<PAGE> 1
As filed with the Securities and Exchange Commission on February 5, 1998
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ORAVAX, INC.
(Exact name of registrant as specified in its charter)
----------------------
DELAWARE 04-3085209
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
38 SIDNEY STREET
CAMBRIDGE, MASSACHUSETTS 02139
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
----------------------
LANCE K. GORDON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ORAVAX, INC.
38 SIDNEY STREET
CAMBRIDGE, MASSACHUSETTS 02139
(617) 494-1339
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
COPY TO:
JOHN M. WESTCOTT, JR., ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM TIME
TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE> 2
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, 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. [ ] 333-_______.
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. [ ] 333-__________.
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Title of Each Class of Amount Maximum Maximum
Securities to be Registered to be Offering Price Aggregate Amount of
Registered Per Share(1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share........ 7,294,737 shares $2.25 $16,413,159 $4,842
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act and based upon the
average of the high and low prices on the Nasdaq National Market on
January 29, 1998.
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
SHALL DETERMINE.
================================================================================
<PAGE> 3
PROSPECTUS
7,294,737 Shares
ORAVAX, INC.
Common Stock
---------------------
This Prospectus covers the resale of up to 7,294,737 shares of Common
Stock, $0.001 par value per share (the "Common Stock") of OraVax, Inc. ("OraVax"
or the "Company") by certain stockholders of the Company (the "Selling
Stockholders"). See "Selling Stockholders." 6,631,579 of the shares of Common
Stock covered by this Prospectus may be issuable to the Selling Stockholders
upon conversion of shares of the Series 6% Convertible Preferred Stock, $.001
par value per share ("6% Convertible Preferred Stock"), of the Company which
were issued to the Selling Stockholders pursuant to the several Preferred Stock
Investment Agreements between the Company and the Selling Stockholders, each
dated as of December 23, 1997 (collectively, the "Investment Agreement"). The
remaining 663,158 shares of Common Stock may be issuable to Selling Stockholders
who received certain warrants to acquire 6% Convertible Preferred Stock in
connection with the services of Cappello Capital Corporation as placement agent.
All of the shares offered hereunder are to be sold by the Selling Stockholders.
The Company will not receive any of the proceeds from the sale of the shares by
the Selling Stockholders.
The shares covered by this Prospectus represent 200% of the number of
shares that may be issued as of the date of this Prospectus based upon a
conversion price of $2.00 per share. The actual number of shares of Common Stock
offered hereby is subject to adjustment and could be materially less or more
than the estimated amount indicated depending upon factors which cannot be
predicted by the Company at this time, including, among others, market prices
prevailing at the actual date of conversion. This presentation is not intended
to constitute a prediction as to the future market price of the Common Stock or
as to when Selling Stockholders will elect to convert shares of 6% Convertible
Preferred Stock and the 6% Convertible Preferred Stock Warrants issued in the
1997 Private Placement.
The Selling Stockholders may from time to time sell the shares covered
by this Prospectus on the Nasdaq National Market in ordinary brokerage
transactions, in negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution." The Common Stock is traded on the Nasdaq National Market under
the symbol "ORVX".
