SC 13D/A - Panacos Pharmaceuticals, Inc.

-----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, Ia2oGFTHKZQDZpxnh6UgO6UAfW+kYbP7gEnRiC8VTXQn+azSy+DsTPqoMxQwWwOI 0+fQz+Qv3EUQ9jcOTwqBkg== 0001193125-05-241650.txt : 20051213 0001193125-05-241650.hdr.sgml : 20051213 20051213160410 ACCESSION NUMBER: 0001193125-05-241650 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051213 DATE AS OF CHANGE: 20051213 GROUP MEMBERS: A.M. PAPPAS LIFE SCIENCE VENTURES I, L.P. GROUP MEMBERS: AMP&A MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANACOS PHARMACEUTICALS, 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: 051261140 BUSINESS ADDRESS: STREET 1: 134 COOLIDGE AVE CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-926-1551 MAIL ADDRESS: STREET 1: 134 COOLIDGE AVE CITY: WATERTOWN STATE: MA ZIP: 02472 FORMER COMPANY: FORMER CONFORMED NAME: V I TECHNOLOGIES INC DATE OF NAME CHANGE: 19980209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: A.M. Pappas & Associates, LLC CENTRAL INDEX KEY: 0001320654 IRS NUMBER: 561990526 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: POST OFFICE BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 BUSINESS PHONE: (919) 998-3300 MAIL ADDRESS: STREET 1: POST OFFICE BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 SC 13D/A 1 dsc13da.htm SC 13D/A - PANACOS PHARMACEUTICALS, INC. SC 13D/A - Panacos Pharmaceuticals, Inc.


CUSIP No. 69811Q106		Schedule 13D/A		Page 1 of 12 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 5)

Under the Securities Exchange Act of 1934

PANACOS PHARMACEUTICALS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

69811Q106

(CUSIP Number)

December 6, 2005

(Date of Event Which Requires Filing of this Statement)

Ford S. Worthy, Esq.

A.M. Pappas & Associates, L.L.C.

7030 Kit Creek Road

P.O. Box 110287

Research Triangle Park, North Carolina 27709

(919) 998-3300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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 the disclosures provided in a prior cover page.

The information required in 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. 69811Q106		Schedule 13D/A		Page 2 of 12 Pages


1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). A. M. Pappas & Associates, LLC 56-1990526
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	SOURCE OF FUNDS (See Instructions) AF
5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6)	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7) SOLE VOTING POWER

2,695,953

8) SHARED VOTING POWER

9) SOLE DISPOSITIVE POWER

2,695,953

10) SHARED DISPOSITIVE POWER


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,695,953
12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.47% (1)
14)	TYPE OF REPORTING PERSON (See Instructions) PN

(1)

Based on 49,215,244 shares outstanding as of November 4, 2005, as reported on the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2005, and on 4,523 shares issuable upon exercise of options and 28,125 shares issuable upon exercise of a warrant, each of which are exercisable within sixty days of December 6, 2005, by the reporting person. This share number reflects the 1-for-10 reverse split of the Company’s common stock approved by the Board of Directors on March 14, 2005.


CUSIP No. 69811Q106		Schedule 13D/A		Page 3 of 12 Pages


1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). AMP&A Management, LLC 56-2117595
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	SOURCE OF FUNDS (See Instructions) AF
5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6)	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7) SOLE VOTING POWER

2,691,430

8) SHARED VOTING POWER

9) SOLE DISPOSITIVE POWER

2,691,430

10) SHARED DISPOSITIVE POWER


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,691,430
12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.46% (2)
14)	TYPE OF REPORTING PERSON (See Instructions) PN

(2)

Based on 49,215,244 shares outstanding as of November 4, 2005, as reported on the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2005, and on 28,125 shares issuable upon exercise of a warrant, which is exercisable within sixty days of December 6, 2005, by the reporting person. This share number reflects the 1-for-10 reverse split of the Company’s common stock approved by the Board of Directors on March 14, 2005.


CUSIP No. 69811Q106		Schedule 13D/A		Page 4 of 12 Pages


1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). A.M. Pappas Life Science Ventures I, L.P. 56-2109650
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	SOURCE OF FUNDS (See Instructions) WC
5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6)	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7) SOLE VOTING POWER

2,691,430

8) SHARED VOTING POWER

9) SOLE DISPOSITIVE POWER

2,691,430

10) SHARED DISPOSITIVE POWER


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,691,430
12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.46% (3)
14)	TYPE OF REPORTING PERSON (See Instructions) PN

(3)

Based on 49,215,244 shares outstanding as of November 4, 2005, as reported on the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2005, and on 28,125 shares issuable upon exercise of a warrant, which is exercisable within sixty days of December 6, 2005, by the reporting person. This share number reflects the 1-for-10 reverse split of the Company’s common stock approved by the Board of Directors on March 14, 2005.


