UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 1)*
HYBRIDON, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
44860M108
(CUSIP Number)
Youssef El-Zein
28, rue de Lubeck
75016 Paris, France
33-(01) 56-28-08-75
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 27, 2004
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
____________________
* 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).
SCHEDULE 13D
CUSIP NO. 44860M108 Page 2 of 14 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Youssef El-Zein
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,868,085
BENEFICIALLY ------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 11,492,444
WITH ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,868,085
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,492,444
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,360,529
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Not applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 44860M108 Page 3 of 14 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pillar Investment Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,020,229
BENEFICIALLY --------- --------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 10,472,215
WITH --------- --------------------------------------------
9 SOLE DISPOSITIVE POWER
1,020,229
--------- --------------------------------------------
10 SHARED DISPOSITIVE POWER
10,472,215
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,492,444
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Not applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 44860M108 Page 4 of 14 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Optima Life Sciences Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 10,472,215
BENEFICIALLY ------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
10,472,215
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,472,215
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Not applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 44860M108 Page 5 of 14 Pages
This Amendment No. 1 ("Amendment") to the original Schedule 13D filed
September 8, 2003, is being filed on behalf of Youssef El-Zein, Pillar
Investment Limited, a limited company incorporated under the laws of the Isle of
Man ("Pillar"), and Optima Life Sciences Limited, a limited company incorporated
under the laws of the Isle of Man ("Optima" and, together with Youssef El-Zein
and Pillar, the "Reporting Parties"). Mr. El-Zein is a director of Pillar and of
Optima. Pillar is the manager and investment advisor of Optima and holds all of
the voting shares of Optima.
Item 1. Security and Issuer.
This Amendment relates to the Common Stock, $0.001 par value per share
(the "Common Stock"), of Hybridon, Inc., a Delaware corporation (the "Company").
The address of the principal executive office of the Company is 345 Vassar
Street, Cambridge, Massachusetts 02139-4818.
Item 2. Identity and Background.
(a) This statement is being filed by the Reporting Parties:
Youssef El-Zein, Pillar and Optima.
(b) The business address of Mr. El-Zein is St. James's Chambers,
64A Athol Street, Isle of Man IM1 1JE.
(c) Mr. El-Zein's principal occupation is serving as a director of
Pillar.
The principal business of Pillar is providing managerial
investment advisory services to Optima. The address of Pillar
is St. James's Chambers, 64A Athol Street, Isle of Man IM1
1JE.
The principal business of Optima is investing in and holding
securities of the Company. The address of Optima is St.
James's Chambers, 64A Athol Street, Isle of Man IM1 1JE.
(d) None of the Reporting Parties and, to the knowledge of the
Reporting Parties, none of the Listed Directors (as defined
below), has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Parties and, to the knowledge of the
Reporting Parties, none of the Listed Directors, 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
SCHEDULE 13D
CUSIP NO. 44860M108 Page 6 of 14 Pages
result or such proceeding was or is 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.
(f) Mr. El-Zein is a citizen of France. Pillar and Optima were
organized under the laws of the Isle of Man.
In accordance with the provisions of General Instruction C to Schedule
13D, information required by Item 2 of Schedule 13D with respect to the
directors of Pillar and Optima is listed on Schedule 1 hereto and is
incorporated by reference herein. Pillar and Optima have no executive officers.
Mr. Bilal Sidani serves with Mr. El-Zein as a director of Pillar, and Mr. Sidani
and Mr. David Burge serve with Mr. El-Zein as directors of Optima. Messrs.
Sidani and Burge are referred to herein as the "Listed Directors."
Item 3. Source and Amount of Funds or Other Consideration.