----------------------
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is __________, 1998.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission
pursuant to the informational requirements of the Exchange Act may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the
Commission's regional offices located at Seven World Trade Center, Suite 1300,
New York, New York 10048, and at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials also may be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, the Company is required
to file electronic versions of these documents through the Commission's
Electronic Data Gathering, Analysis and Retrieval system (EDGAR). The Commission
maintains a World Wide Web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The Common Stock of the Company is
traded on the Nasdaq National Market. Reports and other information concerning
the Company may be inspected at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments, supplements, exhibits and schedules
thereto, the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, as certain items are omitted in accordance
with the rules and regulations of the Commission. For further information
pertaining to the Company and the shares of Common Stock offered hereby,
reference is made to the Registration Statement. Statements contained in this
Prospectus regarding the contents of any agreement or other document are not
necessarily complete, and in each instance reference is made to the copy of such
agreement or document filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference. The
Registration Statement, including all exhibits and schedules thereto, may be
inspected without charge at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of all or any part thereof may be
obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996, as filed with the Commission
on March 31, 1997;
(ii) The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1997, June 30, 1997
and September 30, 1997, as filed with the Commission
on May 12, 1997, August 14, 1997 and November 12,
1997, respectively;
(iii) The Company's Current Reports on Form 8-K, dated
April 2, 1997 and December 23, 1997, as filed with
the Commission on April 11, 1997 and January 21,
1998, respectively; and
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<PAGE> 5
(iv) The Company's Registration Statement on Form 8-A
registering the Common Stock under Section 12(g) of
the Exchange Act, as filed with the Commission on May
8, 1995.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering of the Common Stock
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). All such requests shall be
directed to: OraVax, Inc., 38 Sidney Street, Cambridge, Massachusetts 02139,
Attention: Vice President, Finance and Administration, Telephone: (617)
494-1339.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this Prospectus and in the documents incorporated
herein constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 2B of the Exchange Act. For this purpose, any
statements contained herein or incorporated herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "plans," "expects" and similar expressions
are intended to identify forward-looking statements. There are a number of
important factors that could cause the results of the Company to differ
materially from those indicated by such forward-looking statements. These
factors include those set forth in "Risk Factors" herein.
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<PAGE> 6
THE COMPANY
OraVax, Inc. ("OraVax" or the "Company") is a leader in the
discovery and development of oral vaccines and non-injected antibody products to
prevent or treat diseases which infect the human body at its mucosal surfaces.
Most bacteria and viral infections attack the body at its mucosal surfaces.
These surfaces include the linings of the gastrointestinal, respiratory and
genitourinary tracts and the surface of the eyes, an exposed surface area of
over 3,600 square feet in the average adult. Consequently, the largest part of
the body's immune system is at the mucosal surface and forms an important first
line of defense against disease. OraVax was founded to pursue drug discovery and
development utilizing the mucosal immune system. The Company has developed
proprietary technology and accumulated valuable expertise in the exploitation of
the mucosal immune system for drug discovery and development OraVax believes
oral vaccines and non-injected antibody products that provide immunity at
mucosal surfaces offer a number of important clinical and commercial advantages
relative to injected products, including greater clinical efficacy, a higher
level of safety, lower costs of administration and improved patient compliance.
The Company was incorporated in Delaware in 1990 and has its principal
offices and laboratories at 38 Sidney Street, Cambridge, Massachusetts
(telephone: 617-494-1339).
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<PAGE> 7
RISK FACTORS
The shares of Common Stock offered hereby include a high degree of
risk. The following risk factors should be considered carefully in addition to
the other information included or incorporated by reference in this Prospectus
before purchasing the Shares offered hereby.
Early Stage of Product Development. The products under development by
the Company will require significant additional research and development
efforts, including extensive clinical testing and regulatory approval, prior to
commercial use. The Company's potential products are subject to the risks of
failure inherent in the development of pharmaceutical products based on new
technologies. These risks include the possibilities that the Company's
therapeutic approach will not be successful, that any or all of the Company's
potential products will be found to be unsafe, ineffective, toxic or otherwise
fail to meet applicable regulatory standards or receive necessary regulatory
clearances, that the potential products, if safe and effective, will be
difficult to develop into commercially viable products, to manufacture on a
large scale or be uneconomical to market, that proprietary rights of competitors
or other parties will preclude the Company from marketing such products; or that
competitors or other parties will market superior or equivalent products.
Future Capital Needs. In addition, the Company will require substantial
additional funds in order to continue its research and development programs,
preclinical and clinical testing of its product candidates and to conduct full
scale manufacturing and marketing of any pharmaceutical products that may be
developed. The Company's capital requirements depend on numerous factors,
including but not limited to the progress of its research and development
programs, the progress of preclinical and clinical testing, the time and costs
involved in obtaining regulatory approvals, the cost of filing, prosecuting,
defending and enforcing any patent claims and other intellectual property
rights, competing technological and market developments, changes in the
Company's existing research relationships, the ability of the Company to
establish collaborative arrangements, the development of commercialization
activities and arrangements, and the purchase of additional facilities and
capital equipment. Based upon its current plans, the Company believes that it
has sufficient funds to fund the Company's operating expenses and meet its
capital requirements through the fourth quarter of 1998. There can be no
assurance, however, that changes in the Company's research and development
plans, acquisitions or other events affecting the Company's operations will not
result in accelerated or unexpected expenditures. Thereafter, the Company will
need to raise substantial additional capital to fund its operations. There can
be no assurance, however, that additional financing will be available, or if
available, will be available on acceptable or affordable terms.
