible.
In addition, commercialization requires sufficient demand for our
products. Although our products are targeted at specific diseases, it is
difficult to predict the extent of demand for our products, especially since
any commercial product that we may develop will not become commercially
available for a number of years.
Antex Has Incurred Substantial Losses And Anticipates Significant Losses In
The Future.
Antex had an accumulated deficit of $23,207,608 for the period from
its inception on August 3, 1991 through September 30, 2000. We had net losses
in 1998 and 1999 of $2,833,687 and $3,483,674, respectively. For the nine
months ended September 30, 2000, we had a net loss of $4,729,145. We expect to
incur net losses for the foreseeable future.
- 4 -
<PAGE> 10
Even With The Proceeds Raised In The March 2000 Private Placement, Antex Will
Need Additional Funding To Commercialize Its Products.
The private placement in March 2000 raised net proceeds of
approximately $15,100,000. Barring unforeseen developments, we should have
sufficient funds to sustain our research and development program through
December 2001. We will need additional funds to finance our operations after
that date. During the nine months ended September 30, 2000, we used net cash
of $4,207,902 for development stage activities, including research and
development, and $270,064 of net cash for investing activities. We anticipate
that our research and development expenses will be substantial for the
foreseeable future.
The parties to our various licensing and cooperative agreements have
no obligation to provide future funding of our operations. Although payments
from SmithKline Beecham have historically accounted for a significant portion
of our research and development funding, as a result of the dissolution of our
joint venture with SmithKline Beecham, we do not believe that SmithKline
Beecham will be a significant source of additional research and development
funding in future years. An absence of adequate funding on acceptable terms
could force us to cease operations. Any funding we do obtain could involve
dilution to current stockholders or restrictions on our operations.
Antex's Operations Are Subject To Extensive Government Regulation, Including
Regulation By The United States Food And Drug Administration, Which Can Entail
Significant Costs.
The production and marketing of all of our products, and our research
and development activities, are subject to regulation by numerous governmental
authorities in the United States and, to the extent that we may be engaged in
activities outside of the United States, in other countries. In the United
States, vaccines, drugs and various diagnostic products are subject to
rigorous review of safety and effectiveness by the U.S. Food and Drug
Administration. The Federal Food, Drug and Cosmetic Act, the Public Health
Service Act and other federal statutes and regulations govern or affect the
testing, manufacture, safety, labeling, storage, record keeping, approval,
advertising and promotion of these types of products. Noncompliance with
applicable requirements can result in criminal prosecution and fines, recall
or seizure of products, total or partial suspension of production, refusal of
the government to approve product license applications or refusal to allow us
to enter into supply contracts. The U.S. Food and Drug Administration also has
the authority to revoke product licenses and establishment licenses that it
has previously granted. Although it is impossible to predict with any degree
of certainty the outcome of the regulatory approval process for our products,
we believe that we currently are in compliance with all applicable statutes,
rules and regulations governing our research and development activities.
Antex's Success Will Depend In Large Part On Its Ability To Obtain Patents,
Maintain Trade Secrets And Operate Without Infringing On The Intellectual
Property Rights Of Third Parties.
Antex owns or has rights to 26 issued U.S. patents and nine pending
patent applications in the United States, with corresponding allowed or issued
patents and patent applications in many foreign countries. Eleven of the
issued patents and patent applications in the United States, and many of the
corresponding international patents, have been licensed exclusively to third
parties. Pending patent applications may not result in issued patents, and any
patents issued or licensed to us may be challenged, invalidated or
circumvented. Third parties may
- 5 -
<PAGE> 11
independently develop products similar to our products, duplicate any of our
products, or design around the patented aspects of our products. Any lack of
protection afforded by our patents covering Antigen Receptor Technology and
Nutriment Signal Transduction could prove especially harmful, since
development of our products relies to a large extent on these technologies.
Although we are continually seeking to expand our patent portfolio,
we may not succeed in obtaining rights in additional patents. Furthermore, any
patents owned by, or licensed to, us may not provide us with competitive
advantages, even if the patents are not challenged, invalidated or
circumvented.
As a general matter, the patent position worldwide of biotechnology
firms is highly uncertain, involving as it does complex legal and factual
questions. Since patent applications in the United States are maintained in
secrecy until patents issue, and since publication of discoveries in the
scientific or patent literature tends to lag behind actual discoveries by
several months or even years, we cannot be certain that third parties have not
filed, or that we are the first to file, patent applications covering aspects
of our technology or our products. Moreover, patent litigation is becoming
more widespread in the biotechnology industry. Thus, the possibility always
exists that third parties will bring legal actions against us for patent
infringement. Patent litigation could consume a substantial portion of our
resources and harm our financial position even if we are ultimately
successful. Finally, due to differences in U.S. and foreign patent laws,
foreign patents may be more difficult to obtain than U.S. patents, and foreign
patents, even if obtained, may not provide the level of protection provided by
U.S. patents.
We also rely on trade secrets, confidentiality agreements and other
forms of protection for our technology or products. These measures may not
succeed in preventing third parties from independently developing
substantially equivalent technology or products, disclosing our technology or
products, or gaining access to our technology or products. Finally, our
involvement with consultants, strategic partners and similar third parties
could lead to contractual disputes over ownership of intellectual property.
If Antex Does Not Succeed In Developing And Introducing Competitive Products,
Antex May Never Generate Significant Profits.
Antex is engaged in a rapidly evolving and highly competitive field.
If we do not compete successfully, we may never generate significant profits.
Competition from biotechnology and pharmaceutical companies is
intense. Also, academic institutions, hospitals, governmental agencies and
other public or private research organizations are conducting research and
seeking patent protection. Other existing technologies or technologies that
may be developed in the future may serve as the basis for competing products.
Competitors may succeed in developing products that are more effective or less
costly than the products we are seeking to develop, or that could render our
products obsolete.
Research and development activities are generally viewed as highly
confidential. Patent applications in the United States are maintained in
secrecy until patents issue, and the publication of discoveries in the
scientific or patent literature tends to lag behind actual discoveries by
several months or even years. Thus, it is difficult to identify our
competitors, to determine when
- 6 -
<PAGE> 12
or if competing products will be developed, or to assess the nature and
attributes of these competitors and competing products.
Some of the infectious diseases that Antex has chosen to target for
its research and development efforts are currently being treated with
therapies that have varying degrees of success. Our ability to compete
effectively with companies involved in the manufacture, marketing and
distribution of these products will depend on the extent to which our products
provide substantial benefits over currently existing products and on our
success in marketing our products to the medical community.
The Participation In The March 2000 Private Placement Of An Individual Who Has
Been Convicted Of Securities Fraud Could Make It Difficult For Antex To Obtain
Additional Financing Or To Enter Into Additional Licensing Or Joint Venture
Agreements.
Participation of Blech associates in the March 2000 private placement
Negotiations with respect to the terms of the March 2000 private
placement were conducted primarily between Antex and David Blech. In 1999, Mr.
Blech pled guilty in a criminal proceeding to two counts of securities fraud
and was sentenced to probation. A large percentage of the investors purchasing
units in the private placement were introduced to Antex by Mr. Blech. Although
Mr. Blech himself did not acquire any securities in the private placement,
Harbor Trust, The Biotech Consulting Group, Incorporated, Chassman Graphics,
Inc., and the Blech Family Trust, all of which are related to Mr. Blech,
acquired, and to the knowledge of Antex currently hold in the aggregate, the
following securities in, or in exchange for securities acquired in, the
private placement: 851,061 shares of Antex common stock and shares of Series A
Convertible Preferred Stock that are convertible into 1,224,242 shares of
Antex common stock. These figures reflect the July 19, 2000 reverse stock
split in which every five outstanding shares of Antex common stock were
exchanged for one share of Antex common stock. Assuming conversion of all
outstanding preferred stock and taking into account the reverse stock split,
and without giving effect to the exercise of any outstanding warrants or stock
options, the parties related to Mr. Blech would own approximately 17% of the
outstanding Antex common stock.
In its Form 10-QSB for the quarter ended September 30, 1999, Antex
disclosed that it would not be able to sustain its research and development
program beyond the first calendar quarter of 2000 without additional
financing. At the time of the March 2000 private placement, Antex recognized
that association with Mr. Blech could entail significant risks, given Mr.
Blech's past violations of the federal securities laws. However, since Antex
had been unable to raise significant funds on more favorable terms, Antex
elected to proceed with the March 2000 private placement primarily on the
grounds that it had no viable alternative other than the suspension of
operations due to a lack of funds.
Agreement between Antex and David Blech
In connection with the private placement, Antex entered into an
agreement with Mr. Blech designed to limit the involvement of Mr. Blech in the
activities of Antex. Among other things, the agreement:
- 7 -
<PAGE> 13
- prohibits Mr. Blech and various entities related to Mr. Blech from
soliciting any proxy or consent to vote any shares of Antex capital stock,
unless approved in advance by the Antex Board of Directors;
- prohibits Mr. Blech and various entities related to Mr. Blech from
purchasing any additional shares of Antex capital stock without the prior
written consent of the Antex Board of Directors, for so long as Mr. Blech
and these entities together own beneficially 5% or more of Antex capital
stock;
- limits the ability of Mr. Blech and various entities related to Mr.
Blech to participate in the affairs of Antex, and restricts the access of
Mr. Blech and various entities related to Mr. Blech to information about
Antex, in either case to the extent that similar participation is not
afforded, or information provided, to stockholders of Antex generally;
- prohibits Mr. Blech and various entities related to Mr. Blech from
engaging in any transaction with Antex other than in the ordinary course of
business;
- prohibits Mr. Blech from trading in Antex capital stock, or from
causing various entities related to Mr. Blech to trade in Antex capital
stock, for so long as Mr. Blech and these entities together own
beneficially 5% or more of Antex capital stock; and
- prohibits Mr. Blech and various entities related to Mr. Blech from
making any public statements about Antex or their investment in Antex,
except to the extent informed by counsel that any of these public
statements is required by law, for so long as Mr. Blech and these entities
together own beneficially 5% or more of Antex capital stock.
Each of the entities related to Mr. Blech that are listed above have
granted to the Chairman of the Board of Directors of Antex an irrevocable
proxy to vote their shares of Antex common stock in proportion to the vote
cast by all other stockholders on any matter submitted to the vote of Antex
stockholders. This proxy will remain in effect for so long as the Antex common
stock is listed on the American Stock Exchange, any other national securities
exchange, the Nasdaq National Market, or the Nasdaq SmallCap Market.
Possible negative effects of Antex's association with David Blech
While it is difficult to predict at this early stage, Antex's
association with Mr. Blech could create difficulties in finding new partners
for licensing or other cooperative arrangements and could dissuade third
parties from financing our operations. Also, our association with Mr. Blech
may have adverse financing consequences related to various requirements under
state securities laws, including the inability to qualify our securities for
sale in one or more states that make qualitative judgments regarding the
qualification of securities for sale in their states. A failure to qualify our
securities for sale in one or more states may reduce the number of investors
who can purchase our common stock, thereby making our common stock less liquid
and reducing the price of our common stock.