On August 28, 2003, Optima purchased 5,500,381 shares of Common Stock
and warrants to purchase 1,650,114 shares of Common Stock (the "2003 Optima
Warrants") for a total purchase price of $4,015,278.38 in a private financing
consummated by the Company on August 28, 2003 and August 29, 2003 (collectively,
the "2003 Private Financing"). The 2003 Optima Warrants have an exercise price
of $1.00 per share of Common Stock and are exercisable on or prior to August 28,
2008. Optima purchased these securities pursuant to a Subscription Agreement,
dated as of August 28, 2003 between the Company and Optima (the "2003
Subscription Agreement"). Optima used its working capital to purchase these
securities. The Company also issued warrants to purchase 587,709 shares of
Common Stock to Pillar on August 28, 2003 (the "2003 Pillar Warrants"). The 2003
Pillar Warrants have an exercise price of $1.00 per share and are exercisable on
or prior to August 28, 2008. The 2003 Pillar Warrants were issued to Pillar as
part of Pillar's placement agent fees in connection with the participation of
certain non-U.S. investors in the 2003 Private Financing, including Optima,
pursuant to an engagement letter dated as of April 18, 2003 (the "2003
Engagement Letter"), by and among the Company, Pillar and PrimeCorp Finance S.A.
This Amendment relates to the additional purchase on August 27, 2004,
by Optima of 2,768,100 shares of Common Stock and warrants to purchase 553,620
shares of Common Stock (the "2004 Optima Warrants" and together with the 2003
Optima Warrants, the "Optima Warrants") for a total purchase price of $1,600,000
in a private financing consummated by the Company on August 27, 2004 (the "2004
Private Financing"). The amount paid was based on a market price for the Common
Stock of $.553 per share. The 2004 Optima Warrants have an exercise price of
$0.67 per share of Common Stock and are exercisable on or prior to August 27,
2009. Optima purchased these securities pursuant to a Subscription Agreement,
dated as of
SCHEDULE 13D
CUSIP NO. 44860M108 Page 7 of 14 Pages
August 27, 2004 between the Company and Optima (the "2004 Subscription
Agreement"). Optima used its working capital to purchase these securities.
In connection with the 2004 Private Financing, the Company issued
warrants to purchase 432,520 shares of Common Stock to Pillar on August 27, 2004
(the "2004 Pillar Warrants" and together with the 2003 Pillar Warrants, the
"Pillar Warrants"). The 2004 Pillar Warrants have an exercise price of $0.67 per
share and are exercisable on or prior to August 27, 2009. The 2004 Pillar
Warrants were issued to Pillar as part of Pillar's placement agent fees in
connection with the participation of certain non-U.S. investors in the 2004
Private Financing, including Optima, pursuant to an engagement letter dated as
of August 27, 2004 (the "2004 Engagement Letter"), by and between the Company
and Pillar.
Prior to the transactions on August 27, 2004, Mr. El-Zein beneficially
owned 1,868,085 shares of Common Stock. These shares include 40,250 shares of
Common Stock issuable upon exercise of stock options granted to Mr. El-Zein as a
director of the Company and currently exercisable (or exercisable within 60 days
after this amendment) and 1,827,835 shares of Common Stock held by Mr. El-Zein
directly. Mr. El-Zein acquired these securities primarily from certain
stockholders of the Company and from distributions from Pillar and certain
affiliates of Pillar. The securities distributed by Pillar and its affiliates to
Mr. El-Zein include securities issued to Pillar and its affiliates as payment
for consulting advisory services, including fees in connection with the
Company's financings in 1998, 1999 and 2000.
Item 4. Purpose of the Transaction.
The acquisition by Optima of the shares of Common Stock and warrants
beneficially owned by the Reporting Parties was effected because of the
Reporting Parties' belief that the Common Stock represents an attractive
investment. Mr. El-Zein and Pillar also accepted securities of the Company as
payment for consulting advisory services because of the Reporting Parties'
belief that the Common Stock represents an attractive investment. The Reporting
Parties may from time to time acquire additional shares of Common Stock or
warrants or engage in discussions with the Company concerning further
acquisitions of shares of Common Stock or warrants, or further investments in
the Company.
In particular, as a director of the Company, Mr. El-Zein is entitled to
receive stock options pursuant to the Company's director stock option plan. In
addition, Pillar may acquire additional warrants from the Company under the
terms of the 2004 Engagement Letter if the Company conducts additional closings
under the 2004 Private Financing with investors identified by Pillar.
The Reporting Parties intend to review their investments in the Company
on a continuing basis and, depending upon the price and availability of shares
of Common Stock, subsequent
SCHEDULE 13D
CUSIP NO. 44860M108 Page 8 of 14 Pages
developments affecting the Company, the Company's business and prospects, other
investment and business opportunities available to the Reporting Parties,
general stock market and economic conditions, tax considerations and other
factors considered relevant, may decide at any time to increase, or to decrease,
the size of their investments in the Company.