Manufacturing Limitations. At present, the Company's ability to
manufacture its products is limited to clinical trial quantities. The Company
does not have the capability to manufacture commercial quantities of products.
The Company's long-term strategy is to develop manufacturing facilities for
producing both pilot-scale and commercial quantities of its products. To ensure
compliance with current Good Manufacturing Practices ("cGMP") imposed by the
FDA, OraVax will need to establish sufficient technical staff to oversee all
product operations, including quality control, quality assurance, technical
support and manufacturing management. The Company may enter into arrangements
with contract manufacturing companies to expand its own production capacity in
order to meet requirements for its product candidates. If the Company chooses to
contract for manufacturing services and encounters delays or difficulties in
establishing relationships with manufacturers to produce, package and distribute
its finished pharmaceutical or other medical products (if any), clinical trials,
market introduction and subsequent sales of such products would be adversely
affected. Moreover, contract manufacturers must operate in compliance with cGMP.
The Company's potential dependence upon third parties for the manufacture of its
products may adversely affect the Company's profit margins and its ability to
develop and deliver such products on a timely and competitive basis.
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<PAGE> 8
Risks Associated with Collaborative Arrangements. The Company's product
development strategy may require the Company to enter into various additional
arrangements with corporate, government and academic collaborators, licensors,
licensees and others. Therefore, the Company may be dependent upon the
subsequent success of these outside parties in performing their
responsibilities. There can be no assurance that the Company will be able to
establish additional collaborative arrangements or license agreements that the
Company deems necessary or acceptable to develop and commercialize its potential
pharmaceutical products or that such collaborative arrangements or license
agreements will be successful.
Patent and Proprietary Rights. The Company seeks to protect its trade
secrets and proprietary know-how, in part, through confidentiality agreements
with its employees, consultants, advisors and collaborators. There can be no
assurance that these agreements will not be violated by the other parties, that
OraVax will have adequate remedies for any breach, or that the Company's trade
secrets will not otherwise become known or be independently developed by
competitors. Certain of the technology that may be used in the products of
OraVax is not covered by any patent applications relating to the Company's
product candidates will result in patents being issued. Moreover, there can be
no assurance that any such patents will afford protection against competitors
with similar technology. There may be pending or issued third-party patents
relating to the product candidates of OraVax. OraVax may need to acquire
licenses to, or to contest validity of, any such third party patents. It is
likely that significant funds would be required to defend any claim that OraVax
infringes a third-party patent, and any such claim could adversely affect sales
of the challenged product of OraVax until the claim is resolved. There can be no
assurance that any license required under any such patent would be made
available.
Government Regulation. The rigorous preclinical and clinical testing
requirements and regulatory approval process of the FDA and of foreign
regulatory authorities can take a number of years and require the expenditure of
substantial resources. The Company has limited experience in conducting and
managing preclinical and clinical testing necessary to obtain government
approvals. There can be no assurance that the Company will be able to obtain the
necessary approvals for clinical testing or for the manufacturing and marketing
of any products that it develops. Additional government regulation may be
established that could prevent or delay regulatory approval of the Company's
product candidates. Delays in obtaining regulatory approvals would adversely
affect the marketing of any products developed by the Company and the Company's
ability to receive product revenues or royalties. If regulatory approval of a
potential product is granted, such approval may include significant limitations
on the indications for which such product may be marketed. Even if initial
regulatory approvals for the Company's product candidates are obtained, the
Company, its products and its manufacturing facilities are subject to continual
review and periodic inspection. The regulatory standards for manufacturing are
applied stringently by the FDA. Discovery of previously unknown problems with a
product, manufacturer or facility may result in restrictions on such product or
manufacturer or facility, including warning letters, fines, suspensions of
regulatory approvals, product recalls, operating restrictions, delays in
obtaining new product approvals, product recalls, operating restrictions, delays
in obtaining new product approvals, withdrawal of the product from the market,
and criminal prosecution. Other violations of FDA requirements can result in
similar penalties.