The difficulties described above could have a negative impact on our
ability to generate revenues or profits, and could reduce returns on
investment in our common stock.
- 8 -
<PAGE> 14
Our Board Of Directors Has The Authority To Cause Antex To Issue Preferred
Stock With Terms And Provisions That Adversely Affect The Rights Of Holders Of
Our Common Stock.
Our certificate of incorporation allows Antex to issue from time to
time, without a stockholder vote, up to 5,000,000 shares of preferred stock
with terms and provisions that may be fixed by our Board of Directors. The
preferred stock may contain terms and provisions that adversely affect the
rights of investors in our common stock. For example, the preferred stock may
have priority claims on our assets or dividends, and special voting rights.
Despite The Recent Listing Of Antex Common Stock On The American Stock
Exchange, A Liquid Trading Market For Antex Common Stock May Not Develop.
We listed our common stock on the American Stock Exchange in an
effort to improve the liquidity of the market for our common stock. However,
listing on the American Stock Exchange does not guarantee a liquid trading
market for our common stock.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus or incorporated
by reference in this prospectus are "forward-looking" statements within the
meaning of Section 27A of the Securities Act and Section 21E of Securities
Exchange Act. Forward-looking statements are statements that relate to future
events or results that involve known and unknown risks and uncertainties. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential," or "continue," the negative of these terms
or other comparable terminology. These statements are only predictions. Actual
events or results may differ materially. Forward-looking statements are not
guarantees of future performance and actual results could differ materially
from those indicated by a forward-looking statement. In evaluating
forward-looking statements, you should consider the risks outlined in the
"Risk Factors" section above, as well as general economic and business
conditions, our financial condition, and possible changes in government
regulation. These factors may cause our actual results, performance or
activities to differ materially from the future results expressed or implied
by such forward-looking statements. Although Antex believes that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance, or
achievements.
WHERE YOU CAN FIND MORE INFORMATION
Antex files annual, quarterly and special reports, proxy statements,
and other information with the Securities and Exchange Commission. You may
inspect and copy these documents at the SEC's public reference rooms in
Washington, D.C. at 450 Fifth Street, N.W., Washington, D.C., 20549, and at
the SEC's Northeast Regional Office at Seven World Trade Center, New York, New
York 10048, and at the Midwest Regional Office at 500 West Madison Street,
Chicago, Illinois 60611-2511. You may obtain information on the operation of
the SEC's public reference facilities by calling the SEC at 1-800-SEC-0330.
You may also obtain, upon payment of a duplicating fee, copies of Antex's SEC
filings by writing to the SEC, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549. Antex's SEC filings also are accessible through
the Internet at the SEC's web site at http://www.sec.gov.
- 9 -
<PAGE> 15
The SEC allows Antex to "incorporate by reference" in this prospectus
information contained in other documents that Antex files with the SEC, which
means that Antex can disclose important information by referring to those
other documents. The information incorporated by reference is considered part
of this prospectus, and information contained in documents that Antex files
later with the SEC will automatically update and may supersede this
information. For further information about Antex and the securities being
offered by the selling stockholders, you should refer to the following
documents filed by Antex with the SEC, which are incorporated by reference:
- Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999;
- Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 2000;
- Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 2000;
- Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 2000;
- Current Reports on Form 8-K filed on March 22, 2000, May 5, 2000,
July 11, 2000, and July 31, 2000; and
- The description of the Antex common stock contained in Antex's
Registration Statement on Form 8-A, filed on August 18, 2000, and any
amendment or report filed for the purpose of updating the description
contained in the Form 8-A.
Antex also incorporates by reference in this prospectus all documents
that it files under Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act after the date of this prospectus and prior to the termination of
the offering by the selling stockholders of the shares covered by this
prospectus.
You may request a copy of any or all of the documents incorporated by
reference by writing to, or telephoning, Antex at:
Antex Biologics Inc.
300 Professional Drive
Gaithersburg, Maryland 20879
(301) 590-0129
Attention: Gregory C. Zakarian
Chief Financial Officer
Antex will provide, at no charge, copies of all documents requested.
However, Antex will not provide the exhibits to any document requested unless
the exhibit is specifically incorporated by reference in the requested
document or this prospectus.
You should rely only on the information contained in this prospectus
or incorporated by reference in this prospectus. Antex has not authorized any
other person to provide you with different information. The information in
this prospectus is correct as of the date of this prospectus. You should not
assume that there has not been any change in the affairs of Antex since the
date of this prospectus or that the information in this prospectus is correct
as of any time after its date. This prospectus is neither an offer to sell nor
the solicitation of an offer to
- 10 -
<PAGE> 16
buy securities in any circumstances in which an offer to sell or a
solicitation of an offer to buy is unlawful.
USE OF PROCEEDS
Antex will not receive any proceeds from the sale by the selling
stockholders of the shares of Antex common stock offered by means of this
prospectus.
SELLING STOCKHOLDERS
The shares of Antex common stock covered by this prospectus consist
of shares offered for resale by:
- the purchasers of securities from Antex in the March 2000 private
placement financing;
- SmithKline Beecham Biologicals Manufacturing s.a.; and
- First Security Van Kasper.
The Private Placement Shares
On March 15, 2000, Antex completed an equity financing by means of a
private placement of its securities. In connection with the financing, Antex
entered into a Registration Rights Agreement with the purchasers of the
securities in which Antex agreed to register for resale by the purchasers the
shares of Antex common stock issued in the financing, as well as the shares of
Antex common stock issuable upon the conversion or exercise of additional
securities issued in the financing. The following description of the
securities issued in connection with the private placement gives effect to
Antex's one-for-five reverse stock split on July 19, 2000.
