CUSIP NO. 44860M801 13D Page 1 of 5 Pages
SCHEDULE 13D
Information to be Included in Statements Filed Pursuant
to Rule 13d - 1(a) and Amendments Thereto Filed
Pursuant to Rule 13d - 2(a)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934*
Hybridon, Inc.
--------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
44860M801
---------
(CUSIP Number)
Robert G. Andersen
c/o Hybridon, Inc.
345 Vassar Street
Cambridge, MA 02139
(617) 679-5500
--------------
(Name, address and telephone number of person
authorized to receive notices and communications)
April 16, 2000
--------------
(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 which is the subject of this Schedule 13D, and is
filing this form because of Section 13d-1(e) (f) or (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 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 44860M801 13D Page 2 of 5 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
Sudhir Agrawal
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
PF
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
India
Number of 7 Sole Voting Power
Shares
Beneficially 4,603,659*
Owned by 8 Shared Voting Power
Each
Reporting 0
Person With 9 Sole Dispositive Power
4,603,659*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,603,659*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ] (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
9.60%**
14 Type of Reporting Person (See Instructions)
IN
* Includes options to purchase 4,481,499 shares of Common Stock of the
Issuer which are currently exercisable or exercisable within sixty days.
** Based upon 43,456,045 shares of Common Stock of the Issuer outstanding as
of March 31, 2003, as reported by the Issuer.
CUSIP NO. 44860M801 13D Page 3 of 5 Pages
ITEM 1 SECURITY AND ISSUER
Security: Common Stock
Issuer: Hybridon, Inc.
345 Vassar Street
Cambridge, MA 02139
ITEM 2 IDENTITY AND BACKGROUND
Name: Sudhir Agrawal
Business Address: Hybridon, Inc.
345 Vassar Street
Cambridge, MA 02139
Principal Occupation: President and Chief Scientific Officer
Name of Corporation: Hybridon, Inc.
Principal Business: Discovery and development of novel
therapeutics and diagnostics using
synthetic DNA.
Address of Corporation: 345 Vassar Street, Cambridge, MA 02139
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: India
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
94,400 shares of Common Stock were granted to the Reporting Person
by the Issuer. 10,000 shares of Common Stock were purchased by the
Reporting Person for an aggregate purchase price of $5,000. 17,760
shares of Common Stock were purchased by the Reporting Person for an
aggregate purchase price of $88.80. The purchase prices were paid
from the Reporting Person's personal funds. A total of 6,729,000 in
outstanding options were granted to the Reporting Person by the
Issuer of which 4,481,499 are currently exercisable or exercisable
within sixty days. The Issuer made the stock and stock option grants
as part of the compensation package of the Reporting Person.
ITEM 4 PURPOSE OF THE TRANSACTION
The stock and options were sold and/or granted as part of the
Reporting Person's compensation package. The Reporting Person
acquired the stock and options for investment purposes and not for
the purpose of acquiring control over the Issuer.
CUSIP NO. 44860M801 13D Page 4 of 5 Pages
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the acquisitions described in Item 3, as of March 31, 2003,
Sudhir Agrawal beneficially owned 4,603,659(1) shares of Hybridon, Inc.
Common Stock representing 9.60%(2) of the class.
(b) Number of shares Sudhir Agrawal has:
(i) sole power to direct the vote of: 4,603,659(1) shares
(ii) shared power to direct the vote of: 0 shares
(iii) sole power to direct the disposition of: 4,603,659(1) shares
(iv) shared power to direct the disposition of: 0 shares
(c) Not applicable
(d) Not applicable
(e) Not applicable
----------
(1) Includes options to purchase 4,481,499 shares of Common Stock of the
Issuer which are currently exercisable or exercisable within sixty days.
(2) Based upon 43,456,045 shares of Common Stock of the Issuer outstanding as
of March 31, 2003, as reported by the Issuer.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person was granted a total of 6,729,000 outstanding
options by the Issuer, of which 2,597,293 were granted pursuant to
personal stock option plans, 4,050,444 were granted under the
Issuer's 1997 Stock Incentive Plan, 51,263 were granted under the
Issuer's 1995 Stock Option Plan, and 30,000 were granted under the
Issuer's 1990 Stock Option Plan. Each stock option was made pursuant
to a stock option agreement between the Reporting Person and the
Issuer. The following is a chart detailing the material terms of
each stock option agreement:
Total Number of Amount Currently Exercisable or Exercise Price Grant Date Termination
---------------- -------------------------------- -------------- ---------- -----------
Options Granted* Exercisable Within Sixty Days Date
---------------- ----------------------------- ----
1,087,263 1,087,263 $0.50 9/23/1999 5/6/2003 -
1/1/2009
500,000 500,000 $1.063 1/1/2000 1/1/2010
500,000 500,000 $1.063 1/1/2001 1/1/2011
1,950,000 1,462,499 $0.5625 3/28/2001 3/28/2011
381,737 381,737 $1.063 4/2/2001 4/2/2011
2,310,000 550,000 $0.825 7/25/2001 7/25/2011
* Excludes exercised and cancelled options.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Not applicable
CUSIP NO. 44860M801 13D Page 5 of 5 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.
/s/ Sudhir Agrawal
-------------------------------------------
Name: Sudhir Agrawal
Dated: April 18, 2003