-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASoPB+aMjncb9Fu7a+vTCaSkVwc0r0nGoxrs/zgJFAUndMbixoDrtXxy4Q70vAzA hJontZ3OiD1PFpcD0eoSyw== 0000950135-04-000265.txt : 20040122 0000950135-04-000265.hdr.sgml : 20040122 20040122170755 ACCESSION NUMBER: 0000950135-04-000265 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: V I TECHNOLOGIES INC CENTRAL INDEX KEY: 0001040017 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 113238476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55237 FILM NUMBER: 04538212 BUSINESS ADDRESS: STREET 1: 134 COOLIDGE AVE CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 5167527314 MAIL ADDRESS: STREET 1: 134 COOLIDGE AVE CITY: WATERTOWN STATE: MA ZIP: 02472 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHARPIE RICHARD A CENTRAL INDEX KEY: 0001054509 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O AMPERSAND VENTURES STREET 2: 55 WILLIAM STREET SUITE 240 CITY: WELLESLEY STATE: MA ZIP: 02181 BUSINESS PHONE: 8002390706 MAIL ADDRESS: STREET 1: C/O AMPERSAND VENTURES STREET 2: 55 WILLIAM STREET SUITE 240 CITY: WELLESLEY STATE: MA ZIP: 02181 SC 13D/A 1 b49242rce13dza.txt V.I. TECHNOLOGIES, INC. 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1)* V.I. TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 917920 10 0 (CUSIP Number) JAMES T. BARRETT, ESQ. PALMER & DODGE LLP 111 HUNTINGTON AVENUE BOSTON, MA 02199-7613 (617) 239-0100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 01/12/2004 (Date of Event Which Required 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 if filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. - -------------------- *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 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. 917920 10 0 13D PAGE 2 OF 7 PAGES - ------------------------ ------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Richard A. Charpie - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 9,397,780 shares ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,500,000 shares ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 94,644 shares ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 10,803,136 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,897,780 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.6% * - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN, HC - -------------------------------------------------------------------------------- *Based on 40,905,495 shares outstanding as of November 1, 2003, as reported in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2003. - ------------------------ ------------------ CUSIP NO. 917920 10 0 13D PAGE 3 OF 7 PAGES - ------------------------ ------------------ This Amendment No. 1 to Schedule 13D (the "Amendment") amends the Schedule 13D (the "Original Schedule 13D") filed on June 9, 2003 by Richard A. Charpie (the "reporting person"), relating to the Common Stock, $0.01 par value per share (the "common stock"), of V. I. Technologies, Inc. (the "Company"). The Company has its principal executive offices at 134 Coolidge Avenue, Watertown, MA 02472. Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended by inserting the following paragraphs at the end of such item: Pursuant to an Agreement and Mutual Release entered into as of January 12, 2004 (the "Agreement and Mutual Release"), on January 15, 2004, Precision Pharma Services, Inc. transferred 4,382,353 shares of the Company's common stock to the Company, along with a cash payment, in consideration for a release by the Company of certain future payment obligations of Precision Pharma Services, Inc. totaling $5,440,825.00. A copy of the Agreement and Mutual Release is attached hereto as Exhibit F. The reporting person is the Managing Partner of AMP-94 MCLP LLP, which is the General Partner of AMP-94 Management Company Limited Partnership, which is the General Partner of Ampersand 1994 Limited Partnership and Ampersand 1994 Companion Fund Limited Partnership. In anticipation of the expiration of its ten year term, Ampersand 1994 Limited Partnership distributed 331,487 shares of the Company's common stock in a pro rata distribution to its partners on January 13, 2004. In anticipation of the expiration of its ten year term, Ampersand 1994 Companion Fund Limited Partnership distributed 142,065 shares of the Company's common stock in a pro rata distribution to its partners on January 13, 2004. The reporting person received 17,347 shares from these distributions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a), 5(b) and 5(c) are hereby amended and restated in their entirety as follows: (a) Aggregate number and percentage of class beneficially owned: The reporting person incorporates herein by reference his responses to (11) and (13) on the cover page of this Amendment. The reporting person owns 83,302 shares in his individual capacity. The reporting person may be attributed with beneficial ownership of 6,963,020 shares held by Ampersand 1995 Limited Partnership; 109,233 shares held by Ampersand 1995 Companion Fund Limited Partnership; 2,161,765 shares held by Ampersand 1999 Limited Partnership; 44,118 shares held by Ampersand 1999 Companion Fund Limited Partnership; 11,342 shares held by Ampersand Venture Management Trust (as successor to Ampersand Venture Management LLC); and 1,500,000 shares held by Precision Pharma Services, Inc. - ------------------------ ------------------ CUSIP NO. 917920 10 0 13D PAGE 4 OF 