Except as set forth above in this Amendment, none of the Reporting
Parties and, to the knowledge of the Reporting Parties, none of the Listed
Directors, has any current plans or proposals that 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 or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (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, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer 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, as amended (the
"Exchange Act"); or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Youssef El-Zein beneficially owns 13,360,529 shares of Common
Stock. These shares represent approximately 11.7% of the
Common Stock outstanding. These shares include (i) 1,827,835
shares of Common Stock held directly by Mr. El-Zein, (ii)
40,250 shares of Common Stock which Mr. El-Zein has the right
to acquire upon the exercise of stock options during the
60-day period commencing August 27, 2004, (iii) 1,020,229
shares of Common Stock issuable upon exercise of the Pillar
Warrants, (iv) 8,268,481 shares of Common Stock held by Optima
and (v) 2,203,734 shares of Common Stock issuable upon
exercise of the Optima Warrants. Because of his relationship
with Pillar and Optima, Mr. El-Zein may be deemed to
beneficially own all of the shares of Common Stock that Pillar
and Optima beneficially own.
Pillar beneficially owns 11,492,444 shares of Common Stock.
These shares represent approximately 10.1% of the Common Stock
outstanding. These shares include (i) 1,020,229 shares of
Common Stock issuable upon exercise of the Pillar
SCHEDULE 13D
CUSIP NO. 44860M108 Page 9 of 14 Pages
Warrants, (ii) 8,268,481 shares of Common Stock held by Optima
and (iii) 2,203,734 shares of Common Stock issuable upon
exercise of the Optima Warrants. As the holder of all of the
voting shares of Optima, Pillar has the ability to elect and
remove the directors of Optima, and, as a result, may be
deemed to beneficially own all of the shares of Common Stock
that Optima beneficially owns.
Optima beneficially owns 10,472,215 shares of Common Stock.
These shares represent approximately 9.3% of the Common Stock
outstanding. These shares include (i) 8,268,481 shares of
Common Stock held by Optima and (ii) 2,203,734 shares of
Common Stock issuable upon exercise of the Optima Warrants.
Neither of the Listed Directors owns any shares of Common
Stock.
(b) Number of shares as to which each of the Reporting Parties
has:
Sole power to vote or to direct the vote of shares of Common
Stock:
Mr. El-Zein: 1,868,085
Pillar: 1,020,229
Optima: 10,472,215
Shared power to vote or to direct the vote of shares of Common
Stock:
Mr. El-Zein: 11,492,444
Pillar: 10,472,215
Optima: 0
Sole power to dispose of or direct the disposition of shares
of Common Stock:
Mr. El-Zein: 1,868,085
Pillar: 1,020,229
Optima: 10,472,215
Shared power to dispose or to direct the disposition of shares
of Common Stock:
Mr. El-Zein: 11,492,444
Pillar: 10,472,215
Optima: 0
SCHEDULE 13D
CUSIP NO. 44860M108 Page 10 of 14 Pages
(c) Except as described below, none of the Reporting Parties and,
to the knowledge of the Reporting Parties, none of the Listed
Directors has effected any transactions in the Common Stock
during the past 60 days:
(i) Optima purchased 2,768,100 shares of Common Stock and
warrants to purchase 553,620 shares of Common Stock
in the 2004 Private Financing on August 27, 2004. The
description of this transaction is included in the
second paragraph of Item 3 to this Amendment and is
incorporated herein by reference.
(ii) Pillar acquired warrants to purchase 432,520 shares
of Common Stock on August 27, 2004. The description
of this transaction is included in the third
paragraph of Item 3 of this Amendment and is
incorporated herein by reference.
(d) The Reporting Parties do not know of any other person who has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares
of Common Stock reported in this Amendment as beneficially
owned by the Reporting Parties.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Parties and the Listed Directors are parties to the
following contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of the Company:
(a) Pursuant to Rule 13d-1(k) promulgated under the Exchange Act,
the Reporting Parties have entered into an agreement, attached
hereto, with respect to the joint filing of this Amendment.
This joint filing agreement is incorporated by reference to
Exhibit 99.1 hereto.
