SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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. 3)*
Vion Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
927624106
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth
Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 22, 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 which 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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following pages)
(Page 1 of 11)
<PAGE>
SCHEDULE 13D
Page 11 of 11
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P., a Delaware Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,523,538
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,523,538
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,523,538
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.11%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westgate International, L.P., a Cayman Islands Limited
Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,525,963
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,525,963
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,525,963
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.12%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martley International, Inc., a Delaware corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,525,963
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,525,963
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,525,963
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.12%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with respect to the
shares of common stock, $.01 par value (the "Common Stock") of Vion
Pharmaceuticals, Inc. (the "Issuer") beneficially owned by the Reporting Persons
specified herein as of October 28, 1999 and amends and supplements the Schedule
13D dated August 14, 1998, as amended on September 3, 1998 and April 15, 1999
(the "Schedule 13D"). Except as set forth herein, the Schedule 13D, as
previously amended, is unmodified.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 1,523,538 shares of Common Stock,
consisting of 625,468 shares of Common Stock held outright, 78,132 of the
Issuer's Class A Warrants ("Class A Warrants") exercisable for 78,132 shares of
Common Stock and 78,132 of the Issuer's Class B Warrants, which are in turn
exercisable for 78,132 shares of Common Stock, and 2,500 shares of the Issuer's
5% Convertible Preferred Stock Series 1998 ("5% Preferred Stock") which are
convertible into 741,806 shares of Common Stock. Elliott's beneficial ownership
of 1,523,538 shares of Common Stock constitutes 8.11% of the total outstanding
shares of Common Stock.
Westgate beneficially owns 1,525,963 shares of Common Stock, consisting
of 628,709 shares of Common Stock held outright, 77,724 Class A Warrants
exercisable for 77,724 shares of Common Stock and 77,724 of the Issuer's Class B
Warrants, which are in turn exercisable for 77,724 shares of Common Stock, and
2,500 shares of 5% Preferred Stock which are convertible into 741,806 shares of
Common Stock. Westgate's beneficial ownership of 1,525,963 shares of Common
Stock constitutes 8.12% of the total outstanding shares of Common Stock.
Together, Elliott and Westgate beneficially own 3,049,501 shares of
Common Stock constituting 15.49% of the outstanding shares of Common Stock.
The number of shares of Common Stock into which the shares of 5%
Preferred Stock beneficially owned by Elliott, Westgate and Martley may be
converted is limited to that amount which would result in Elliott, Westgate and
Martley having aggregate beneficial ownership of 19.9% of the total outstanding
shares of Common Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose
or direct the disposition of, the shares of Common Stock beneficially owned by
it.
Westgate has the shared power with Martley to vote or direct the vote
of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Westgate. Information regarding each of Westgate and Martley is set
forth in Item 2 of the Schedule 13D and is expressly incorporated by reference
herein.
(c) Not applicable.
(d) No person other than Elliott has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Elliott.
No person other than Westgate and Martley has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by Westgate and Martley.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On October 22, 1999, Elliott and Westgate, pursuant to commitments made
in a Common Stock Purchase Agreement entered into in April 1999, each entered
into a letter agreement (together, the "Letter Agreements") with Brean Murray &
Co., Inc. (the "Underwriter") and the Issuer in connection with the Issuer's
planned public offering of Common Stock (the "Offering"). Pursuant to the Letter
Agreements, Elliott and Westgate each agreed not to sell, assign, pledge,
hypothecate or otherwise dispose of any shares of Common Stock, including any
securities convertible into or exercisable for shares of Common Stock (subject
to certain exclusions as set forth in the Letter Agreements) without the prior
written consent of the Underwriter. Elliott and Westgate each agreed to abide by
this restriction for a period of 180 days following the effective date of the
registration statement filed by the Issuer in connection with the Offering,
subject to early termination as described in the Letter Agreements. Copies of
the Letter Agreements are attached hereto as Exhibit B.
Item 7. Material to be Attached as Exhibits
Letter Agreement among Westgate, the Underwriter and the Issuer dated
October 22, 1999
Letter Agreement among Elliott, the Underwriter and the Issuer dated
October 22, 1999
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.
Dated:
October 28, 1999 ELLIOTT ASSOCIATES, L.P.
By: Braxton Associates, L.P.,
as general partner
By: Braxton Associates, Inc.,
as general partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.,
as attorney-in-fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
MARTLEY INTERNATIONAL, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
<PAGE>
EXHIBIT B
October 22, 1999
Brean Murray & Co., Inc.
570 Lexington Avenue
New York, New York 10022-6822
Re: Vion Pharmaceuticals, Inc.
Ladies and Gentlemen:
The undersigned understands that Vion Pharmaceuticals, Inc. (the
"Company") has filed with the Securities and Exchange Commission a registration
statement on Form S-1 (the "Registration Statement") pertaining to the proposed
underwritten public offering (the "Offering") of shares of the Company's common
stock, $.01 par value (the "Common Stock"). The undersigned further understands
that upon effectiveness of the Registration Statement, the Company and Brean
Murray & Co., Inc., as underwriter (the "Underwriter"), intend to enter into an
underwriting agreement (the "Underwriting Agreement") in connection with the
Offering.