CUSIP No. 69811Q106		Schedule 13D/A		Page 5 of 12 Pages

Item 1. Security and Issuer

Common Stock, $0.01 par value per share, of Panacos Pharmaceuticals, Inc., formerly V.I. Technologies, Inc. (the “Company”), 134 Coolidge Avenue, Watertown, MA 02472.

Item 2. Identity and Background

This statement is filed jointly pursuant to Rule 13d-1(k)(1) on behalf of A.M. Pappas & Associates, LLC (“Pappas”), AMP&A Management, LLC (“Management Co.”) and A.M. Pappas Life Science Ventures I, L.P. (the “Fund”, and collectively, the “Reporting Persons”). Management Co. is the general partner of the Fund and has a management agreement with Pappas whereby Pappas provides management services for the Fund.

Pappas’ principal business office address is 7030 Kit Creek Road, Research Triangle Park, North Carolina 27709. Management Co.’s principal business office address is c/o A.M. Pappas & Associates, LLC, 7030 Kit Creek Road, Research Triangle Park, North Carolina 27709. The Fund’s principal business office address is c/o A.M. Pappas & Associates, LLC, 7030 Kit Creek Road, Research Triangle Park, North Carolina 27709.

During the last five years, none of the Reporting Persons nor any of their respective managing members or general partners, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any Reporting Person 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.

Item 3. Source and Amount of Funds or Other Considerations

As a result of the merger of the Company and Panacos Pharmaceuticals, Inc. (“Panacos”) effective as of March 11, 2005 (the “Merger”) and a private placement by the Company on March 11, 2005 (the “Private Placement”), the Fund acquired an aggregate of 61,676,143 shares of common stock of the Company and a warrant to purchase 281,250 shares of common stock of the Company. As a result of the Merger, Pappas received options to purchase an aggregate of 50,644 shares of the Company’s stock upon conversion of options to purchase Panacos common stock.

At the effective time of the Merger, each stockholder of Panacos received shares of common stock of the Company at a ratio of 6.75275 shares of the Company’s common stock per each issued and outstanding share of Panacos’ common or preferred stock. On the effective date of the Merger, the closing price of the Company’s common stock was $0.73.

The source of the funds used in the Private Placement was the working capital of the Fund, the record owner of the securities purchased in the Private Placement.


CUSIP No. 69811Q106		Schedule 13D/A		Page 6 of 12 Pages

Item 4. Purpose of Transaction

On June 2, 2004, the Company, Panacos and certain stockholders of Panacos entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, Panacos merged with and into the Company and each issued and outstanding share of Panacos’ common or preferred stock (other than treasury shares and shares held directly or indirectly by Company) was converted into the right to receive 6.75275 shares of the Company’s common stock on March 11, 2005, the effective date of the Merger. The Fund received 61,051,143 shares of the Company’s common stock as a result of the Merger Agreement. In the Merger, Pappas received options to purchase an aggregate of 50,644 shares of the Company’s stock upon conversion of options to purchase Panacos stock, of which options to purchase 45,235 shares (on a pre-reverse split basis) were vested within sixty days of September 15, 2005. Pursuant to the Merger Agreement, the Board of Directors of the Company was increased from eight to nine directors, two directors of the Company resigned, two directors of Panacos, including Eric W. Linsley of A.M. Pappas & Associates, LLC, became directors of the Company and one director nominated by the investors in the Private Placement became a director of the Company.

On December 9, 2004, the Company and the purchasers listed therein, including the Fund, entered into a Securities Purchase Agreement (as amended, the “Purchase Agreement”). Pursuant to the Purchase Agreement, on March 11, 2005 the Company issued $20,000,000 worth of shares of its common stock, at a per share price equal to $0.20 per share, and warrants to purchase 0.45 times the number of shares of its common stock issued in the Private Placement, exercisable for a five-year period from the date of issuance at a price of $0.24 per share. Pursuant to the Purchase Agreement, the Fund acquired 625,000 shares of the Company’s common stock and warrants to purchase 281,250 shares of the Company’s common stock.

The foregoing summaries of the Merger Agreement and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the text of such agreements each of which is attached as an annex to the Schedule 14A filed on February 15, 2005 by the Company.

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 March 21, 2005, the Fund distributed 380,000 shares of the Company’s common stock to its partners for no consideration. Management Co. received 9,324 shares of the Company’s common stock as a result of such distributions, and subsequently distributed, for no consideration, 5,361 of such shares to its members.

