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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Amarillo Biosciences, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
02301P 10 6
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(CUSIP Number)
Naoya Bessho, Manager, Licensing & Business Development Division,
Mochida Pharmaceutical Co., Ltd., 7 Yotsuya 1-chome, Shinjuku-ku,
Tokyo 160, Japan, 81-3-3225-5451
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 13, 1996
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(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
Page 1 of 7 Pages
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SCHEDULE 13D
CUSIP NO. 02301P 10 6 PAGE 2 OF 7 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mochida Pharmaceutical Co., Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
Not applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Japan
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NUMBER OF 7. SOLE VOTING POWER 300,000
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER Not applicable
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 300,000
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER Not applicable
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 300,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
Not applicable
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
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14. TYPE OF REPORTING PERSON CO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 7 Pages
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ADDITIONAL ITEMS FOR SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock par value US$0.01 per share (the
"Common Stock"), of Amarillo Biosciences, Inc. (the "Issuer"), whose principal
executive offices are located at 800 West 9th Avenue, Amarillo, Texas 79101.
ITEM 2. IDENTITY AND BACKGROUND
Mochida Pharmaceutical Co., Ltd., a Japan corporation ("Mochida"), is engaged in
the business of developing and marketing, among other things, ethical drugs,
diagnostic reagents, skin care products and medical electronics and equipment.
Its principal offices are located at 7, Yotsuya 1-chome, Shinjuku-ku, Tokyo 160,
Japan. Its executive officers and directors are as follows:
CHAIRMAN
Ei Mochida, Ph.D.
PRESIDENT
Susumu Watanabe
SENIOR EXECUTIVE VICE PRESIDENTS
Noboru Aizawa, M.D.
Kiyoshi Yamaguchi
SENIOR EXECUTIVE MANAGING DIRECTOR
Kenji Yoshizumi
EXECUTIVE DIRECTORS
Yasuyuki Kunihiro
Hiroyuki Hashizume, M.D.
Kazuo Okazaki
Junsuke Deguchi
Hiroshi Kosuzume, M.D.
Masahiro Nobuhara, Ph.D.
Morio Koshimizu
Tetsuo Nakajima
Page 3 of 7 Pages
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Information herein with respect to the executive officers and directors of
Mochida is given to the best of Mochida's knowledge. The business address for
each of the above-listed executive officers and directors (all of whose
principal occupations are with Mochida) are the same as Mochida and each is
a national of Japan. Neither Mochida nor any of the above-listed persons has
been convicted in a criminal proceeding (excluding minor traffic violations and
similar misdemeanors) or is or has been subject to a judgment, decree or trial
order enjoining violations of or mandating activities subject to federal or
state securities laws or finding any violations with respect to such laws during
the last five years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used in making the purchase is Mochida's working capital.
The amount of funds used is US$1,500,000.00.
ITEM 4. PURPOSE OF TRANSACTION
The securities which are the subject of this statement were acquired by
Mochida solely for investment purposes.
(a)-(c) Neither Mochida nor any executive officer or director has any present
plans or proposals with respect to the Issuer which relate to or would
result in any of the events specified in paragraphs (a) through (c) of
Item 4 of Schedule 13D.
(d) Mochida and Issuer are discussing the possibility of Mochida
designating one director for Issuer's board of directors and Issuer
nominating and using its best efforts to have elected such designee,
thereby increasing the number of Issuer's directors from the present
seven to eight. The proposed Mochida designee is Naoyuki Mochida, who
has been the General Manager of Mochida's Development Planning
Department since April 1996. If Mochida and Issuer agree on this
proposal, it is contemplated that Mr. Mochida would become a director
of Issuer at Issuer's next annual meeting of shareholders, in or around
May 1997.
(e)-(j) Neither Mochida nor any executive officer or director has any present
plans or proposals with respect to the Issuer which relate to or would
result in any of the events specified in paragraphs (e) through (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(c) According to the final prospectus of the Issuer relating to its
offering of 2,000,000 shares of Common Stock dated August 7, 1996,
there are 5,114,232 shares of Common Stock outstanding. Mochida has
sole voting and sole dispositive power with respect to 300,000 shares
of Common Stock which it beneficially owns, which amount constitutes
approximately 5.9% of the outstanding shares of Common Stock.
Page 4 of 7 Pages
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On August 13, 1996, Mochida acquired the 300,000 shares of common stock
which are the subject of this statement at US$5.00 per share. The
shares were acquired in the Issuer's initial public offering. Payment
of the US$1,500,000.00 amount was made by wire transfer.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Mochida's proposed Letter of Intent relating to the matter disclosed in Item 4,
paragraph (d), is exhibited hereto and filed herewith.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: August 21, 1996
MOCHIDA PHARMACEUTICAL CO., LTD.
/s/ EI MOCHIDA
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Ei Mochida
Chairman
Page 5 of 7 Pages
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LETTER OF INTENT
Amarillo Bioscience, Inc., a US corporation having its principal office
at 800 West 9th Avenue, Amarillo, Texas 70101, United States (hereinafter
referred to as "ABIO"), and Mochida Pharmaceutical Co., Ltd., a Japanese
corporation having its registered office at 7, Yotsuya 1-chome, Shinjuku-ku,
Tokyo 160, Japan (hereinafter referred to as "MOCHIDA"), hereby confirm that
both parties have an intention to negotiate on the following items in good faith
and enter into an Agreement(s) as soon as practicably possible.
ITEMS
1. MARKETING AGREEMENT
Both parties shall discuss terms and conditions of an agreement(s) with
respect to the marketing of the low dose interferon alpha preparation
manufactured by MOCHIDA in Asia, including but not limited to a scheme of
collaboration, grant of license, the exact territory and role of both parties.
2. EXCHANGE OF TECHNICAL DATA AND/OR INFORMATION
Soon after the conclusion of the basic structure of Marketing Agreement
between the parties, both parties shall discuss collaboration agreement in
development and research. Such agreement shall include the exchange of both
parties technical information and the basic research.
3. DIRECTOR AND MEMBER OF SCIENTIFIC ADVISORY BOARD
As a basis of collaboration, ABIO will cooperate to recommend a
candidate as a director designated by MOCHIDA at the annual meeting of
shareholders and accept a MOCHIDA scientist as
Pages 6 of 7 Pages
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a member of Scientific Advisory Board.
IN WITNESS WHEREOF, the parties have caused this Letter of Intent to be
executed by their duly authorized officers in duplicate on the date below.
Amarillo Bioscience, Inc.
By:
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Name: Joseph M. Cummins, DVM, Ph.D.
Title: President & CEO
Date:
MOCHIDA PHARMACEUTICAL CO., LTD.
By:
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Name: Hiroyuki Hashizume, M.D.
Title: Executive Director, Licensing & Business Development Division
Date:
Page 7 of 7 Pages