In order to induce the Underwriter to undertake the Offering of the
Common Stock, the undersigned hereby agrees not to offer to sell, sell, assign,
pledge, hypothecate or otherwise dispose of any shares of Common Stock presently
beneficially owned or hereafter acquired by the undersigned, including any
securities convertible into or exercisable for shares of Common Stock, without
the prior written consent of the Underwriter, commencing on the effective date
of the Registration Statement and continuing until the earlier to occur of (a)
the expiration of one hundred and eighty days (180) days or (b) the date that
the Fair Market Value of the Common Stock is at least fifteen dollars ($15.00)
per share (subject to appropriate adjustments for stock splits, recombinations,
reclassifications, mergers or similar events). For purposes of the preceding
sentence, the Fair Market Value of the Company's Common Stock on a particular
date shall mean the highest reported sale price per share of the Common Stock,
regular way, on such date or, in case no such sale takes place on such date, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on a national securities exchange or
included for quotation on the Nasdaq National or SmallCap Market, or if the
Common Stock is not so listed or admitted to trading or included for quotation,
the last quoted price, or if the Common Stock is not so quoted, as reported by
the National Association of Securities Dealers, Inc. Automated Quotation System
(if so reported). Transfers or dispositions can be made sooner in the case of
gifts, estate planning transfers and transfers to affiliates of the undersigned
where the donee or transferee, as the case may be, signs a copy of this
agreement. In addition, the undersigned hereby consents to the entry of
appropriate stop transfer orders with the Company's transfer agent upon
effectiveness of the Registration Statement (which the Company shall immediately
withdraw upon termination of the lock-up period).
Notwithstanding the foregoing, the Underwriter understands that a
majority of the shares of Common Stock and securities convertible into or
exercisable for Common Stock beneficially owned by the undersigned is currently
pledged and that such pledges, and any renewals thereof, do not and will not
violate the terms of this agreement. In addition, the Underwriter agrees that
any future pledges by the undersigned of unpledged shares of Common Stock or
securities convertible into or exercisable for Common Stock shall not violate
the terms of this agreement. The undersigned agrees that it will use its best
efforts to prevent a default under or breach of any and all agreements in
connection with which it has pledged the Common Stock and securities convertible
into or exercisable for Common Stock.
The undersigned understands that the Company and the Underwriter will
proceed with the Offering in reliance on this agreement, and the undersigned
agrees to be bound hereby in the event the Registration Statement becomes
effective prior to November 1, 1999 (but not otherwise).
Very truly yours,
Date: October 22, 1999
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc., as
Attorney-in-Fact
By: /s/ Paul E. Singer
Paul E. Singer, President
Accepted and agreed to:
BREAN MURRAY & CO., INC.
By: /s/
Name:
Title:
VION PHARMACEUTICALS, INC.
By: /s/
Name:
Title:
<PAGE>
October 22, 1999
Brean Murray & Co., Inc.
570 Lexington Avenue
New York, New York 10022-6822
Re: Vion Pharmaceuticals, Inc.
Ladies and Gentlemen:
The undersigned understands that Vion Pharmaceuticals, Inc. (the
"Company") has filed with the Securities and Exchange Commission a registration
statement on Form S-1 (the "Registration Statement") pertaining to the proposed
underwritten public offering (the "Offering") of shares of the Company's common
stock, $.01 par value (the "Common Stock"). The undersigned further understands
that upon effectiveness of the Registration Statement, the Company and Brean
Murray & Co., Inc., as underwriter (the "Underwriter"), intend to enter into an
underwriting agreement (the "Underwriting Agreement") in connection with the
Offering.
In order to induce the Underwriter to undertake the Offering of the
Common Stock, the undersigned hereby agrees not to offer to sell, sell, assign,
pledge, hypothecate or otherwise dispose of any shares of Common Stock presently
beneficially owned or hereafter acquired by the undersigned, including any
securities convertible into or exercisable for shares of Common Stock, without
the prior written consent of the Underwriter, commencing on the effective date
of the Registration Statement and continuing until the earlier to occur of (a)
the expiration of one hundred and eighty days (180) days or (b) the date that
the Fair Market Value of the Common Stock is at least fifteen dollars ($15.00)
per share (subject to appropriate adjustments for stock splits, recombinations,
reclassifications, mergers or similar events). For purposes of the preceding
sentence, the Fair Market Value of the Company's Common Stock on a particular
date shall mean the highest reported sale price per share of the Common Stock,
regular way, on such date or, in case no such sale takes place on such date, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on a national securities exchange or
included for quotation on the Nasdaq National or SmallCap Market, or if the
Common Stock is not so listed or admitted to trading or included for quotation,
the last quoted price, or if the Common Stock is not so quoted, as reported by
the National Association of Securities Dealers, Inc. Automated Quotation System
(if so reported). Transfers or dispositions can be made sooner in the case of
gifts, estate planning transfers and transfers to affiliates of the undersigned
where the donee or transferee, as the case may be, signs a copy of this
agreement. In addition, the undersigned hereby consents to the entry of
appropriate stop transfer orders with the Company's transfer agent upon
effectiveness of the Registration Statement (which the Company shall immediately
withdraw upon termination of the lock-up period).
Notwithstanding the foregoing, the Underwriter understands that a
majority of the shares of Common Stock and securities convertible into or
exercisable for Common Stock beneficially owned by the undersigned is currently
pledged and that such pledges, and any renewals thereof, do not and will not
violate the terms of this agreement. In addition, the Underwriter agrees that
any future pledges by the undersigned of unpledged shares of Common Stock or
securities convertible into or exercisable for Common Stock shall not violate
the terms of this agreement. The undersigned agrees that it will use its best
efforts to prevent a default under or breach of any and all agreements in
connection with which it has pledged the Common Stock and securities convertible
into or exercisable for Common Stock.
The undersigned understands that the Company and the Underwriter will
proceed with the Offering in reliance on this agreement, and the undersigned
agrees to be bound hereby in the event the Registration Statement becomes
effective prior to November 1, 1999 (but not otherwise).
Very truly yours,
Date: October 22, 1999
ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
Paul E. Singer, President
Accepted and agreed to:
BREAN MURRAY & CO., INC.
By: /s/
Name:
Title:
VION PHARMACEUTICALS, INC.
By: /s/
Name:
Title:
