-----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, LmalbazoTd7rW5EIc0FcacEBxYrJrlCfAi+KZ6e0jGajMGVjl/ur1DPUQO1yLcLU 0s1xpGPFJgTKBZBEftsBjA== 0000950135-05-004735.txt : 20050816 0000950135-05-004735.hdr.sgml : 20050816 20050815214002 ACCESSION NUMBER: 0000950135-05-004735 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHARPIE RICHARD A CENTRAL INDEX KEY: 0001054509 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 8002390706 MAIL ADDRESS: STREET 1: C/O AMPERSAND VENTURES STREET 2: 55 WILLIAM STREET SUITE 240 CITY: WELLESLEY STATE: MA ZIP: 02181 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: 051028978 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 SC 13D/A 1 b56382rcsc13dza.txt RICHARD A. CHARPIE 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. 4)* 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) AUGUST 12, 2005 (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 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] 2 Not applicable (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 5,675,720 shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 135,431 shares PERSON 10 SHARED DISPOSITIVE POWER WITH 5,540,289 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,675,720 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% * 14 TYPE OF REPORTING PERSON IN, HC
*Based on 39,506,529 shares outstanding as of July 15, 2005. 2 - --------------------- ----------------- CUSIP NO. 917920 10 0 13D PAGE 3 OF 7 PAGES - --------------------- ----------------- This Amendment No. 4 (the "Amendment") amends the Schedule 13D filed on June 9, 2003 by Richard A. Charpie (the "reporting person"), as amended by Amendment No. 1 filed on January 22, 2004, Amendment No. 2 filed on March 15, 2004 and Amendment No. 3 filed on March 15, 2005 (as amended, the "Schedule 13D"), 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. The purpose of this Amendment is to report the following transaction: the disposition of 4,618,491 shares of common stock of the Company as a result of the distribution of such shares by four venture capital funds which are the record owners of such shares to their respective partners. Except as set forth below, there are no changes to the information set forth in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by inserting the following paragraphs at the end of such item: "On March 14, 2005, the Company's Board of Directors approved a 1-for-10 reverse split of the Company's common stock. All warrants, options and common stock outstanding at the time of the split, including common stock issued pursuant to the Merger Agreement and common stock and warrants issued pursuant to the Purchase Agreement, were also adjusted by the ratio. On August 12, 2005, Ampersand 1995 Limited Partnership distributed 193,333 shares of the Company's common stock to its partners for no consideration pursuant to the terms of its partnership agreement. AMP-95 Management Company Limited Partnership, its general partner, received 1,933 shares of the Company's common stock as a result of such distribution. On August 12, 2005, Ampersand 1995 Companion Fund Limited Partnership distributed 2,745 shares of the Company's common stock to its partners for no consideration pursuant to the terms of its partnership agreement. AMP-95 Management Company Limited Partnership, its general partner, received 27 shares of the Company's common stock as a result of such distribution. On August 12, 2005, Ampersand 1999 Limited Partnership distributed 4,333,824 shares of the Company's common stock to its partners for no consideration pursuant to the terms of its partnership agreement. AMP-99 Management Company LLC, its general partner, received 43,338 shares of the Company's common stock as a result of such distribution. 3 - --------------------- ----------------- CUSIP NO. 917920 10 0 13D PAGE 4 OF 7 PAGES - --------------------- ----------------- On August 12, 2005, Ampersand 1999 Companion Fund Limited Partnership distributed 88,589 shares of the Company's common stock to its partners for no consideration pursuant to the terms of its partnership agreement. AMP-99 Management Company LLC, its general partner, received 885 shares of the Company's common stock as a result of such distribution." 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 9,555 shares in his individual capacity. The reporting person may be attributed with beneficial ownership of 4,776,138 shares held by Ampersand 1999 Limited Partnership; 97,326 shares held by Ampersand 1999 Companion Fund Limited Partnership; 38,749 shares held by Ampersand Venture Management Trust; and 87,127 shares held by AMP-99 Management Company Limited Liability Company. The reporting person may be attributed with beneficial ownership of 3,075 shares (the "Option Shares") issuable upon exercise of options previously awarded to the reporting person as to 2,700 shares and to Herbert Hooper as to 375 shares under the Company's Directors' Stock Option Plans, all of which options are exercisable within 60 days of August 15, 2005, and all of which the reporting person and Herbert Hooper have 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 may be attributed with beneficial ownership of 650,475 shares issuable upon exercise of warrants held by Ampersand 1999 Limited Partnership and 13,275 shares issuable upon exercise of warrants held by Ampersand 1999 Companion Fund Limited Partnership (collectively, the "Warrant Shares"). 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 4 - --------------------- ----------------- CUSIP NO. 917920 10 0 13D PAGE 5 OF 7 PAGES - --------------------- ----------------- beneficial interest of Ampersand Venture Management Trust. The reporting person disclaims beneficial ownership of all shares the ownership of which may be attributed to him except to the extent of his proportionate pecuniary interest therein. (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 1995 Limited Partnership, Ampersand 1995 Companion Fund Limited Partnership, Ampersand 1999 Limited Partnership, Ampersand 1999 Companion Fund Limited Partnership, AMP-99 Management Company Limited Liability Company and Ampersand Venture Management Trust. (ii) Power to Dispose: The reporting person has sole power to dispose or direct the disposition of the 9,555 shares which the reporting person owns in his individual capacity, the 87,127 shares held by AMP-99 Management Company Limited Liability Company and the 38,749 shares held by Ampersand Venture Management Trust. The reporting person shares the power to dispose or direct the disposition of the 4,776,138 shares held by Ampersand 1999 Limited Partnership and the 97,326 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 of or direct the disposition of the 663,750 Warrant Shares 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 of or direct the disposition of the 3,075 Option Shares with some or all of 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 and as Managing Members 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 and David J. Parker, with whom the reporting person shares dispositive power, is as follows: 5 - --------------------- ----------------- CUSIP NO. 917920 10 0 13D PAGE 6 OF 7 PAGES - --------------------- ----------------- 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 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 transaction 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. 6 - --------------------- ----------------- 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: August 16, 2005 /s/ Richard A. Charpie ---------------------------------------- Richard A. Charpie 7 -----END PRIVACY-ENHANCED MESSAGE-----