7 PAGES - ------------------------ ------------------ The reporting person may be attributed with beneficial ownership of 25,000 shares (the "Option Shares") issuable upon exercise of options previously awarded to the reporting person under the Company's Directors' Stock Option Plans, all of which options the reporting person has assigned to one or more of Ampersand 1995 Limited Partnership, Ampersand 1995 Companion Fund Limited Partnership, Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. The reporting person is the Managing Partner of AMP-95 MCLP LLP, which is the General Partner of AMP-95 Management Company Limited Partnership, which is the General Partner of Ampersand 1995 Limited Partnership and Ampersand 1995 Companion Fund Limited Partnership. The reporting person is the Principal Managing Member of AMP-99 Management Company Limited Liability Company, which is the General Partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership. The reporting person is the sole member of Ampersand Venture Management 2003 LLC, which is the sole owner of shares of beneficial interest of Ampersand Venture Management Trust. Ampersand 1999 Limited Partnership, Ampersand 1999 Companion Fund Limited Partnership, Ampersand 2001 Limited Partnership and Ampersand 2001 Companion Fund Limited Partnership collectively own a controlling equity interest in Precision Pharma Services, Inc. The reporting person is the Principal Managing Member of AMP-01 Management Company Limited Liability Company which is the General Partner of Ampersand 2001 Limited Partnership and Ampersand 2001 Companion Fund Limited Partnership. (b) Number of shares as to which such person has: (i) Power to vote: The reporting person has sole power to vote or direct the vote of all of the shares held by the reporting person directly or by Ampersand 1999 Limited Partnership, Ampersand 1999 Companion Fund Limited Partnership, Ampersand 1995 Limited Partnership, Ampersand 1995 Companion Fund Limited Partnership and Ampersand Venture Management Trust. The reporting person shares the power to vote or direct the vote of the shares held by Precision Pharma Services, Inc. with the Board of Directors and duly authorized executive officers of Precision Pharma Services, Inc. (ii) Power to Dispose: The reporting person has sole power to dispose or direct the disposition of the 83,302 shares which the reporting person owns in his individual capacity, and the 11,342 shares held by Ampersand Venture Management Trust. The reporting person shares the power to dispose or direct the disposition of the 6,963,020 shares held by Ampersand 1995 Limited Partnership and the 109,233 shares held by Ampersand 1995 Companion Fund Limited Partnership with Charles D. Yie, Stuart A. Auerbach, David J. Parker and Peter D. Parker, in each case in their respective capacities as Partners of AMP-95 MCLP LLP. - ------------------------ ------------------ CUSIP NO. 917920 10 0 13D PAGE 5 OF 7 PAGES - ------------------------ ------------------ The reporting person shares the power to dispose or direct the disposition of the 2,161,765 shares held by Ampersand 1999 Limited Partnership and the 44,118 shares held by Ampersand 1999 Companion Fund Limited Partnership with Charles D. Yie, Stuart A. Auerbach, David J. Parker and Peter D. Parker, in each case in their respective capacities as Managing Members of AMP-99 Management Company Limited Liability Company. The reporting person shares the power to dispose or direct the disposition of the 1,500,000 shares held by Precision Pharma Services, Inc. with Charles D. Yie, Stuart A. Auerbach, David J. Parker and Peter D. Parker, in each case in their respective capacities as Managing Members of AMP-99 Management Company Limited Liability Company and as Managing Members of AMP-01 Management Company Limited Liability Company, and Marc J. L. Dulude and Herbert H. Hooper, each in his capacity as a Managing Member of AMP-01 Management Company Limited Liability Company, and with the Board of Directors and duly authorized executive officers of Precision Pharma Services, Inc. The reporting person shares the power to dispose of or direct the disposition of the 25,000 Option Shares with some or all of Charles D. Yie, Stuart A. Auerbach and Peter D. Parker, in each case in their respective capacities as Partners of AMP-95 MCLP LLP and as Managing Members of AMP-99 Management Company Limited Liability Company and with David J. Parker in his capacity as a Managing Member of AMP-99 Management Company Limited Liability Company. Each of the persons with whom the reporting person shares dispositive power over any securities beneficially owned by the reporting person disclaim beneficial ownership of such securities pursuant to Exchange Act Rule 13d-4. The Item 2 identifying information for Charles D. Yie, Stuart A. Auerbach, Peter D. Parker, David J. Parker, Marc J.L. Dulude and Herbert H. Hooper, with whom the reporting person shares dispositive power, is as follows: Names: As set out above. Business Address of all such persons: c/o Ampersand Ventures 55 William Street, Suite 240 Wellesley, MA 02481-4003 Principal Occupations: These persons are executives of Ampersand Venture Management Trust and/or related entities engaged in venture capital investing with a shared business address of 55 William Street, Suite 240, Wellesley, MA 02481-4003. None of these persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of these persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations - ------------------------ ------------------ CUSIP NO. 917920 10 0 13D PAGE 6 OF 7 PAGES - ------------------------ ------------------ of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Citizenship: All of these persons are U.S. citizens. (c) Transactions during the past 60 days. Other than pursuant to the transactions described in Item 4, the reporting person has not acquired or disposed of any shares of common stock of the Company during the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by inserting the following text at the end of such item: The responses to Item 4 to this Amendment are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by the addition of the following: Exhibit F: Agreement and Mutual Release - ------------------------ ------------------ CUSIP NO. 917920 10 0 13D PAGE 7 OF 7 PAGES - ------------------------ ------------------ 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: January 22, 2004 /s/ Richard A. Charpie ---------------------------------------- Richard A. Charpie EX-99.F 3 b49242rcexhibit99wf.txt AGREEMENT AND MUTUAL RELEASE Exhibit F AGREEMENT AND MUTUAL RELEASE This AGREEMENT AND MUTUAL RELEASE (the "Agreement") is entered into as of the 12th day of January 2004, by and between V.I. Technologies, Inc., a Delaware Corporation, and any of its divisions, parents, subsidiaries, directors, officers, shareholders, employees, agents, representations, attorneys, successors and assigns ("VITEX"), and Precision Pharma Services, Inc., a Delaware corporation, and any of its divisions, parents, subsidiaries, directors, officers, shareholders, employees, agents, representatives, attorneys, successors and assigns ("PRECISION"). The effective date of this Agreement shall be the date that each of PRECISION and VITEX have performed all of their respective obligations as set forth in Sections 1 and 2 below (the "Effective Date"). RECITALS WHEREAS, on August 13, 2001, VITEX and PRECISION entered into an Asset Purchase Agreement pursuant to which PRECISION purchased, among other things, the manufacturing and processing business of VITEX located in Melville, New York (the "Asset Purchase Agreement"); and WHEREAS, pursuant to the Asset Purchase Agreement, a second installment of $3,000,000 of the purchase price was to be paid by PRECISION to VITEX on the second year anniversary of the closing of the asset purchase transaction, subject to VITEX's indemnification obligations (the "Deferred Cash Amount"); and WHEREAS, pursuant to a letter agreement between VITEX and PRECISION dated May 23, 2003, the payment date of the Deferred Cash Amount was deferred until December 31, 2004, subject to a thirty day grace period for payment; and WHEREAS, on April 9, 2003, VITEX and the American National Red Cross ("ANRC") entered into an agreement pursuant to which VITEX agreed to make a one-time principal payment and 35 subsequent monthly installment payments (the "Monthly Payments") to ANRC in the aggregate amount of $3,532,253 plus interest, of which the amount of $2,440,825 is currently outstanding (the "Red Cross Collaboration Debt"); and WHEREAS, pursuant to Section 9.7(b) of the Asset Purchase Agreement, PRECISION has agreed to provide VITEX with immediately available funds for all principal amounts which VITEX is required to repay with respect to the Red Cross Collaboration Debt (the "Reimbursement Payments"); and WHEREAS, VITEX and PRECISION desire to satisfy in full, discharge and terminate PRECISION's obligation to pay the Deferred Cash Amount and to satisfy in full, discharge and terminate PRECISION's obligation to pay additional Reimbursement Payments on and after the Effective Date in exchange for the PRECISION Consideration as such term is defined in Section 1 below; and WHEREAS, on the Effective Date, following payment and performance of the obligations of each of PRECISION and VITEX as set forth in Sections 1 and 2 below, each of PRECISION and VITEX desire to release and hold harmless the other party from any and all obligations directly or indirectly related to or arising from the Deferred Cash Amount, the Red Cross Collaboration Debt and the Reimbursement Payments. NOW, THEREFORE, for good and sufficient consideration, the receipt and sufficiency of which is acknowledged, VITEX and PRECISION agree as follows: 1. Payment of the PRECISION Consideration to VITEX: Upon the Effective Date, PRECISION shall deliver to VITEX the following consideration ("PRECISION Consideration"): a. A cash payment in the amount of $1,500,000 in immediately available funds wired to an account designated by VITEX; and b. The transfer of 4,382,353 shares of VITEX common stock owned by PRECISION to VITEX for cancellation. 