On June 24, 2005, the Fund distributed 500,000 shares of the Company’s common stock to its partners for no consideration. Management Co. received 12,273 shares of the Company’s common stock as a result of such distributions, and subsequently distributed, for no consideration, 7,059 of such shares to its members.


CUSIP No. 69811Q106		Schedule 13D/A		Page 7 of 12 Pages

On August 5, 2005, the Fund distributed 920,148 shares of the Company’s common stock to its partners for no consideration. Management Co. received 202,095 shares of the Company’s common stock as a result of the August 8, 2005 distribution, and subsequently distributed, for no consideration, all 211,272 shares Management Co. held on August 5, 2005 to its members. Pappas received 106,732 shares of the 211,272 shares distributed by Management Co. Between August 5, 2005 and August 9, 2005 Pappas sold 90,918 shares on the open market.

On September 9, 2005, the Fund distributed 600,000 shares of the Company’s common stock to its partners for no consideration. Management Co. received 190,310 shares of the Company’s common stock as a result of the September 9, 2005 distribution, and subsequently distributed, for no consideration, all 190,310 shares Management Co. held on September 9, 2005 to its members. Pappas received 93,034 shares of the 190,310 shares distributed by Management Co. On September 9, 2005 Pappas sold 108,848 shares on the open market.

Between September 12 and September 13, 2005, the Fund sold 104,201 shares on the open market. Between September 14 and September 16, 2005, the Fund sold 400,000 shares on the open market.

On December 6, 2005, the Fund sold 600,000 shares on the open market.

The Reporting Persons acquired beneficial ownership of the shares for the purpose of investment only and may elect to dispose or otherwise transfer such shares from time to time, as permitted under contract or applicable law. Except to the extent that it is customary for the director designated by Pappas to do so, the Reporting Persons have no intention to influence or direct the Company’s affairs, modify its corporate structure or interfere with the business decisions of its management. Except as may be set forth above and except for dispositions or distributions of the stock from the Reporting Persons to their partners that may occur in the ordinary course of business, neither the Reporting Persons, nor to the best of their knowledge, any managing member or general partner of the Reporting Persons, has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (c) a sale or transfer of a material amount of assets of the Company; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) a class of securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above.


CUSIP No. 69811Q106		Schedule 13D/A		Page 8 of 12 Pages

Item 5. Interest in Securities of the Issuer

(a) Aggregate number and percentage of class beneficially owned:

Pappas incorporates herein by reference its responses to (7) - (11) and (13) on page 2 of this Schedule 13D/A. As of December 6, 2005, Pappas does not directly own any shares. However, Pappas beneficially owns 4,523 shares issuable upon exercise of options held in its individual capacity. Pappas may be attributed with beneficial ownership of 2,663,305 shares and a warrant to purchase 28,125 shares of the Company’s common stock held by the Fund. Pappas is a Managing Member of Management Co., which is the General Partner of the Fund.

Management Co. incorporates herein by reference its responses to (7) - (11) and (13) on page 3 of this Schedule 13D. Management Co. may be attributed with beneficial ownership of 2,663,305 shares and warrants to purchase 28,125 shares of the Company’s common stock held by the Fund. Management Co. is the General Partner of the Fund.

The Fund incorporates herein by reference its responses to (7) - (11) and (13) on page 4 of this Schedule 13D. The Fund owns 2,663,305 shares and a warrant to purchase 28,125 shares of the Company’s common stock in its individual capacity.

(b) Number of shares as to which such person has:

(i) Power to vote:

Due to its arrangements with the Fund, Pappas’s investment committee has the sole voting power over 2,663,305 shares of the Company’s common stock and shares issued upon exercise of a warrant to purchase 28,125 shares of the Company’s common stock held by the Fund. In addition, Pappas has the sole voting power, upon exercise, over 4,523 shares issuable upon conversion of options that are owned in its individual capacity.

(ii) Power to Dispose:

Due to its arrangements with the Fund, Pappas’s investment committee has the sole power to dispose or direct the disposition of 2,663,305 shares of the Company’s common stock and shares issued upon exercise of a warrant to purchase 28,125 shares of the Company’s common stock held by the Fund. In addition, Pappas has the sole power to dispose or direct the disposition of 4,523 shares issuable upon conversion of options that are owned in its individual capacity.

Other than as described in Item 4, the Reporting Persons have 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

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such


CUSIP No. 69811Q106		Schedule 13D/A		Page 9 of 12 Pages

persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantors of profit, division of profit or loss or the giving or withholding of proxies.