In the private placement, Antex issued:
- 3,743,573 shares of Antex common stock.
- 61,212 shares of Series A Convertible Preferred Stock: Beginning on
March 15, 2001, each one share of this preferred stock is convertible,
at the option of the holder, into 20 shares of Antex common stock.
- 18,717,864 Class A Warrants: Each Class A Warrant has a five-year
term and entitles the holder to purchase one-fifth of a share of Antex
common stock at an exercise price of $1.50 per warrant ($7.50 per
share). At the election of Antex, the Class A Warrants may be redeemed,
upon 30 days prior written notice to the holders, at a redemption price
of $0.10 per warrant, if after September 15, 2001, the average market
price of Antex common stock exceeds $37.50 per share for 20 consecutive
trading days or if after March 15, 2002, the average market price of
Antex common stock exceeds $22.50 per share for 20 consecutive trading
days. Subsequent to the completion of the private placement, several
holders of Class A Warrants exchanged 1,155,303 warrants for 55,636
shares of Antex common stock, leaving 17,562,561 Class A Warrants
outstanding.
- 11 -
<PAGE> 17
- 6,121,211 Class B Warrants: Each Class B Warrant had a five-year
term and entitled the holder to purchase one-fifth of a share of Antex
common stock at an exercise price of $1.50 per warrant ($7.50 per
share). The Class B Warrants were not exercisable until March 15, 2001.
Subsequent to the completion of the private placement, the holder of
the Class B Warrants exchanged all of the outstanding warrants for
294,776 shares of Antex common stock.
- 3,409,091 Class C Warrants: Each Class C Warrant has a five-year
term and becomes exercisable beginning on March 15, 2001, to purchase
one-fifth of a share of Antex common stock at an exercise price of
$0.66 per warrant ($3.30 per share). The Class C Warrants are not
redeemable. Subsequent to the completion of the private placement,
holders of 2,799,091 Class C Warrants exchanged the warrants for
134,794 shares of Antex common stock, leaving 610,000 Class C Warrants
outstanding.
- 3,409,091 Class D Warrants: Each Class D Warrant has a five-year
term and becomes exercisable beginning on March 15, 2001, to purchase
one-fifth of a share of Antex common stock at an exercise price of
$1.50 per warrant ($7.50 per share). The Class D Warrants are not
redeemable. Subsequent to the completion of the private placement,
holders of 2,799,091 Class D Warrants exchanged the warrants for
134,794 shares of Antex common stock, leaving 610,000 Class D Warrants
outstanding.
This prospectus covers the resale of shares of Antex common stock
issued in the private placement and issued in exchange for warrants issued in
the private placement, as well as the resale of the shares of Antex common
stock issuable upon the conversion of the Series A Convertible Preferred Stock
and upon the exercise of the Class A Warrants, the Class C Warrants, and the
Class D Warrants.
The following table sets forth, as of January 16, 2001, as to each
of the selling stockholders that acquired shares in connection with the March
2000 private placement:
- the number of shares of Antex common stock issued in connection
with the private placement that are held by each of the selling
stockholders, plus the number of shares of Antex common stock issuable
upon the conversion of the Series A Preferred Stock, if any, and upon
the exercise of the Class A Warrants, Class C Warrants, and Class D
Warrants, if any, that are held by the selling stockholder, in each
case prior to the commencement of the offering described in this
prospectus; and
- the number of shares of Antex common stock being offered for sale
by each of the selling stockholders by means of this prospectus.
This prospectus is offering for sale all of the shares of Antex
common stock that the selling shareholders acquired or are entitled to acquire
in connection with the private placement. Accordingly, after the offering
described in this prospectus, none of the selling shareholders will own any of
these shares, assuming that all of the shares covered by this prospectus are
sold by the selling shareholders. The selling shareholders may own additional
shares of Antex common stock that they acquired other than in connection with
the private placement. None of these additional shares are being offered for
sale under this prospectus. Antex is not aware if, or of the extent to which,
a selling shareholder will continue to own these additional shares after
completion of the offering described in this prospectus.