Uncertainty of Third-Party Reimbursement. Government and other
third-party payers are increasingly attempting to contain healthcare costs by
limiting both coverage and the level of reimbursement for new products approved
for marketing by the FDA and by refusing, in some cases, to provide any coverage
for uses of approved products for disease indications for which the FDA has not
granted marketing approval. If adequate coverage and reimbursement levels are
not provided by government and third party payers for uses of the Company's
products, the market acceptance of these products would be adversely affected.
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<PAGE> 9
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders.
THE PURCHASE AGREEMENTS
PREFERRED STOCK PRIVATE PLACEMENT
General
On December 23, 1997, the Company completed a private placement (the
"1997 Private Placement") of 6,300 shares of Convertible Preferred Stock
pursuant to which it received gross proceeds of $6.3 million. The securities
issuances related to the 1997 Private Placement (including shares of Common
Stock issuable upon conversion of shares of Convertible Preferred Stock) are
referred to herein as the "1997 Private Placement Issuances." All of the
securities sold in the 1997 Private Placement were sold in private placements
solely to accredited investors under the Securities Act.
Summary of Transaction Terms
Set forth below is a summary of the material terms of the 1997 Private
Placement, which summary is qualified by reference to the full text of the
underlying documents which have been previously filed as exhibits to the
Company's Current Report on Form 8-K dated as of December 23, 1997.
Pursuant to the terms of the Investment Agreements, the Company issued
and sold in a private placement to certain accredited investors for $1,000 per
share an aggregate of 6,300 shares of Convertible Preferred Stock, resulting in
gross proceeds to the Company of $6.3 million in the aggregate.
Each share of Convertible Preferred Stock is entitled to receive
cumulative dividends at the rate of $60.00 per share per annum, payable in
shares of Convertible Preferred Stock valued at $1,000 per share, when and as
declared by the Company's Board of Directors. Such dividends accrue from day to
day whether or not earned or declared. Each share of Convertible Preferred Stock
is also entitled to a liquidation preference of $1,000 per share, plus any
accrued but unpaid dividends and any amounts owing as a result of a failure by
the Company to file an effective registration statement within the prescribed
period (see discussion below), in preference to any other class or series of
capital stock of the Company. Except to determine whether such stock is entitled
to its liquidation preference under certain circumstances, and as provided by
applicable law, holders of shares of Convertible Preferred Stock have no voting
rights.
Commencing on March 23, 1998, at least 20% and up to 50% (depending
upon the price at which the Common Stock is trading) of the number of shares of
Convertible Preferred Stock held of record by each holder on such day will
become convertible into shares of Common Stock, and thereafter on the same day
in successive months additional shares of Convertible Preferred Stock will
become convertible (with the additional amount varying from 20% to 50% of the
number of shares of Convertible Preferred Stock held of record by such holder on
such day depending upon the price at which the Common Stock is trading). On
December 23, 2002, all outstanding shares of Convertible Preferred Stock will
automatically be converted into Common Stock.