Lock-up Agreement. On September 28, 2005, the Fund entered into a lock-up agreement with SG Cowen & Co., LLC and Bear, Stearns & Co. Inc., as representatives of the underwriters, in connection with a secondary offering of the Company’s common stock. Under terms of the lock-up agreement, the Fund cannot directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise dispose of, any shares of the Company’s common stock, or securities convertible into or exercisable or exchangeable for the Company’s common stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers to another, in whole or in part, any of the economic risk of ownership of the beneficially owned shares or securities convertible into or exercisable or exchangeable in the Company’s common stock or (iii) engage in any short selling of the Company’s common stock for a period of 90 days following the date of the final prospectus supplement, which was October 5, 2005. However, the lock-up agreement included an early release clause whereby the Fund could sell up to 600,000 shares of the Company’s common stock after 60 days following the date of the final prospectus supplement.

Item 7. Material to be Filed as Exhibits


Exhibit 99.01*		Joint Filing Agreement between A.M. Pappas & Associates, LLC, AMP&A Management, LLC and A.M. Pappas Life Science Ventures I, L.P.

Exhibit 99.02*		Agreement and Plan of Merger among V. I. Technologies, Inc., Panacos Pharmaceuticals, Inc. and certain other stockholders of Panacos Pharmaceuticals, Inc., dated June 2, 2004 (incorporated herein by reference to Annex A to the Proxy Statement on Form 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.03*		Amendment No. 1 to Agreement and Plan of Merger, dated November 5, 2004 (incorporated herein by reference to Annex B to the Proxy Statement on Form 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.04*		Amendment No. 2 to Agreement and Plan of Merger, dated November 28, 2004 (incorporated herein by reference to Annex C to the Proxy Statement on Form 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.05*		Amendment No. 3 to Agreement and Plan of Merger, dated December 8, 2004 (incorporated herein by reference to Annex D to the Proxy Statement on Form 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.06*		Amendment No. 4 to Agreement and Plan of Merger, dated February 14, 2005 (incorporated herein by reference to Annex E to the Proxy Statement on Form 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.07*		Securities Purchase Agreement, dated December 9, 2004, between V. I. Technologies, Inc. and certain purchasers (incorporated herein by reference to Annex G to the Proxy Statement on Form 14A filed by V. I. Technologies, Inc. on February 15, 2005)


CUSIP No. 69811Q106		Schedule 13D/A		Page 10 of 12 Pages


Exhibit 99.08		Lock-up Agreement, dated September 28, 2005, between A. M. Pappas Life Science Ventures I, LP and SG Cowen & Co., LLC and Bear, Stearns & Co. Inc., as representatives of the underwriters

*	Previously filed.


CUSIP No. 69811Q106		Schedule 13D/A		Page 11 of 12 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.

Date: December 12, 2005


A.M. Pappas & Associates, LLC

By:		/s/ Ford S. Worthy
Name:		Ford S. Worthy
Title:		Partner

AMP&A Management, LLC
By:		A.M. Pappas & Associates, LLC
Its:		Manager

By:		/s/ Ford S. Worthy
Name:		Ford S. Worthy
Title:		Partner, A.M. Pappas & Associates, LLC

A.M. Pappas Life Science Ventures I, L.P.
By:		AMP&A Management, LLC
Its:		General Partner
By:		A.M. Pappas & Associates, LLC
Its:		Manager

By:		/s/ Ford S. Worthy
Name:		Ford S. Worthy
Title:		Partner, A.M. Pappas & Associates, LLC


CUSIP No. 69811Q106		Schedule 13D/A		Page 12 of 12 Pages

EXHIBIT INDEX


Exhibit Number		Description
Exhibit 99.01*		Joint Filing Agreement between A.M. Pappas & Associates, LLC, AMP&A Management, LLC and A.M. Pappas Life Science Ventures I, L.P.

Exhibit 99.02*		Agreement and Plan of Merger among V. I. Technologies, Inc., Panacos Pharmaceuticals, Inc. and certain other stockholders of Panacos Pharmaceuticals, Inc., dated June 2, 2004 (incorporated herein by reference to Annex A to the Proxy Statement on Schedule 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.03*		Amendment No. 1 to Agreement and Plan of Merger, dated November 5, 2004 (incorporated herein by reference to Annex B to the Proxy Statement on Schedule 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.04*		Amendment No. 2 to Agreement and Plan of Merger, dated November 28, 2004 (incorporated herein by reference to Annex C to the Proxy Statement on Schedule 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.05*		Amendment No. 3 to Agreement and Plan of Merger, dated December 8, 2004 (incorporated herein by reference to Annex D to the Proxy Statement on Schedule 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.06*		Amendment No. 4 to Agreement and Plan of Merger, dated February 14, 2005 (incorporated herein by reference to Annex E to the Proxy Statement on Schedule 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.07*		Securities Purchase Agreement, dated December 9, 2004, between V. I. Technologies, Inc. and certain purchasers (incorporated herein by reference to Annex G to the Proxy Statement on Schedule 14A filed by V. I. Technologies, Inc. on February 15, 2005)

