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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
ORAVAX, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
68554 R 10 7
(CUSIP Number)
DR. JOHN BROWN
CHIEF EXECUTIVE
PEPTIDE THERAPEUTICS GROUP PLC
321 CAMBRIDGE SCIENCE PARK, MILTON ROAD
CAMBRIDGE CB4 4WG, ENGLAND
011-44-1223-423-333
with a copy to:
MICHAEL LYTTON, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MA 02110
(617) 573-0100
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications)
JANUARY 4, 1999
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. /__/
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 68554 R 10 7 13D Page 2 of 6 pages
1. NAME OF REPORTING PERSON
Peptide Therapeutics Group PLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2 (d) OR 2 (e) /__/
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
7. SOLE VOTING POWER
Number of 2,193,537(1)
Shares
Beneficially 8. SHARED VOTING POWER
Owned By
Each 0(2)
Reporting
Person 9. SOLE DISPOSITIVE POWER
2,193,537(1)
10. SHARED DISPOSITIVE POWER
0(2)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,193,537(1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/__/
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14. TYPE OF REPORTING PERSON
CO
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1 See Items 3 and 4.
2 See Item 6.
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CUSIP No. 68554 R 107 13D Page 3 of 6 Pages
1 See Items 3 and 4.
2 See Item 6.
1. NAME OF REPORTING PERSON
Orange Acquisition Corp.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2 (d) OR 2 (e) /__/
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
Number of
Shares 2,193,537(1)
Beneficially
Owned By 8. SHARED VOTING POWER
Each
Reporting 0(2)
Person
9. SOLE DISPOSITIVE POWER
2,193,537(1)
10. SHARED DISPOSITIVE POWER
0(2)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,193,537(1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/__/
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14. TYPE OF REPORTING PERSON
CO
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1 See Items 3 and 4.
2 See Item 6.
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CUSIP No. 68554 R 107 13D Page 4 of 6 Pages
This Amendment No.1 amends and supplements the Statement on Schedule
13D (the "Original Statement") filed by Peptide Therapeutics Group PLC
("Peptide") and Orange Acquisition Corp. ("Orange Sub" and together with Peptide
the "Purchaser") with the United States Securities and Exchange Commission on
November 20, 1998. Except as set forth below, there are no changes to the
information set forth in the Original Statement. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Original Statement.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by replacing the third paragraph with the following
paragraph:
Simultaneous with the execution of the Merger Agreement, Purchaser
purchased the 2,584 shares of Convertible Preferred Stock from third parties.
The 2,584 shares represented approximately 95% of the outstanding Convertible
Preferred Stock, which, on January 4, 1999, would have been convertible into
8,954,344 shares of OraVax Common Stock but for a restriction contained in the
terms of the Convertible Preferred Stock that prohibits the conversion of any
share of Convertible Preferred Stock if it would result in the holder becoming
the beneficial owner of 10% or more of OraVax Common Stock. On January 4, 1999,
the Purchaser converted 633 shares of Convertible Preferred Stock into 2,193,537
shares of OraVax Common Stock, which was 9.9% of the 21,953,040 shares of OraVax
Common Stock outstanding after the conversion. Upon completion of the merger the
shares of Convertible Preferred Stock held by Purchaser will be retired.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 is amended by replacing the first and second paragraphs with the
following paragraphs:
(a) and (b) Orange Sub beneficially owns approximately 2,193,537 shares
or 9.9% of the outstanding shares of OraVax Common Stock as of January 4, 1999.
In addition, Orange Sub beneficially owns 1,951 shares of Convertible Preferred
Stock which would be convertible into approximately 6,760,807 shares of OraVax
Common Stock absent a restriction contained in the terms of the Convertible
Preferred Stock that prohibits the conversion of any share of Convertible
Preferred Stock if it would result in the holder becoming the beneficial owner
of 10% or more of OraVax Common Stock.
Peptide owns 100% of the capital stock of Orange Sub and as a result is
deemed to have an indirect interest in and the power to direct the vote and
disposition of 100% of the shares of OraVax Common Stock and Convertible
Preferred Stock owned by Orange Sub. Pursuant to the terms of the Stockholder
Voting Agreements (as described in Item 6 below), Peptide has the power to vote
1,247,999 additional shares of OraVax Common Stock with respect to the Merger.
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CUSIP No. 68554 R 107 13D Page 5 of 6 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is amended by replacing the last sentence of the second
paragraph with the following sentence:
Directors, executive officers and their associates having the right to vote in
the aggregate 1,247,999 shares of OraVax Common Stock, or approximately 5.68% of
the OraVax Common Stock outstanding as of January 4, 1999, (excluding shares
that the stockholder has the right to acquire upon the exercise of stock options
and shares issuable on exercise of the option), have executed the Stockholder
Voting Agreements.
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CUSIP No. 68554 R 107 13D Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned corporations certifies that the information set forth in
this statement is true, complete and correct.
January 8, 1999
PEPTIDE THERAPEUTICS GROUP PLC
By: /s/ Gordon Cameron
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Gordon Cameron
Finance Director
ORANGE ACQUISITION CORP.
By: /s/ Gordon Cameron
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Gordon Cameron
Treasurer
