Avant Immunotherapeutics Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
26 Juni 2008 - 10:47PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
AVANT Immunotherapeutics, Inc.
(Name
of Issuer)
Common Stock, par value $0.001 per share
(Title
of Class of Securities)
(CUSIP
Number)
Ursula B. Bartels
Senior Vice President, General Counsel and Secretary
Medarex, Inc.
707 State Road
Princeton, NJ 08540
(609) 430-2880
With a Copy to:
Nancy H. Wojtas
Cooley Godward Kronish LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 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).
CUSIP
No.
583916101
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1.
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Names of Reporting Persons
Medarex, Inc.
I.R.S. Employer Identification Number:
22-2822175
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
New Jersey
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
4,960,848
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
4,960,848
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10.
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Shared Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,960,848
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
31.6%
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14.
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Type
of Reporting Person (See Instructions)
CO
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2
Item 1.
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Security and Issuer
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This
Amendment No. 1 (the Schedule 13 D/A) amends the Statement on Schedule 13 D
(the Schedule 13D) filed with the Securities and Exchange Commission (the
SEC) on March 17, 2008 by Medarex, Inc. (the Reporting Person). The number of securities beneficially owned
by the Reporting Person has decreased.
The Schedule 13D is amended as follows and, except as otherwise
provided herein, all items of the Schedule 13D remain unchanged. This
Schedule 13D/A relates to the Common Stock, par value $0.001 per share (the
Common Stock), of AVANT Immunotherapeutics, Inc., a Delaware corporation
(AVANT). AVANTs principal executive offices are located at 119 Fourth
Avenue, Needham, Massachusetts 02494 and is being filed by Medarex to report
open market sales of securities owned by the Reporting Person as discussed
below.
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Item 5.
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Interest in Securities of the
Issuer
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(a)(b)
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Set forth below is
information concerning the beneficial ownership of AVANT Common Stock, as
determined in accordance with Rule 13d-3(d) of the Securities and Exchange
Act, by the Reporting Person and each other person for which disclosure is
required under this Schedule 13D pursuant to General Instruction C.
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Medarex, Inc.
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Beneficial Ownership
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4,960,848
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Percentage of Class
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31.6
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%
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Sole Voting Power
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4,960,848
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Shared Voting Power
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-0-
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Sole Dispositive Power
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4,960,848
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Shared Dispositive Power
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-0-
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Except as noted in the
above table, none of the individuals listed on
Appendix A
hereto
beneficially own any securities of AVANT.
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Medarex may be deemed to
have sole voting power and the sole power to dispose of the Common Stock
acquired by Medarex in the Merger. To the extent that each of Medarexs
directors may be deemed to share the power to vote (and direct the vote of)
or dispose of (or direct the disposition of) the shares of Common Stock owned
of record by Medarex, each such director disclaims beneficial ownership of
the shares of Common Stock owned by Medarex.
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(c) Except as otherwise described in this
Schedule 13D/A, there have been no transactions in the Common Stock of AVANT
by the Reporting Person or any of its executive officers or directors in the
sixty days prior to the date of filing this Schedule 13D/A.
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(d) Not applicable.
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(e) Not applicable.
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3
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.
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MEDAREX, INC.
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Date:
June 25, 2008
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/s/
Howard H. Pien
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Howard H. Pien,
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President and Chief Executive Officer
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4
APPENDIX A
LIST OF EXECUTIVE
OFFICERS AND DIRECTORS OF THE REPORTING PERSON
Directors of Medarex, Inc.
Patricia M. Danzon
Address: 707 State Road, Princeton, NJ 08540
Principal Employment: Celia Moh
Professor, Health Care Systems, Insurance and Risk Management at the Wharton
School of the University of
Pennsylvania.
Robert C. Dinerstein
Business
Address: 707 State Road, Princeton, NJ
08540
Principal
Employment: Mr. Dinerstein has served as
the Global Co-Chair and New York Chair of the Financial Institutions Practice
at Greenberg Traurig, LLP, an international law firm, where he focuses on
banking and securities regulation, new product development and international
capital markets issues.
Abhijeet J. Lele
Address: 707 State Road, Princeton, NJ 08540
Principal
Employment: Managing Member of EGS
Healthcare Capital Partners, a venture capital firm that focuses on investments
in biopharmaceutical, specialty pharmaceutical and medical device companies.
Marc Rubin
Address: 707 State Road, Princeton, NJ 08540
Principal
Employment: President and Chief
Executive Officer of Titan Pharmaceutical, Inc., a biopharmaceutical company
publicly traded on the American Stock Exchange.
Address
of Principal Employment: 400 Oyster
Point Blvd., Suite 505, South San Francisco, CA 94080
Ronald J. Saldarini
Address: 707 State Road, Princeton, NJ 08540
Principal
Employment: Associate at Naimark &
Associates, a healthcare consulting firm.
Charles R. Schaller
Address: 707 State Road, Princeton, NJ 08540
Principal
Employment: Chemical industry management
consultant.
Julius A. Vida
Address:
707 State Road, Princeton, NJ 08540
Principal
Employment: Pharmaceutical consultant
with VIDA International Pharmaceutical Consultants.
5
Executive Officers of Medarex, Inc.
Ursula B. Bartels
Senior
Vice President, General Counsel and Secretary
Thomas K. Kaney, M.A.
Senior
Vice President, Human Resources
Nils Lonberg
Senior
Vice President and Scientific Director
Geoffrey M. Nichol
Senior
Vice President, Product Development
Ronald A. Pepin
Senior
Vice President, Business Development
Howard H. Pien
President
and Chief Executive Officer
Christian S. Schade
Senior
Vice President, Finance and Administration, and Chief Financial Officer
The principal employment of each executive officer is with
Medarex, Inc. The business address of
each executive officer with Medarex is: Medarex, Inc. 707 State Road,
Princeton, NJ 08540.
Mr. Pien is also a member and Chair of
the Board of Directors of Medarex, Inc.
6
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