- 12 -
<PAGE> 18
<TABLE>
<CAPTION>
Number of Shares
---------------------------------------------------------------------
Issuable
upon the
Conversion Issuable Issuable Issuable Number of
of Series A Upon Upon Upon Shares
Convertible Exercise Exercise of Exercise Being
Preferred of Class A Class C of Class D Offered for
Common Stock Stock Warrants Warrants Warrants Sale
------------ ----- -------- -------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Alexander, Jeffrey 7,575 7,575 15,150
Alexander, Lorie 7,575 7,575 15,150
Anfel Trading Limited 75,757 75,757 151,514
ATU Holdings LLC 80,000 80,000 160,000
Austost Anstalt Schaan 90,909 90,909 181,818
Azrak, Marvin 15,151 15,151 30,302
Balmore S.A. 151,515 151,515 303,030
Baron, Jeffrey 22,727 22,727 45,454
Barros, Arnaldo and Maria 60,606 60,606 121,212
Biotech Consulting Group, 19,262 19,262
Incorporated
Blech Family Trust 93,059 93,059
Block, Ira and Rosenfeld, Madelon 4,545 4,545 9,090
Britannica Associates Limited 71,969 71,969 143,938
Bulkley, Frank, III 7,575 7,575 15,150
Central Yeshiva Beth Joseph 60,606 60,606 121,212
Chassman Graphics 56,400 56,400
Chassman, Frederick 4,545 4,545 9,090
CHL Medical Partners, L.P. 303,030 303,030 60,000 60,000 726,060
Chung, Peter S. 3,030 3,030 6,060
Dan Ventures, LLC 60,606 60,606 121,212
Dare Investments, Inc. 15,151 15,151 30,302
De, Indrajit 5,500 5,500 11,000
Donehew, Robert H. 4,545 4,545 9,090
Ellis Enterprises 15,151 15,151 30,302
Ensley, Burt and Carolyn 7,575 7,575 15,150
Eros, Stella, Trust 102,272 102,272 204,544
Falco, Robert 7,600 7,600 15,200
Faskowitz, Moshe and Fagie 12,121 12,121 24,242
Faskowitz, Rose 10,606 10,606 21,212
Fiedler, David 7,600 7,600 15,200
Fiedler, Saul and Deena 7,600 7,600 15,200
First Lincoln Holdings, Inc. 454,545 454,545 909,090
Fried, Dora 15,151 15,151 30,302
Fullerton, William H., III 6,060 6,060 12,120
G.I.G. Capital Partners, Inc. 75,757 75,757 151,514
Guido, Albert V. 5,000 5,000 10,000
H.A.A., Inc. 30,303 30,303 60,606
Hamaayan Institute 30,303 30,303 60,606
Harbor Trust 682,340 1,224,242 1,906,582
Harris, Tehillah 10,606 10,606 21,212
Havas, Josef 15,151 15,151 30,302
</TABLE>
- 13 -
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Honig, Ira 1,515 1,515 3,030
Janssen Partners, Inc. 30,303 30,303 60,606
Jesselson, Michael G., 4/8/71 Trust 75,757 75,757 151,514
Jesselson, Benjamin J., 75,757 75,757 151,514
8/21/74 Trust
Jesselson, Grandchildren 10/83 Trust 75,757 75,757 151,514
FBO
Jesselson, Michael G. 75,757 75,757 151,514
Krumholz, Cary 7,600 7,600 15,200
Leval Trading, Inc. 90,909 90,909 181,818
Levitin, Eli 15,151 15,151 30,302
Lichtenstein, George 60,606 60,606 121,212
M & G Equities 75,757 75,757 151,514
MacDonald, Lawrence P. 3,030 3,030 6,060
Magic Consulting Corp. 7,575 7,575 15,150
Marlow, Martin 7,575 7,575 15,150
Mayer, Jack N. 15,151 15,151 30,302
Milstein, Howard P. 75,757 75,757 151,514
Momar Corp. 150,000 150,000 300,000
MPI Partners 5,000 5,000 10,000
MWDD Partnership 15,151 15,151 30,302
Nichols, Alexandra 4,545 4,545 9,090
Nordberg Capital Group Inc. 15,151 15,151 30,302
Nordberg, Elizabeth A. 6,060 6,060 12,120
Nordberg, Gerald, Pension Plan 6,060 6,060 12,120
Nordberg, Meredith B., 6,060 6,060 12,120
Family Trust
O'Connor, Francis G. 7,575 7,575 15,150
Palermo, Joseph 6,060 6,060 12,120
Pasqua, William 30,303 30,303 60,606
Penner, Joseph A. 10,000 10,000 20,000
Perrault, David A. 7,600 7,600 15,200
Plummer, Rickardo 1,515 1,515 3,030
PRISM Ventures 12,000 12,000 24,000
Prudential Securities C/F, 60,606 60,606 121,212
Dorothy Merlo Prodani
Roan/Meyers Associates, L.P. 50,000 50,000 100,000
Rosenfeld, Joel 7,575 7,575 15,150
Safier, Jacob 15,151 15,151 30,302
SAM Vitamin dba GNC 6510 7,575 7,575 15,150
Schick, Marvin 37,878 37,878 75,756
Schneider, Howard M. 7,575 7,575 15,150
Shapiro, Abraham 7,575 7,575 15,150
Shapiro, Stanley K. 22,800 22,800 45,600
Sheehy, James P. 30,303 30,303 60,606
Siegmund, Jacqueline 5,454 5,454 10,908
Silva, Jose F. 1,515 1,515 3,030
Steifman, Michael 30,303 30,303 60,606
Stone, Richard B. 30,303 30,303 60,606
Strata Equities Ltd. 30,303 30,303 60,606
Suster, Ronald 6,060 6,060 12,120
Swetnick, Robert N. 15,000 15,000 30,000
Talbiya B. Investments Ltd. 30,303 30,303 60,606
Tenenbaum, Judy 6,060 6,060 12,120
Tuchman, Nelson 30,303 30,303 60,606
Veraro, Inesa 30,303 30,303 60,606
Weinreb, Zvi 75,757 75,757 151,514
Weiss, Howard 7,575 7,575 15,150
</TABLE>
- 14 -
<PAGE> 20
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Wilson, F. Bradford, Jr. 3,030 3,030 6,060
Wolfson, Aaron 30,303 30,303 60,606
Wolfson, Abraham 22,727 22,727 45,454
Wolfson, Morris 15,151 15,151 30,302
Zabel, Martin and Kramer, Paula 7,575 7,575 15,150
Zalk, Laurence 30,303 30,303 60,606
Zises, Jay 75,757 75,757 151,514
</TABLE>
Except as set forth below, none of the selling stockholders listed
above, within the past three years, has held any office or position, or has had
any other material relationship, with Antex or its affiliates, other than as a
holder of Antex securities. In connection with the private placement, the
following selling stockholders, which acted as finders in connection with the
private placement, received for their services rendered the compensation
indicated (the following numbers, except as otherwise indicated, have not been
adjusted to give effect to the reverse stock split):
- Harbor Trust -- 1,666,666 shares of Series A Convertible Preferred
Stock. In addition, Harbor Trust received 1,666,666 Class B Warrants,
2,599,091 Class C Warrants, and 2,599,091 Class D Warrants, which were
all subsequently exchanged for 330,587 post-split shares of Antex
common stock.
- CHL Medical Partners, L.P. -- 300,000 Class C Warrants and 300,000
Class D Warrants.
- Roan/Meyers Associates, L.P. -- $100,000 cash payment, 250,000
Class C Warrants and 250,000 Class D Warrants.
- The Biotech Consulting Group, Incorporated -- 200,000 Class C
Warrants and 200,000 Class D Warrants, which were subsequently
exchanged for 19,262 post-split shares of Antex common stock.
- PRISM Ventures -- 60,000 Class C Warrants and 60,000 Class D
Warrants.
The SmithKline Beecham Biologicals Manufacturing s.a. Shares
In 1996, Antex entered into a series of agreements with SmithKline
Beecham Corporation to establish MicroCarb Human Vaccines Inc., a joint
venture 73.75% owned by Antex and 26.25% owned by SmithKline Beecham
Biologicals Manufacturing s.a., a Belgium affiliate of SmithKline Beecham
Corporation. The purpose of the joint venture was to engage in research and
development with the goal of developing human vaccine products for commercial
sale. Included among the terms of the arrangement was the right of SmithKline
Beecham Biologicals Manufacturing s.a., exercisable prior to September 1,
2003, to exchange its 26.25% equity interest in the joint venture for
3,595,264 (719,052 post-split) shares of Antex common stock.
Effective September 1, 1999, Antex and SmithKline Beecham decided to
terminate the joint venture, and in connection with the termination SmithKline
Beecham Biologicals Manufacturing s.a. elected to convert its equity interest
into the number of shares of Antex common stock referred to above. Under the
terms of a Registration Rights Agreement, SmithKline Beecham Biologicals
Manufacturing s.a. has the right to require Antex to include in
- 15 -
<PAGE> 21
a registration statement that Antex otherwise files with the Securities and
Exchange Commission the shares of Antex common stock acquired by SmithKline
Beecham Biologicals Manufacturing s.a. in exchange for its joint venture
interest. SmithKline Beecham Biologicals Manufacturing s.a. has elected to
have its shares included in the registration statement to which this
prospectus relates. Accordingly, this prospectus covers the resale of 719,052
shares of Antex common stock owned by SmithKline Beecham Biologicals
Manufacturing s.a.
Antex has been advised by SmithKline Beecham Biologicals
Manufacturing s.a. that, as of January 16, 2001, it owned 671,340 additional
shares of Antex common stock that it acquired from Antex upon the exercise of
a warrant granted to it in connection with the formation of the joint venture.
Because of the elapsed time from the date that SmithKline Beecham Biologicals
Manufacturing s.a. acquired the warrant, SmithKline Beecham Biologicals
Manufacturing s.a. can resell the shares of Antex common stock publicly
without registration of the shares under the Securities Act.
SmithKline Beecham Biologicals Manufacturing s.a. has agreed with
Antex that if, prior to May 6, 2006, it proposes to sell 5% or more of the
then outstanding shares of Antex common stock, it will first offer the shares
to Antex. SmithKline Beecham Biologicals Manufacturing s.a. and its affiliates
also have agreed that, for a period of ten years beginning on May 6, 1996,
they will not acquire, subject to several exceptions, any equity securities of
Antex if, as a result of the acquisition, they would own more than 28% of the
outstanding securities of the class of equity securities.
Combining the shares that SmithKline Beecham Biologicals
Manufacturing s.a. acquired in connection with the termination of the joint
venture with the remaining shares that it holds as the result of the warrant
exercise, SmithKline Beecham Biologicals Manufacturing s.a., as of January
16, 2001, owned approximately 12.7% of the outstanding shares of Antex
common stock. The number of shares owned by SmithKline Beecham Biologicals
Manufacturing s.a. after the completion of the sale of the shares offered by
SmithKline Beecham Biologicals Manufacturing s.a. under this prospectus will
depend on the extent of its sales of the shares acquired upon the exercise of
the warrant during the period prior to the completion of the sales offered by
SmithKline Beecham Biologicals Manufacturing s.a. under this prospectus.
Assuming no shares issued upon the exercise of the warrant are sold during
this period, SmithKline Beecham Biologicals Manufacturing s.a. would continue
to own approximately 6.1% of the outstanding shares of Antex common stock.
Currently, SmithKline Beecham plc, an affiliate of SmithKline Beecham
Corporation and SmithKline Beecham Biologicals Manufacturing s.a., holds an
exclusive, worldwide license to develop, make, use and sell any product
embodying or utilizing the intellectual property of Antex relating to
prophylactic or therapeutic human vaccines for five different infectious
agents, and is obligated to make certain milestone and royalty payments to
Antex in connection with the commercialization of one or more products. In
1998 and 1999, and for the nine-month period ended September 30, 2000, Antex
recognized revenues from SmithKline Beecham Corporation and its affiliates of
$3,847,977, $2,520,338, and $147,966, respectively, primarily for services
provided to the joint venture.
The following table sets forth, as of January 16, 2001, as to
SmithKline Beecham Biologicals Manufacturing s.a.:
- 16 -
<PAGE> 22
- the number of shares of Antex common stock held;
- the number of shares of Antex common stock being offered for sale
by means of this prospectus;
- the number of shares of Antex common stock held after completion of
the offering described in this prospectus, assuming that all shares
covered by this prospectus are sold in the offering; and
- the percentage of Antex common stock held after completion of the
offering described in this prospectus, assuming that all shares covered
by this prospectus are sold in the offering, to the extent the
percentage is greater than one percent.
<TABLE>
<CAPTION>
Number of Number of Shares Number of Shares Held Percentage Held
Shares Held Offered After Offering After Offering
----------- ------- -------------- --------------
<S> <C> <C> <C> <C>
SmithKline Beecham 1,390,392 719,052 671,340 6.1
Biologicals Manufacturing
s.a.
</TABLE>
The First Security Van Kasper Shares
In April 2000, Antex entered into an agreement with First Security
Van Kasper under which that company agreed to provide general financial
advisory services to Antex. In consideration, Antex has paid a one-time
retainer of $50,000, has issued to First Security Van Kasper a five-year
warrant to purchase 10,000 shares of Antex common stock at an exercise price
of $7.8125 per share, and would be required to pay to First Security Van
Kasper a success fee if Antex were to complete any of a number of various
transactions. Antex has been advised by First Security Van Kasper that, as of
January 16, 2001, it did not own any shares of Antex common stock. This
prospectus offers for sale the shares of Antex common stock that First
Security Van Kasper would acquire if it were to exercise the warrant.
The following table sets forth, as of January 16, 2001, as to First
Security Van Kasper:
- the number of shares of Antex common stock held;
- the number of shares of Antex common stock issuable upon exercise
of the warrant described in the preceding paragraph;
- the number of shares of Antex common stock being offered for sale
by means of this prospectus;
- the number of shares of Antex common stock held after completion of
the offering described in this prospectus, assuming that all shares
covered by this prospectus are sold in the offering; and
- 17 -
<PAGE> 23
- the percentage of Antex common stock held after completion of the
offering described in this prospectus, assuming that all shares covered
by this prospectus are sold in the offering, to the extent the
percentage is greater than one percent.
<TABLE>
<CAPTION>
Number of Shares
Issuable Upon
Exercise of Number of Shares Number of Shares
Number of Shares Held Warrant Offered Held After Offering
--------------------- ---------------- ---------------- -------------------
<S> <C> <C> <C> <C>
First Security Van Kasper 0 10,000 10,000 0
</TABLE>
PLAN OF DISTRIBUTION
Manner of Distribution by Selling Stockholders
The selling stockholders (which, for purposes of this discussion,
includes any pledgees or donees of the selling stockholders specifically
identified in this prospectus) may, but are not required, to sell their
shares, and may choose to sell shares at any time and from time to time. A
selling stockholder may elect to offer shares for sale through or to
securities dealers or securities brokers. If a dealer is used in the sale, the
selling stockholder will sell the shares to the dealer as principal and the
dealer may then resell the shares to the public at varying prices to be
determined by the dealer at the time of resale. If a broker is used in the
sale, the broker will resell the shares for the account of the selling
stockholder on a best efforts basis and will receive compensation in the form
of a commission from the selling stockholder. A selling stockholder also may
choose to sell shares directly to one or more purchasers in privately
negotiated transactions without the involvement of a broker or dealer.
The selling stockholders, and any dealers or brokers that participate
in the distribution of the shares, may be deemed "underwriters" as that term
is defined in the Securities Act, and any profit, discounts, commissions or
concessions they receive in connection with sales of the shares may be deemed
underwriting discounts and commissions under the Securities Act. Antex has
advised the selling stockholders that if their resale of the shares
constitutes a distribution within the meaning of the Securities Act, they must
comply with the requirements of the Securities Act, all applicable rules and
regulations under the Securities Act, and Regulation M under the Securities
Exchange Act.
Registration of Common Stock
In the Registration Rights Agreement entered into with the investors
in the private placement financing, Antex has undertaken to use its best
efforts to cause the Registration Statement to which this prospectus relates
to remain effective until all of the shares covered by this prospectus either
have been resold in a transaction that does not require the imposition of
resale restrictions on the shares or all of the selling stockholders can
resell their shares without registration in accordance with the provisions of
Rule 144(k) under the Securities Act. Antex
- 18 -
<PAGE> 24
has agreed to pay all fees, costs, and expenses incidental to registration of
the shares offered for sale by the private placement investors, except that
the private placement investors have agreed to pay any underwriting discounts
and commissions and transfer taxes incurred by them in connection with the
resale of their shares.
In the Amended and Restated Registration Rights Agreement entered
into with SmithKline Beecham Biologicals Manufacturing s.a., Antex has
undertaken to use its best efforts to cause the Registration Statement to
which this prospectus relates to remain effective. Antex will pay all fees,
costs, and expenses incidental to registration of the shares offered for sale
by SmithKline Beecham Biologicals Manufacturing s.a., except that SmithKline
Beecham Biologicals Manufacturing s.a. will pay any underwriting discounts and
commissions and transfer taxes incurred by it in connection with the resale of
its shares.
Under the terms of the warrant issued to First Security Van Kasper,
Antex has agreed, upon the request of First Security Van Kasper, to include in
any registration statement that Antex otherwise files the 10,000 shares
issuable upon the exercise of the warrant. Antex has received such a request
from First Security Van Kasper. As provided in the warrant, Antex is required
to use its best efforts to cause the Registration Statement to which this
prospectus relates to remain current for 180 days after it is declared
effective. Antex is responsible for all fees and expenses of the registration.
