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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FINAL AMENDMENT
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
VION PHARMACEUTICALS, INC.
(NAME OF ISSUER)
VION PHARMACEUTICALS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
CLASS A WARRANTS
CLASS B WARRANTS
(TITLES OF CLASSES OF SECURITIES)
927624 11 4 (CLASS A WARRANTS)
927624 12 2 (CLASS B WARRANTS)
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
JOHN A. SPEARS
VION PHARMACEUTICALS, INC.
4 SCIENCE PARK
NEW HAVEN, CT 06511
(203) 498-4210
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH COPIES TO:
TERENCE JONES, ESQ.
WIGGIN & DANA
ONE CENTURY TOWER
NEW HAVEN, CT 06508
(203) 498-4400
MAY 19, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 1 and Final Amendment (this "Amendment") to Schedule
13E-4 relates to an offer by Vion Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), upon the terms and conditions set forth in the Offering
Circular dated May 19, 1998 (the "Offering Circular"), a copy of which was filed
as Exhibit (a) (2) to such Schedule 13E-4, to exchange for each outstanding
Class A Warrant ("Class A Warrants"), at the holder's option, either (i) 0.438
shares of the Company's Common Stock (the "Common Stock"), par value $.01 per
share (the "Class A All Share Option"), or (ii) (A) 0.254 shares of Common Stock
and (B) $0.66 in cash (the "Class A Cash plus Share Option") (together, the
"Class A Exchange Offer"). This Amendment also relates to the offer by the
Company, upon the terms and conditions set forth in the Offering Circular to
exchange for each outstanding Class B Warrant ("Class B Warrants"), at the
holder's option, either (i) 0.212 shares of Common Stock (the "Class B All Share
Option") or (ii) (A) 0.123 shares of Common Stock and (B) $0.32 in cash (the
"Class B Cash plus Share Option") (together the "Class B Exchange Offer", and
together with the Class A Exchange Offer, the "Exchange Offer"). The Exchange
Offer was not conditioned upon the exchange of a minimum number of Class A
Warrants or Class B Warrants (collectively, the "Warrants"). In order to comply
with applicable rules of The Nasdaq Stock Market, the issuance of more than an
aggregate of 2,144,148 shares of Common Stock was contingent upon approval of
the Company's stockholders at a special meeting held on June 26, 1998, at which
meeting such issuance was approved, although as described below a lesser number
of shares of Common Stock is being issued pursuant to the Exchange Offer.
An aggregate of 3,209,806 Class A Warrants (representing approximately
75.3% of the Class A Warrants outstanding) and 1,881,835 Class B Warrants
(representing approximately 59.5% of the Class B Warrants outstanding) were
validly tendered for exchange and not withdrawn pursuant to the Exchange Offer.
The Company has accepted for exchange all validly tendered Class A Warrants and
Class B Warrants. Of the 3,209,806 Class A Warrants tendered for exchange,
holders of 3,150,704 Class A Warrants elected the Class A All Share Option
(resulting in the issuance of 1,380,014 shares of Common Stock) and holders of
59,102 Class A Warrants elected the Class A Cash plus Share Option (resulting in
the issuance of 15,013 shares of Common Stock and $39,007.32 in cash). Of the
1,881,835 Class B Warrants tendered for exchange, holders of 1,870,315 Class B
Warrants elected the Class B All Share Option (resulting in the issuance of
396,508 shares of Common Stock) and holders of 11,520 Class B Warrants elected
the Class B Cash plus Share Option (resulting in the issuance of 1,417 shares of
Common Stock and $3,686.40 in cash).
Item 9. Material to be Filed as Exhibits.
(a)(9) Press Release dated June 30, 1998.
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SIGNATURE
After due 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.
VION PHARMACEUTICALS, INC.
By: /s/ JOHN A. SPEARS
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Name: John A. Spears
Title: President and Chief Executive
Officer
Date: July 8, 1998
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Contact:
Thomas Klein Joan Kureczka
Vice President Finance and CFO J.Kureczka Associates
Vion Pharmaceuticals (415) 821-2413
(203) 498-4210 Email: [email protected]
Email: [email protected]
For Immediate Release
VION WARRANT EXCHANGE OFFER SUCCESSFUL;
TAPET(TM) CLINICAL TRIALS PLANNED
NEW HAVEN, CT (June 30, 1998): At the third annual Cruttenden Roth Healthcare
Conference in New York, Vion Pharmaceuticals, Inc. (Nasdaq: VION) announced it
had accepted tenders for approximately 75% of its outstanding Class A Warrants
and 60% of its Class B Warrants, pursuant to an exchange offer that terminated
on June 29, 1998. Vion CFO Thomas E. Klein characterized the results of the
exchange offer as an extremely positive step in simplifying the Company's
capital structure which reduces fully diluted shares by almost 25%. Following
the close of the exchange offer, the Company reported it concluded a $5.0
million convertible preferred stock financing with existing investors Elliott
Associates, L.P. and Westgate International, L.P.
Also at the conference, Vion presented preclinical test results which have
confirmed the Company's intention to file the first IND for its TAPET(TM)
technology before year-end. Terrence J. Doyle, Ph.D., vice president of R & D
said that Vion scientists have bioengineered strains of its TAPET bacterial
vector to eliminate the potential risk of toxicity from sepsis as demonstrated
in standard septic shock models. "Lipid modification in the cell wall of the
bacteria resulted in a million-fold reduction in the bacteria's ability to cause
septic shock," said Doyle. "Now that we believe this safety question has been
adequately addressed, Vion has begun manufacturing scale up of the TAPET vector
for clinical trials."
TAPET (Tumor Amplified Protein Expression Therapy) technology uses strains of
Salmonella bacteria, attenuated for virulence, as therapeutic vectors to deliver
proteins and pro-drug converting enzymes directly to tumor cells. The TAPET
vectors are designed to be highly selective for tumor tissue relative to normal
tissue and to expand within the confines of the tumor to levels hundreds or
thousands of times greater than in normal tissue. The amplification of the
vector itself has demonstrated significant preclinical efficacy in reducing
tumor growth
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in vivo. In addition, TAPET vectors remain fully sensitive to antibiotics. This
sensitivity allows for greater control since it is anticipated that the TAPET
vector may be cleared from the body with commonly used antibiotics at any time
during therapy.
Vion Pharmaceuticals, Inc. is a biopharmaceutical company dedicated to
discovering, developing and commercializing novel products and technologies for
the treatment of cancer and viral diseases. The company has focused its research
efforts in five principal areas: hypoxic cancer cell therapeutics, TAPET(TM)
cancer therapy, alkylating agent prodrugs, ribonucleotide reductase inhibitors
and nucleoside analogs. Vion's lead anticancer agent Promycin(TM) (porfiromycin)
is currently in a Phase III clinical trial.
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For additional information on Vion and its research and product development
programs, visit the company's Internet web site at http://www.vionpharm.com.
Statements included in this press release which are not historical in nature are
forward-looking statements made pursuant to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
regarding the Vion Pharmaceuticals future business prospects, plans, objectives,
expectations and intentions are subject to certain risks, uncertainties and
other factors that could cause actual results to differ materially from those
projected or suggested in the forward-looking statements, including, but not
limited to those contained in the Vion Pharmaceuticals Registration Statement
filed on Form S-3 (file no.333-37941)