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<PAGE> 10
The number of shares of Common Stock issuable upon conversion of shares
of Convertible Preferred Stock will equal the liquidation preference of the
shares being converted divided by the then-effective conversion price applicable
to the Convertible Preferred Stock (the "Conversion Price"). The Conversion
Price as of any date after March 23, 1998 will be the lowest trading price of
the Common Stock during the 22 consecutive trading days immediately preceding
the date of conversion reduced by the Applicable Percentage described below. The
"Applicable Percentage", which is dependent upon the time elapsed after the date
of issuance to the date of measurement, will be 5.000% starting on the first day
of the fourth month and will increase in the subsequent 14 months to 6.125%,
7.250%, 8.375%, 9.500%, 10.625%, 11.750%, 12.875%, 14.000%, 15.125%, 16.250%,
17.375%, 18.500%, 19.750% and 21.000%, respectively. At any date after the first
day of the eighteenth month after the date of issuance, the Conversion Price
will be the lesser of (i) 79% of the average of the daily low trading prices of
the Common Stock for the eighteenth month, (ii) 79% of the average of the daily
low trading prices of the Common Stock for the twenty-fourth month, and (iii)
79% of the average of the daily low trade prices of the Common Stock for the
thirtieth month (the "Conversion Cap"). The Conversion Price is at all times
also subject to customary anti-dilution adjustment for events such as stock
splits, stock dividends, reorganizations and certain mergers affecting the
Common Stock. No holder of Convertible Preferred Stock will be entitled to
convert any share of Convertible Preferred Stock into shares of Common Stock if,
following such conversion, the holder and its affiliates (within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will be
the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of 10%
or more of the outstanding shares of Common Stock.
In addition, following conversion of the Convertible Preferred Stock
into shares of Common Stock, the holders of such shares of Common Stock have
agreed to be limited on resales of such shares on any trading day to the greater
of (i) 10% of the average daily trading volume of the Common Stock for the five
trading days preceding any such sale, (ii) 4,000 shares, and (iii) 10% of the
trading volume of the Common Stock on the date of any such sale. Further, upon
proper notice the Company has the right, if the Conversion Price falls below a
price designated by the Company, and subject to certain other conditions, to
honor any conversion request by a cash payment in lieu of the issuance of Common
Stock in an amount equal to the proceeds which would otherwise have been
received by the holder if conversion were in fact made into shares of Common
Stock and such shares were sold at the high trade price on the date of
conversion (the "Green Floor").
The Company is not obligated to issue, in the aggregate, more than
2,016,163 shares of Common Stock if issuance of a larger number of shares would
constitute a breach of the rules (the "NASD Rules") of the National Association
of Securities Dealers, Inc., including the stockholder approval rules of Nasdaq
described above. If stockholder approval is not received prior to March 15,
1998, the Company will be obligated to redeem on or before March 30, 1998, at a
premium price, a sufficient number of shares of Convertible Preferred Stock
which, in the Company's reasonable judgment, will permit conversion of the
remaining shares of Convertible Preferred Stock without breaching the NASD
Rules. Any delay in payment will cause such redemption amount to accrue interest
at the rate of 0.05% per day until paid. Subject to this requirement to effect a
special redemption of the Convertible Preferred Stock, the Company has informed
Nasdaq that it will exercise the Green Floor with respect to any issuance of
Common Stock upon conversion of any shares of Convertible Preferred Stock which
would otherwise constitute a breach of the NASD Rules.
The Company has agreed to register the shares of Common Stock issuable
upon conversion of the Convertible Preferred Stock for resale under the
Securities Act no later than March 23, 1998. Any delay in having the related
registration statement declared effective by the Commission beyond the
applicable period, or any unavailability to the holders of Convertible Preferred
Stock of a current prospectus after such period, will require the Company to pay
to the holders, in cash, 3% of the total
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<PAGE> 11
purchase price of the Convertible Preferred Stock, or $189,000 in the aggregate,
for each 30-day period of the delay (pro rated for any shorter period).
The placement agent for the issuances described above was Cappello
Capital Corp. (the "Placement Agent"). In consideration for placing such
securities, the Placement Agent received aggregate cash compensation of 8.5% of
the gross proceeds received by the Company, or $563,000. Further, the Company
also agreed to issue to the Placement Agent 6% Convertible Preferred Stock
Warrants to acquire an aggregate of 630 shares of 6% Convertible Preferred Stock
for a purchase price of $1,000 per share (subject to the same anti-dilution
protections as are applicable to the 6% Convertible Preferred Stock). Such
warrants will be exercisable for a period of five years for shares of 6%
Convertible Preferred Stock. The Company is obligated to register the shares of
Common Stock issuable upon exercise and conversion of the Placement Agent
warrants for resale under the Securities Act, and is doing so herein. The
Placement Agent will retain its compensation whether or not the required
shareholder approval of the 1997 Private Placement Issuances is obtained.