Exhibit 99.08		Lock-up Agreement, dated September 28, 2005, between A. M. Pappas Life Science Ventures I, LP and SG Cowen & Co., LLC and Bear, Stearns & Co. Inc., as representatives of the underwriters

*	Previously filed.

EX-99.08 2 dex9908.htm LOCK-UP AGREEMENT Lock-up Agreement

EXHIBIT 99.08

LOCK-UP AGREEMENT

September 28, 2005

SG COWEN & CO., LLC

BEAR, STEARNS & CO. INC.

As Representatives of the

several Underwriters

c/o SG Cowen & Co., LLC

1221 Avenue of the Americas

New York, New York 10020

Re:

Panacos Pharmaceuticals, Inc. – Offering of Common Stock

Dear Sirs:

In order to induce SG Cowen & Co., LLC (“SG Cowen”) and Bear, Stearns & Co. Inc. (together with SG Cowen, the “Representatives”) to enter in to a certain underwriting agreement with Panacos Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with respect to the offering of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), by the Company, the undersigned hereby agrees that for a period of 90 days following the date of the final prospectus supplement (the “Prospectus Supplement”) filed by the Company with the Securities and Exchange Commission in connection with such offering, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)), or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers to another, in whole or in part, any of the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable in Common Stock or (iii) engage in any short selling of the Common Stock; provided, however, that the foregoing restrictions shall not apply with respect to an aggregate of 600,000 shares of Common Stock (the “Early Release Shares”) during the period commencing on the 60^th day following the date of the Prospectus Supplement and ending on the 90^th day following the date of the Prospectus Supplement. Notwithstanding the foregoing, nothing contained herein will be deemed to restrict or prohibit the transfer of shares of Common Stock, Beneficially Owned Shares or securities convertible into or exercisable or exchangable for shares of Common Stock (i) as a bona fide gift, provided the recipient thereof agrees in writing to be bound by the terms hereof, (ii) by will or intestate succession to the legal representative or a member of the immediate family of the undersigned, provided the representative or family member agrees in writing to be bound by the terms hereof, or (iii) as a distribution to partners, retired partners or the estates of such partners or retired partners or shareholders of the undersigned, provided that the distributees thereof agree in writing to be bound by the terms hereof. Further, the foregoing prohibition shall not apply to dispositions of shares of Common Stock pursuant to a written plan for trading securities that is designed to satisfy the requirements of Rule 10b5-1 promulgated under the Exchange Act and is existing on the date hereof. For purposes of this Agreement, the term “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

Except with respect to the Early Release Shares, if (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last 17 days of the 90 day lock-up period, or (ii) prior to the expiration of the 90 day lock-up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90 day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock or Beneficially Owned Shares are transferred from the undersigned from and after the date hereof shall execute and deliver to the Representatives an agreement satisfactory to them certifying that the transferee is bound by the terms of this Agreement.

In addition, the undersigned hereby confirms that the undersigned does not have the right to request or demand registration pursuant to the Securities Act of any shares of Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop-transfer orders with the transfer agent of the Common Stock with respect to any shares of Common Stock or Beneficially Owned Shares.

The undersigned understands that the Company and the Representatives are relying upon this Agreement in proceeding towards consummation of the offering of Common Stock. The undersigned further understands that this Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Notwithstanding the foregoing, this Agreement shall terminate automatically in the event that the Underwriting Agreement has not been executed by October 15, 2005.

[Signature Page Follows]

SIGNATURE BLOCK FOR A NATURAL PERSON

Name:

Please Print

Date:

SIGNATURE BLOCK FOR A CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY

Name of corporation, partnership, trust or other entity, including type of entity and jurisdiction of organization:


A. M. Pappas Life Science Ventures I. LP

Please Print

By:		AMP & A Management, LLC (Its General Partner)
By:		A. M. Pappas & Associates, LLC ( Its’ Manager)
By:		/s/ Ford S. Worthy
Name:		Ford S. Worthy
Please Print
Title:		Partner
Please Print

Date:		September 28, 2005

[Signature Page to D&O Lock-Up Agreement]

-----END PRIVACY-ENHANCED MESSAGE-----