<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)(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
PETERHOUSE TECHNOLOGY PARK,
100 FULBOURN ROAD
CAMBRIDGE CB1 9PT, UNITED KINGDOM
011-44-1223-275-300
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)
MAY 11, 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 7 Pages)
- -----------------
(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).
<PAGE>
CUSIP No. 68554 R 10 7 13D Page 2 of 7 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
- --------------------------------------------------------------------------------
Number of Shares Beneficially Owned By Each Reporting Person
7. SOLE VOTING POWER
100(1)
-------------------------------------------------
8. SHARED VOTING POWER
0(2)
-------------------------------------------------
9. SOLE DISPOSITIVE POWER
100(1)
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
0(2)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
100(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)
100.00%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) See Items 3 and 4.
(2) See Item 6.
<PAGE>
CUSIP No. 68554 R 10 7 13D Page 3 of 7 pages
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Number of Shares Beneficially Owned By Each Reporting Person
7. SOLE VOTING POWER
0(1)
-------------------------------------------------
8. SHARED VOTING POWER
0(2)
-------------------------------------------------
9. SOLE DISPOSITIVE POWER
0(1)
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
0(2)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0(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)
0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 68554 R 10 7 13D Page 4 of 7 pages
This Amendment No. 3 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, as amended and supplemented pursuant to Amendment No. 1 and
Amendment No. 2 filed by Peptide and Orange Sub on January 11, 1999 and January
28, 1999, respectively. Except as set forth below, there are no changes to the
information set forth in the Original Statement, as amended. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them
in the Original Statement.
ITEM 2. IDENTIFY AND BACKGROUND.
Item 2 is amended by replacing the first paragraph thereof with the
following paragraph:
(a) - (c) and (f) This Statement is being filed by Peptide Therapeutics Group
plc, an English public limited company ("Peptide"), and its wholly-owned
subsidiary, Orange Acquisition Corp., a Delaware corporation ("Orange Sub" and
together with Peptide, the "Purchaser"). The principal executive offices of
Peptide and Orange Sub are located at Peterhouse Technology Park, 100 Fulbourn
Road, Cambridge CB1 9PT, United Kingdom. Peptide is a biopharmaceutical company
involved in the research and development of novel drugs and vaccines. Orange Sub
was recently formed for the sole purpose of effecting the purchase of the Shares
(as defined below).
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by replacing the last two paragraphs thereof with the
following paragraphs:
On May 10, 1999 the Merger was approved by the shareholders of OraVax and
Peptide. The Merger became effective on May 11, 1999. Pursuant to the Merger
Agreement, a wholly-owned subsidiary of Peptide ("Merger Sub") was merged with
and into OraVax at the effective time of the Merger. The surviving corporation
in the Merger was OraVax, which will now operate as a wholly-owned subsidiary of
Peptide. Pursuant to the Merger Agreement, all holders of OraVax Common Stock on
the record date of March 11, 1999 received 0.50913 Peptide ordinary shares for
each share of OraVax Common Stock. The Convertible Preferred Stock and Common
Stock held by Purchaser was cancelled upon consummation of the Merger. The
remaining holders of 5% of the outstanding Convertible Preferred Stock received
a cash payment in the aggregate amount of $7,038.00. Each of the 100 shares of
Common Stock of Merger Sub outstanding prior to the effective time of the Merger
was converted into and became one outstanding share of Common Stock of OraVax.
As a result of the Merger, the OraVax Common Stock will be deregistered
pursuant to a Notice of Termination of Registration under Section 12(g) of the
Securities Act of 1934 filed with the Securities and Exchange Commission on May
11, 1999.
<PAGE>
CUSIP No. 68554 R 10 7 13D Page 5 of 7 pages
Pursuant to the Overview Agreement, OraVax and PMC entered into additional
license agreements at the effective time of the Merger, relating to the
development of vaccines against JE, TBE and HEPC based upon OraVax technology.
The additional license agreements grant PMC world wide exclusive rights to the
JE and TBE vaccines and a fifty percent share in world wide exclusive rights to
the HEPC vaccines. Under the terms of these license agreements, OraVax will
develop the vaccines through completion of early stage clinical trials. PMC will
address advanced development, manufacturing, sales, marketing and distribution
of the vaccines. PMC and OraVax also modified the joint venture agreement to
expand the joint venture to the development of vaccines against HEPC. Another
agreement executed by PMC and OraVax allows PMC to defer an aggregate of $3
million in future milestone payments to OraVax relating to certain license
agreements between PMC and OraVax. In addition, PMC made a $3 million equity
investment in ordinary shares of Peptide pursuant to the Standstill Agreement. A
copy of the Overview Agreement and Standstill Agreement was filed as Exhibit 5
and Exhibit 7, respectively, to Amendment No. 1 of Schedule 13D and incorporated
herein by reference.
The foregoing summary of the contents of the Merger Agreement, Amendment
No. 1, Amendment No. 2, the Stock Purchase Agreement, the Standstill Agreement
and the Overview Agreement is qualified in its entirety by reference to the
exhibits hereto.