Stockholder Approval
The Company intends to seek the approval of its stockholders of the
1997 Private Placement Issuance to satisfy certain stockholder approval
requirements contained in the Company's agreements with Nasdaq and with the
holders of 6% Convertible Preferred Stock. It is presently expected that this
approval will be sought at a special meeting of Stockholders to be held on March
10, 1998.
THE SELLING STOCKHOLDERS
The following table sets forth the name and the number of shares of
Common Stock beneficially owned by each of the Selling Stockholders as of the
date of this Prospectus, the number of the shares to be offered by each of the
Selling Stockholders and the number and percentage of shares to be owned
beneficially by each of the Selling Stockholders if all of the shares offered
hereby by the Selling Stockholders are sold as described herein.
<TABLE>
<CAPTION>
Percentage of
Number of Shares of Number of Shares Shares of
Common Stock Number of Shares of Common Stock Common
Name of Beneficially Owned of Common Stock Beneficially Owned Stock Owned
Selling Stockholder Prior to Offering(1) Offered Hereby After Offering(1) After Offering
------------------- --------------------- ---------------- ------------------ --------------
<S> <C> <C> <C> <C>
KA INVESTMENTS 1,052,631 1,052,631 -- --
ProFutures Special
Equities Fund, L.P. 789,473 789,473 -- --
Deere Park Capital
Management, Inc.
(as Nominee) 526,316 526,316 -- --
Linda S. Cappello 403,158 403,158 -- --
Steven Amos 315,789 315,789 -- --
Leonardo, L.P. 315,789 315,789 -- --
</TABLE>
-9-
<PAGE> 12
<TABLE>
<S> <C> <C> <C> <C>
Marcy Polier 315,789 315,789 -- --
Gerard K. Cappello 304,210 304,210 -- --
Anvil Investment
Partners, L.P. 263,158 263,158 -- --
ELARA Ltd. 263,158 263,158 -- --
OTATO LIMITED
PARTNERSHIP 263,158 263,158 -- --
Paul Rajewski 263,158 263,158 -- --
Marcy Polier, Trustee
Marcy Polier Living
Trust 210,526 210,526 -- --
Lawrence K. Fleischman 166,316 166,316 -- --
Licap Partners 157,895 157,895 -- --
Smart Technology
Ventures I, LLC 157,895 157,895 -- --
Peter J. Cocoziello 105,263 105,263 -- --
Earl E. Gales, Jr. 105,263 105,263 -- --
Cristina C. Garcia
(IRA) 105,263 105,263 -- --
Teresa I. Grove,
Trustee, J.F. Grove
III GRAT #2 105,263 105,263 -- --
Laredo Capital
Partners 105,263 105,263 -- --
AG Super Fund
International
Partners, L.P. 52,632 52,632 -- --
GAM Arbitrage
Investments, Inc. 52,632 52,632 -- --
Charles B. Krusen 52,632 52,632 -- --
Ronald H. Means 52,632 52,632 -- --
Ramius Fund, Ltd. 52,632 52,632 -- --
Raphael, L.P. 52,632 52,632 -- --
Alfred Romano 52,632 52,632 -- --
John M. Bendheim, Jr. 26,316 26,316 -- --
</TABLE>
-10-
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C>
Lisa G. Shine 26,316 26,316 -- --
Loretta Hirsh Shine 26,316 26,316 -- --
Kenneth L. Staub,
Trustee Kenneth L.