First Security Van Kasper is responsible for any broker's fees or other direct
marketing expenses.
Antex has agreed to indemnify the private placement selling
stockholders, SmithKline Beecham Biologicals Manufacturing s.a., and First
Security Van Kasper for certain liabilities and expenses, including certain
liabilities arising under the federal securities laws, should they arise.
LEGAL MATTERS
The validity of the securities offered by means of this prospectus
will be passed upon for Antex by Covington and Burling, Washington, D.C.,
counsel to Antex.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference to the Annual Report on Form 10-KSB for the year ended December 31,
1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given upon the authority of
said firm as experts in auditing and accounting.
- 19 -
<PAGE> 25
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized statement of the expenses expected to be
incurred in connection with the offer and sale of the shares of Common Stock
covered by this Registration Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission
Registration Fee ............................................ $ 8,228
Printing and Duplication Expenses ........................... 10,000
Legal Fees and Expenses ..................................... 45,000
Accounting Fees and Expenses ................................ 20,000
Miscellaneous ............................................... 5,000
Total ....................................... $ 88,228
</TABLE>
All expenses, except for the SEC registration fee, are estimates.
The selling stockholders will not bear any portion of the foregoing
expenses, but may pay fees in connection with the resale of the shares of
Common Stock to or through securities brokers and/or dealers in the form of
markups, markdowns, or commissions. The selling stockholders also will be
responsible for the fees and disbursements of counsel and accountants, if any,
retained by the selling stockholders, and any other fees and expenses not
expressly agreed to be borne by the Registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), Article Eighth of the Registrant's Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable to the Registrant or to its stockholders for monetary damages for
breach of fiduciary duty as a director other than (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit.
Section 145 of the DGCL provides that a corporation may, under
certain circumstances, indemnify its directors and officers against expenses,
judgments, fines, and amounts paid in
- II-1 -
<PAGE> 26
settlement, provided that such expenses have been actually and reasonably
incurred by the directors and officers by reason of their capacity as such.
Article Thirteenth of the Registrant's Certificate of Incorporation requires
the Registrant to indemnify, to the fullest extent permitted by the DGCL, as
amended from time to time, any person who is, was, or has agreed to become a
director or officer of the Registrant against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person.
The Registrant maintains, at its expense, a policy of insurance that
insures its directors and officers, subject to certain exclusions or
deductions that are usual in such insurance policies, against certain
liabilities that may be incurred in those capacities, including liabilities
arising under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No.
------
<S> <C>
4.1 Amended and Restated Registration Right Agreement,
dated September 13, 1999, between the Registrant and
SmithKline Beecham Biologicals Manufacturing s.a.*
4.2 Registration Rights Agreement, dated as of March 15,
2000, between the Registrant and each purchaser of
Units or recipient of Warrants **
4.3 Warrant Agreement, dated as of March 15, 2000,
between the Registrant and American Stock Transfer &
Trust Company, as warrant agent, with forms of Class
A Warrant, Class B Warrant, Class C Warrant and Class
D Warrant attached **
4.4 Certificate of the Designations, Voting Powers,
Preferences and Relative Participating, Optional and
Other Special Rights and Qualifications, Limitations
or Restrictions of Convertible Series A Preferred
Stock of the Registrant, dated March 15, 2000 **
5.1 Opinion of Covington & Burling ****
23.1 Consent of Covington & Burling, included in Exhibit
5.1****
23.2.1 Consent of PricewaterhouseCoopers LLP ***
24.1 Power of Attorney of Charles J. Coulter ****
24.2 Power of Attorney of Robert L. Curry ****
24.3 Power of Attorney of Donald G. Stark ****
</TABLE>
- II-2 -
<PAGE> 27
--------------------
* Incorporated by reference to the Registrant's Current Report
on Form 8-K, filed October 28, 1999.
** Incorporated by reference to the Registrant's Current Report
on Form 8-K, filed on March 22, 2000.
*** Filed herewith.
**** Previously filed.
ITEM 17. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) to file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:
(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 which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424 (b) if, in the
aggregate, the changes in the volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 and Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed the initial bona fide
offering thereof.
- II-3 -
<PAGE> 28
(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.
(4) that, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the Registrant's charter
documents, 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 Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
- II-4 -
<PAGE> 29
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 of 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 Gaithersburg, State of Maryland on
January 16, 2001.
Antex Biologics Inc.
By: /s/ V.M.Esposito
----------------
V.M. Esposito
Chairman 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 and on the dates indicated. Each person whose signature appears
below constitutes and appoints V.M. Esposito and Gregory C. Zakarian, and each
of them, as his true and lawful attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the person might or could do in person, hereby ratifying and
confirming what each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE DATE
<S> <C>
/s/ V.M. Esposito January 16, 2001
-----------------
V.M. Esposito
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Gregory C. Zakarian January 16, 2001
-----------------------
Gregory C. Zakarian
Treasurer and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
</TABLE>
- S-1 -
<PAGE> 30
<TABLE>
<S> <C>
* January 16, 2001
-------------------
Charles J. Coulter
Director
* January 16, 2001
---------------
Robert L. Curry
Director
* January 16, 2001
---------------
Donald G. Stark
Director
</TABLE>
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of the above-indicated directors of the
Registrant pursuant to a power of attorney signed by such director.
/s/ Gregory C. Zakarian
-----------------------
Gregory C. Zakarian
- S-2 -
<PAGE> 31
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE NO.
------- --------
<S> <C>
23.2.1 Consent of PricewaterhouseCoopers LLP
</TABLE>