(b) The 2003 Optima Warrant to purchase 1,650,114 shares of Common
Stock issued to Optima on August 28, 2003 pursuant to the 2003
Subscription Agreement is described in the first paragraph of
Item 3 of this Amendment, which description is incorporated
herein by reference. The summary of the 2003 Optima Warrant in
this Amendment is qualified in its entirety by reference to
the 2003 Optima Warrant, which is incorporated by reference to
Exhibit 99.2 hereto.
SCHEDULE 13D
CUSIP NO. 44860M108 Page 11 of 14 Pages
(c) The 2003 Pillar Warrant to purchase 587,709 shares of Common
Stock issued to Pillar on August 28, 2003 pursuant to the 2003
Engagement Letter is described in the first paragraph of Item
3 of this Amendment, which description is incorporated herein
by reference. The summary of the 2003 Pillar Warrant in this
Amendment is qualified in its entirety by reference to the
2003 Pillar Warrant, which is incorporated by reference to
Exhibit 99.3 hereto.
(d) In connection with its purchase of shares of Common Stock and
the 2004 Optima Warrants, Optima entered into the 2004
Subscription Agreement. The 2004 Subscription Agreement
provides for the purchase by Optima, and the sale by the
Company, of securities in the 2004 Private Financing. This
transaction is described in the second paragraph of Item 3 of
this Amendment, which description is incorporated herein by
reference. The summary of the 2004 Subscription Agreement in
this Amendment is qualified in its entirety by reference to
the 2004 Subscription Agreement, which is attached as Exhibit
99.4 hereto.
(e) The 2004 Optima Warrant to purchase 553,620 shares of Common
Stock issued to Optima on August 27, 2004 pursuant to the 2004
Subscription Agreement is described in the second paragraph of
Item 3 of this Amendment, which description is incorporated
herein by reference. The summary of the 2004 Optima Warrant in
this Amendment is qualified in its entirety by reference to
the form of 2004 Optima Warrant, which is attached as Exhibit
99.5 hereto.
(f) Pursuant to the 2004 Engagement Letter referenced in Item 3 of
this Amendment, the Company engaged Pillar as a non-exclusive
financial advisor to the Company in connection with the
private placement of securities of the Company outside the
United States. In consideration for these services, the
Company agreed to pay Pillar cash fees and warrants to
purchase shares of Common Stock as placement fees. The 2004
Engagement Letter may be terminated at any time upon written
notice by the Company or by Pillar. The summary of the 2004
Engagement Letter in this Amendment is qualified in its
entirety by reference to the 2004 Engagement Letter, which is
attached as Exhibit 99.6 hereto.
(g) The 2004 Pillar Warrant to purchase 432,520 shares of Common
Stock issued to Pillar on August 27, 2004 pursuant to the 2004
Engagement Letter is described in the third paragraph of Item
3 of this Amendment, which description is incorporated herein
by reference. The summary of the 2004 Pillar Warrant in this
Amendment is qualified in its entirety by reference to the
form of 2004 Pillar Warrant, which is attached as Exhibit 99.7
hereto.
SCHEDULE 13D
CUSIP NO. 44860M108 Page 12 of 14 Pages
(h) In connection with the 2004 Private Financing, the Company
entered into a registration rights agreement dated as of
August 27, 2004 with the investors in the 2004 Private
Financing and Pillar (the "2004 Registration Rights
Agreement") under which the Company agreed to register the
resale of the shares of Common Stock issued in the 2004
Private Financing, the shares of Common Stock issuable upon
exercise of the warrants issued in the 2004 Private Financing
and the shares of Common Stock issuable upon exercise of the
warrants issued to Pillar in connection with the 2004 Private
Financing. The summary of the 2004 Registration Rights
Agreement in this Amendment is qualified in its entirety by
reference to the 2004 Registration Rights Agreement, which is
attached as Exhibit 99.8 hereto.
(i) Optima is subject to the Memorandum and Articles of
Association of Optima, as amended (the "Memorandum and
Articles"), which were adopted by Optima on August 19, 2004,
and the Management Agreement dated August 20, 2003 between
Optima and Pillar (the "Management Agreement"). The Memorandum
and Articles establish the rights, preferences and privileges
of the different classes of capital in Optima, including the
management shares held by Pillar. These rights, preferences
and privileges include voting rights, redemption rights and
rights upon the windup of Optima. The Management Agreement
provides that Pillar will serve as the Manager and Investment
Advisor of Optima and will administer Optima's day-to-day
activities. Optima has agreed to pay Pillar's fees and
expenses for these services in shares of Common Stock. Such
payment of shares of Common Stock will generally occur upon
the exercise by shareholders of Optima of their redemption
rights. The summary of the Memorandum and Articles and the
Management Agreement in this Amendment is qualified in its
entirety by reference to the Memorandum and Articles and the
Management Letter, which are attached as Exhibit 99.9 and
incorporated by reference to Exhibit 99.10, respectively.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or, to the knowledge of the Reporting Parties, the Listed Directors, or between
such persons and any other person with respect to any securities of the Company
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits to this statement:
SCHEDULE 13D
CUSIP NO. 44860M108 Page 13 of 14 Pages
99.1 Joint Filing Agreement, dated as of September 8, 2003, by and
among the Reporting Parties (incorporated by reference to
Exhibit 1 to the filing on Schedule 13D by the Reporting
Parties dated September 8, 2003).
99.2 Warrant to purchase 1,650,114 shares of Common Stock issued to
Optima on August 28, 2003 (incorporated by reference to
Exhibit 3 to the filing on Schedule 13D by the Reporting
Parties dated September 8, 2003).
99.3 Warrant to purchase 587,709 shares of Common Stock issued to
Pillar on August 28, 2003 (incorporated by reference to
Exhibit 5 to the filing on Schedule 13D by the Reporting
Parties dated September 8, 2003).
99.4 Subscription Agreement, dated as of August 27, 2004, by and
between the Company and Optima (filed herewith).
99.5 Form of Warrant to purchase 553,620 shares of Common Stock
issued to Optima on August 27, 2004 (filed herewith).
99.6 Engagement letter dated as of August 27, 2004, by and between
the Company and Pillar (filed herewith).
99.7 Form of Warrant to purchase 432,520 shares of Common Stock
issued to Pillar on August 27, 2004 (filed herewith).
99.8 Registration Rights Agreement, dated as of August 27, 2004, by
and among the Company, the investors in the 2004 Private
Financing and Pillar (filed herewith).
99.9 Memorandum and Articles of Association of Optima, as amended,
adopted by Optima on August 19, 2004 (filed herewith).
99.10 Management Agreement, dated August 20, 2003, by and between
Optima and Pillar (incorporated by reference to Exhibit 8 to
the filing on Schedule 13D by the Reporting Parties dated
September 8, 2003).
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.
October 8, 2004
By: /s/ Youseff El-Zein
Youssef El-Zein
Pillar Investment Limited
By: /s/ Youseff El-Zein
Youssef El-Zein
Director
Optima Life Sciences Limited
By: /s/ Bilal Sidani
Bilal Sidani
Director
SCHEDULE I
Set forth below is the name, position, present principal occupation and
business address of each of the directors Pillar and Optima.
----------------------------------------------------------------------------------------------------------------------
Pillar
----------------------------------------------------------------------------------------------------------------------
Name Position with Pillar Present Principal Business Address Citizenship
Occupation
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Youssef El-Zein Director Director of St. James's France
Pillar Investment Chambers, 64A
Limited Athol Street,
Douglas, Isle of
Man IM 1JE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Bilal Sidani Director Director of St. James's France
Pillar Investment Chambers, 64A
Limited Athol Street,
Douglas, Isle of
Man IM 1JE
----------------------------------------------------------------------------------------------------------------------
Optima
----------------------------------------------------------------------------------------------------------------------
Name Position with Optima Present Principal Business Address Citizenship
Occupation
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Youssef El-Zein Director Director of St. James's France
Pillar Investment Chambers, 64A
Limited Athol Street,
Douglas, Isle of
Man IM 1JE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Bilal Sidani Director Director of St. James's France
Pillar Investment Chambers, 64A
Limited Athol Street,
Douglas, Isle of
Man IM 1JE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
David Burge Director Managing Director St. James's United Kingdom
of Caledonian Chambers, 64A
Trust (IOM) Limited, Athol Street,
a licensed Corporate Douglas, Isle of
Service Provider Man IM 1JE
under the laws of the
Isle of Man
------------------------- ---------------------- ----------------------- ---------------------- ----------------------