Staub Trust dated
5/9/90 26,316 26,316 -- --
</TABLE>
-----------------------
(1) Such beneficial ownership represents an estimate of the number of
shares of Common Stock issuable upon the conversion of shares of 6%
Convertible Preferred Stock beneficially owned by such person (either
directly or through the exercise of 6% Convertible Preferred Stock
Warrants), assuming a price of $2.00 per share of Common Stock was used
to determine the number of shares of Common Stock issuable upon
conversion. The actual number of shares of Common Stock offered hereby
is subject to adjustment and could by materially less or more than the
estimated amount indicated depending upon factors which cannot be
predicted by the Company at this time, including, among others,
application of the conversion provisions based on market prices
prevailing at the actual date of conversion. In order to calculate the
number of shares of 6% Convertible Preferred Stock or 6% Convertible
Preferred Stock Warrants to purchase such shares beneficially held,
multiply the amount included in the column captioned "Number of Shares
of Common Stock Beneficially Owned Prior to Offering" by 0.00095. This
presentation is not intended to constitute a prediction as to the
future market price of the Common Stock or as to when Selling
Stockholders will elect to convert shares of 6% Convertible Preferred
Stock and the 6% Convertible Preferred Stock Warrants issued in the
1997 Private Placement.
-11-
<PAGE> 14
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made in the over-the-counter
market or otherwise, at prices related to the then current market price or in
negotiated transactions, including pursuant to an underwritten offering or one
or more of the following methods: (a) purchases by a broker-dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus;
(b) ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and (c) block trades in which the broker-dealer so engaged
will attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction. The Company has been
advised by the Selling Stockholders that they have not made any arrangements
relating to the distribution of the shares covered by this Prospectus. In
effecting sales, broker-dealers engaged by the Selling Stockholders may arrange
for other broker-dealers to participate. Broker-dealers will receive commissions
or discounts from the Selling Stockholders in amounts to be negotiated
immediately prior to the sale. The Investment Agreement provides that the
Company will indemnify the Selling Stockholders against certain liabilities,
including liabilities under the Securities Act.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profits realized by the Selling Stockholders and the compensation
of such broker-dealer may be deemed to be underwriting discounts and
commissions.
The Company has advised the Selling Stockholders that during such time
as they may be engaged in a distribution of Common Stock included herein they
are required to comply with Rules 10b-6 and 10b-7 under the Exchange Act and, in
connection therewith, that they may not engage in any stabilization activity in
connection with the Company's securities, are required to furnish to each
broker-dealer through which Common Stock included herein may be offered copies
of this Prospectus, and may not bid for or purchase any securities of the
Company or attempt to induce any person to purchase any securities of the
Company except as permitted under the Exchange Act. The Selling Stockholders
have agreed to inform the Company when the distribution of the shares of Common
Stock offered hereby is completed.
Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
This offering will terminate on the date on which all shares offered
hereby have been sold by the Selling Stockholders.
-12-
<PAGE> 15
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1995
and 1996 and the consolidated statements of operations, stockholders' equity
(deficit) and cash flows for each of the three years in the period ended
December 31, 1996, all appearing in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 have been audited by Coopers & Lybrand
L.L.P., independent accountants, as set forth in their report thereon included
therein and incorporated herein by reference and are so incorporated herein by
reference in reliance upon such firm given upon their authority as experts in
accounting and auditing.
-13-
<PAGE> 16
================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION OF AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE HEREOF.
---------------
TABLE OF CONTENTS
PAGE
----
Available Information ................................................. 3
Incorporation of Certain Documents By Reference ....................... 3
Special Note Regarding Forward-Lookng Information ..................... 4
The Company ........................................................... 5
Risk Factors .......................................................... 6
Use of Proceeds ....................................................... 17
The Purchase Agreements ............................................... 17
The Selling Stockholders .............................................. 19
Plan of Distribution .................................................. 12
Legal Matters ......................................................... 13
Experts ............................................................... 13
---------------
================================================================================
================================================================================
ORAVAX, INC.
7,294,737 SHARES
COMMON STOCK
----------
PROSPECTUS
----------
_________, 1998
================================================================================
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by the Company. All amounts shown are
estimates except the Securities and Exchange Commission registration fee.
Filing Fee - Securities and Exchange $ 4,842
Commission
Legal fees and expenses of the $ 5,000
Company
Accounting fees and expenses $ 5,000
Blue Sky fees and expenses --
Printing expenses --
Miscellaneous expenses $ 158
Total Expenses $15,000
II-1
<PAGE> 18
Item 15. Indemnification of Directors and Officers.
Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") provides that no
director of the Registrant shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty.
Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that a director or officer of the Registrant (a) shall be indemnified
by the Registrant against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any litigation
or other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.
Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.