Except as set forth in this Item 4, the Merger Agreement, Amendment No. 1,
Amendment No. 2, the Stock Purchase Agreement, the Stockholder Voting Agreement
(as described below), the Affiliate Letter (as described below), the Standstill
Agreement (as described below) or the Overview Agreement, neither Peptide,
Orange Sub or, to the best of Peptide's or Orange Sub's knowledge, any of the
individuals named in Schedule I hereto, has any plans or proposals that relate
to or that would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is amended by replacing the last two paragraphs thereof with the
following paragraphs:
As required by the Merger Agreement, each director, executive officer and
affiliate of OraVax executed and delivered to Peptide an Affiliate Letter before
the effective time of the merger. The Affiliate Letter imposes certain
restrictions on the sale of the Peptide ordinary shares received by such
directors, executive officers and affiliates in exchange for their OraVax Common
Stock.
The foregoing summary of the contents of the Merger Agreement, Stockholder
Voting Agreement, the Affiliate Letter and the Standstill Agreement is qualified
in its entirety by reference to the exhibits hereto.
Except as provided in the Merger Agreement, Amendment No. 1, Amendment
No. 2, the Stock Purchase Agreement, the Stockholder Voting Agreement, the
Affiliate Letter, the Standstill Agreement or the Overview Agreement, or as set
forth herein, neither Peptide, Orange Sub or, to
<PAGE>
CUSIP No. 68554 R 10 7 13D Page 6 of 7 pages
the best of Peptide's or Orange Sub's knowledge, any of the individuals
named in Schedule I hereto, has any contracts, arrangements, understandings
or relationships (legal or otherwise) with any person with respect to any
securities of OraVax, including, but not limited to, transfer or voting of
any securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended by adding the following to the list of exhibits:
Exhibit 8 - Form of Affiliate Letter between certain affiliates of OraVax,
Inc. and Peptide Therapeutics Group plc.
<PAGE>
CUSIP No. 68554 R 10 7 13D Page 7 of 7 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.
May 11, 1999
PEPTIDE THERAPEUTICS GROUP PLC
By: /s/ Gordon Cameron
--------------------------------
Gordon Cameron
Finance Director
ORANGE ACQUISITION CORP.
By: /s/ Gordon Cameron
--------------------------------
Gordon Cameron
Treasurer
<PAGE>
EXHIBIT 8
FORM OF AFFILIATE LETTER
_____________, 1999
Peptide Therapeutics Group plc
Peterhouse Technology Park
100 Fulbourn Road
Cambridge
United Kingdom
CB1 9PT
Ladies and Gentlemen:
Pursuant to the Restated Agreement and Plan of Acquisition dated as of
November 10, 1998, as amended, (the "Merger Agreement"), among Peptide
Therapeutics Group plc (Parent"), a corporation organized and existing under the
laws of England and Wales, Peach Acquisition Corp. ("Merger Sub"), a Delaware
corporation and OraVax, Inc. ("Seller"), a Delaware corporation, providing for
the merger of Seller with and into Merger Sub (the "Merger"), the undersigned
will receive ordinary shares, nominal value 10 pence per share, of Parent
("Parent Shares") in exchange for the shares of common stock, $0.001 par value
per share, of Seller (the "Seller Shares") owned by the undersigned.
The undersigned understand (a) that he or she may be deemed to be an
"affiliate" of Seller for purposes of Rule 145 under the Securities Act of 1933,
as amended (the "Act") and (b) that Parent is relying upon the representations,
warranties and agreements of the undersigned in entering into the Merger
Agreement.
With respect to the Parent Shares which the undersigned may receive in the
Merger, the undersigned represents and warrants to, and agrees with, Parent as
follows:
(1) The undersigned will not offer to sell, sell or otherwise dispose
of any Parent Shares except pursuant to Rule 145(d) under the Act, an effective
registration statement under the Act or an exemption from the registration
requirements under the Act.
(2) The undersigned will not offer to sell, sell or otherwise dispose
of the Parent Shares outside of the United States during the 180 days following
the time of the Merger.
(3) The undersigned understands that Parent is under no obligation to
register the sale or other disposition by the undersigned of Parent Shares
received in the Merger or to take any action necessary in order to make an
exemption from registration available.
<PAGE>
(4) The undersigned understands that the certificates representing
the Parent Shares received by the undersigned in the Merger will be placed on
the "stop-transfer list" maintained by the transfer agent for the Parent Shares
and there will be placed on the certificates representing such Parent Shares and
any certificates representing Parent Shares delivered in substitution or
exchange therefor, a legend stating in substance:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE
TRANSFERRED (1) IN ACCORDANCE WITH RULE 145(D) UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"); (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR (3) IN COMPLIANCE WITH AN
EXEMPTION FROM REGISTRATION UNDER THE ACT.
TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
ALSO RESTRICTED UNDER AN AGREEMENT, DATED NOVEMBER 10, 1998, A
COPY OF WHICH MAY BE OBTAINED FROM PEPTIDE THERAPEUTICS GROUP
PLC.
The undersigned has carefully read this letter and has obtained such
advice regarding execution of this letter as the undersigned deemed necessary.
Very truly yours,
Name:_____________________________
Address:__________________________
__________________________________
Accepted:
PEPTIDE THERAPEUTICS GROUP PLC
By:_______________________________
Name:
Title:
Dated: _____________, 1999
2