2. VITEX release of PRECISION obligations: Upon payment in full of the PRECISION Consideration, VITEX agrees to release PRECISION from its obligation to pay the Deferred Cash Amount and from its obligation to pay additional Reimbursement Payments and all other obligations, if any, under Section 9.7(b) of the Asset Purchase Agreement on or after the Effective Date. 3. Mutual Release. On the Effective Date, in consideration of the covenants provided in this Agreement, and other good and valuable consideration, following performance of the obligations of each of PRECISION and VITEX as set forth in Sections 1 and 2 above, each of VITEX and PRECISION agree to release and forever discharge the other party and each of its respective heirs, successors and assigns, from and against any and all claims, demands, causes of actions, suits, damages, judgments or obligations of whatsoever nature, kind or character, whether at law or in equity, whether now existing or hereafter arising under the laws of the Commonwealth of Massachusetts, the United States of America or any other state or political subdivision, whether now known or unknown, suspected or unsuspected, matured or unmatured, whether having already arisen or hereafter to arise, which the parties or any of their successors and assigns may now or hereafter have against any of such parties based upon, or arising out of, in any manner, directly or indirectly, any of the following: a. the Deferred Payment Amount; and b. the Reimbursement Payments and all other obligations, if any, under Section 9.7(b) of the Asset Purchase Agreement. 2 provided, however, that if ANRC makes any claims or demands upon PRECISION for repayment of any portion of principal of or interest on the Red Cross Collaboration Debt, which the parties hereto agree that PRECISION has no obligation to pay, VITEX agrees to indemnify and hold harmless PRECISION from and against any and all claims, demands, losses and costs, including attorneys fees, incurred by PRECISION arising out of or relating to the Red Cross Collaboration Debt. 4. Representations and Warranties. Each of VITEX and PRECISION hereby represents and warrants to the other that: a. It has the right, power and authority to enter into this Agreement and this Agreement, and the transactions contemplated hereby, have been duly authorized by all necessary corporate actions; b. It has not assigned in part or all of any claim or cause of action within the scope of this Agreement; c. No consent or approval of any governmental or quasi-governmental authority or any third party, which consent has not heretofore been obtained, is necessary for the effectiveness of this Agreement; d. It has reviewed this Agreement and it has had the opportunity to consult with an attorney of its choice regarding the terms and provisions of this Agreement; and e. It has executed this Agreement with full and complete authority and of its free will, act and deed. 5. Amendment of Asset Purchase Agreement. On the Effective Date, following performance of the obligations of each of PRECISION and VITEX as set forth in Sections 1 and 2 above and pursuant to the amendment provisions of Section 12.3 of the Asset Purchase Agreement, Section 9.7(b) of the Asset Purchase Agreement regarding the Reimbursement Payments shall be deleted in its entirety. 6. Further Acknowledgments. The parties hereby acknowledge that this Agreement is being entered into in compromise, settlement, satisfaction in full, discharge and termination of all obligations between the parties as to the Deferred Payment Amount, the Red Cross Collaboration Debt and the Reimbursement Payments. In furtherance of such acknowledgement, this Agreement shall be and remain in effect notwithstanding the discovery or existence of any new additional facts or any facts different from that which the parties to this Agreement now know or believe to be true. Nothing herein shall be admissible in any proceeding as an admission of any factual matter against any party hereto. 3 7. Integration. This Agreement and the Asset Purchase Agreement contain the complete and integrated agreement of the parties hereto with respect to the subject matter hereof. The terms of this Agreement are contractual and not a mere recital. None of the parties hereto have relied upon any representations of any other party hereto other than as expressly stated herein. 8. Counterparts. This Agreement may be executed in as many counterparts as may be convenient or required, all of which shall be deemed one and the same instrument. 9. Governing Law. The terms and provisions hereof shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. V.I. TECHNOLOGIES, INC. By: /s/ Thomas T. Higgins ---------------------------------------- Thomas T. Higgins Executive Vice President, Operations and Chief Financial Officer PRECISION PHARMA SERVICES, INC. By: /s/ James A. Moose ---------------------------------------- Name: James A. Moose Title: President and Chief Executive Officer NOTARIZED SIGNATURES ________, ss. January 12, 2004 Then personally appeared the above-named Thomas T. Higgins, as the Executive Vice President, Operations and Chief Financial Officer of V.I. Technologies, Inc., on January _, 2004 and acknowledged the foregoing to be his free act and deed, in such capacity, before me. /s/ Shamci F. Ghaffari ------------------------------------------- Notary Public Shamci F. Ghaffari ------------------------------------------- Print Name of Notary Public My Commission Expires: November 26, 2004 ----------------- [AFFIX NOTARIAL SEAL] NOTARIZED SIGNATURES Suffolk, ss. January 12, 2004 Then personally appeared the above-named James A. Moose, as President and Chief Executive Officer of Precision Pharma Services, Inc., on January 12, 2004, and acknowledged the foregoing to be his free act and deed, in such capacity, before me. 5 /s/ Anne M. Powers ------------------------------------------- Notary Public Anne M. Powers ------------------------------------------- Print Name of Notary Public My Commission Expires: 10/27/06 ------------- [AFFIX NOTARIAL SEAL] 6 -----END PRIVACY-ENHANCED MESSAGE-----