Article NINTH of the Registrant's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers the Registrant
must indemnify those persons to the fullest extent permitted by such law as so
amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
The Company maintains a general liability insurance policy which covers
certain liabilities of directors and officers of the Company arising out of
claims based on acts or omissions in their capacities as directors or officers.
II-2
<PAGE> 19
ITEM 16. LIST OF EXHIBITS.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP, included in Exhibit 5 filed herewith.
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (See page II-5 of this Registration Statement).
- ------------------
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any derivation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the Registration Statement;
and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new
II-3
<PAGE> 20
registration statement relating to the securities offered therein and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the indemnification provisions described herein, or
otherwise, the Company 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 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue.
II-4
<PAGE> 21
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 Cambridge, Commonwealth of Massachusetts, on this
30th day of January, 1998.
ORAVAX, INC.
By: /s/ Lance K. Gordon
--------------------------------------
Lance K. Gordon
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of OraVax, Inc., hereby
severally constitute Lance K. Gordon and John M. Westcott, Jr., and each of them
singly, our true and lawful attorneys with full power to any of them, and to
each of them singly, to sign for us and in our names in the capacities indicated
below the Registration Statement on Form S-3 filed herewith and any and all
pre-effective and post-effective amendments to said Registration Statement and
generally to do all such things in our name and behalf in our capacities as
officers and directors to enable Renaissance Solutions, Inc. to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
II-5
<PAGE> 22
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Lance K. Gordon President, Chief Executive Officer and January 30, 1998
- ------------------------------ Director (Principal Executive Officer
Lance K. Gordon and Principal Financial and
Accounting Officer)
/s/ C. Boyd Clarke Director January 30, 1998
- ------------------------------
C. Boyd Clarke
/s/ Andre L. Lamotte Director January 30, 1998
- ------------------------------
Andre L. Lamotte
/s/ Douglas MacMaster Director January 30, 1998
- ------------------------------
Douglas MacMaster
/s/ Allen Misher Director January 30, 1998
- ------------------------------
Allen Misher
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5
---------
HALE AND DORR LLP
60 State Street
Boston, MA 02109
February 5, 1998
OraVax, Inc.
38 Sidney Street
Cambridge, MA 02139
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to 7,294,737 shares (the "Shares") of common stock,
$.001 par value per share, of OraVax, Inc., a Delaware corporation (the
"Company"). The Registration Statement has been filed to cover the resale of the
Shares by certain accredited investors under the several Preferred Stock
Investment Agreements between the Company and each of such accredited investors
(collectively, the "Agreement").
We have examined the Second Amended and Restated Certificate of
Incorporation and the Amended and Restated By-Laws of the Company and all
amendments thereto and have examined and relied on the originals, or copies
certified to our satisfaction, of such records of meetings, written actions in
lieu of meetings, or resolutions adopted at meetings, of the directors and
stockholders of the Company, all as provided to us by the Company, and such
other documents and instruments as in our judgment are necessary or appropriate
to enable us to render the opinions expressed below.
In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to the originals of all documents submitted
to us as certified or photostatic copies, (iii) the authenticity of the
originals of the latter documents, and (iv) the legal competence of all
signatures to such documents.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
non-assessable.
It is our understanding that this opinion is to be used only in
connection with the offer and sale of the Shares while the Registration
Statement is in effect.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE> 1
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
OraVax, Inc. on Form S-3 to register 7,294,737 shares of common stock of our
report dated February 7, 1997, on our audits of the consolidated financial
statements of OraVax, Inc. as of December 31, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996, which report is included in
the Annual Report on Form 10-K of OraVax, Inc. for the year ended December 31,
1996.
We also consent to the incorporation by reference in this registration
statement of our report, dated March 28, 1997, on our audits of the combined
financial statements of OraVax Merieux Co. and Merieux OraVax Co. Partnerships
as of December 31, 1996 and 1995 and for the year ended December 31, 1996 and
for the period from March 31, 1995 (date of inception) to December 31, 1995,
which report is included in the Annual Report on Form 10-K of OraVax, Inc. for
the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
---------------------------------
Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 5, 1998
