SEC Info - Healthmed Inc, et al. - ‘SC 13D/A’ on 3/16/98 re: Avanir Pharmaceuticals, Inc.

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Healthmed Inc, et al. – ‘SC 13D/A’ on 3/16/98 re: Avanir Pharmaceuticals, Inc.

As of: Monday, 3/16/98 · Accession #: 1047469-98-10029 · File #: 5-41430

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/16/98  Healthmed Inc                     SC 13D/A               2:39K  Avanir Pharmaceuticals, Inc.      Merrill Corp/New/FA
          David H. Katz
          George P. Rutland
          Healthmed Inc
          Mitchell J. Stein
          Wallace O. Raubenheimer

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          19     63K 
                          Ownership                                              
 2: EX-9        Voting Trust Agreement                                 1      6K

SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Schedule 13D Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
7	Item 1. Security and Issuer
"	Item 2. Identity and Background
8	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
9	Item 5. Interest in Securities of the Issuer
12	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
13	Item 7. Material to Be Filed as Exhibits

SC 13D/A 1st Page of 19 TOC ↑Top Previous Next ↓Bottom Just 1st
 
      SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C.  20549

      SCHEDULE 13D

     Under the Securities Exchange Act of 1934
     (Amendment No. 1)

     Lidak Pharmaceuticals
     ---------------------
      (Name of Issuer)

     Class A Common Stock and Class B Common Stock
     -----------------------------------------------
      (Title of Class of Securities)

     531707107
     -------------------------------------
     (CUSIP Number of Class of Securities)

      Michael D. Donahue, Esq.
      Asher M. Leids, Esq.
     Donahue, Mesereau & Leids LLP
      1900 Avenue of the Stars
      Suite 2700
      Los Angeles, California  90067
      (310) 277-1441
      --------------------------
     (Name, Address and Telephone Number of Person Authorized to
     Receive Notices and Communications)

       March 6, 1998
     ---------------------------
     (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 Statement because of        
Rule  13d-1(b)(3) or (4), check the following                              / /  

Check the following box if a fee is being paid with this Statement:        / /  

SC 13D/A 2nd Page of 19 TOC 1st Previous Next ↓Bottom Just 2nd
------------------------------------------------------------------------------  

CUSIP No. 531707107                                                             
------------------------------------------------------------------------------  
(1)  NAME OF REPORTING PERSON:  HealthMed, Inc.                               
S.S. OR I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSON: 91-1878972     
------------------------------------------------------------------------------  

(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                 (a)/X/ 
                                                                      (b)/ /
------------------------------------------------------------------------------  
(3)  SEC USE ONLY                                                             
------------------------------------------------------------------------------  
(4)  SOURCE OF FUNDS*                                                         
        00 HealthMed, Inc. Is obligated to pay an aggregate of $1,791,238.98
          in promissory notes for the shares purchased from Dr. Katz and Medical
Biology Institute                                           
------------------------------------------------------------------------------  
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                          
    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                              / /
------------------------------------------------------------------------------  
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION                                     
Nevada            
------------------------------------------------------------------------------  
: (7)     SOLE VOTING POWER   
:         2,187,383           
:                             
NUMBER OF               ----------------------------------------------------- 
SHARES                  : (8)     SHARED VOTING POWER                         
BENEFICIALLY            :           -0-                                       
OWNED BY                :                                                     
EACH                    ----------------------------------------------------- 
REPORTING               : (9)     SOLE DISPOSITIVE POWER                      
PERSON WITH             :         1,165,821                                   
:                             
                       -----------------------------------------------------
    :(10)     SHARED DISPOSITIVE POWER
:           -0-               
------------------------------------------------------------------------------  
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                               
REPORTING PERSON                                                    
     2,187,383
------------------------------------------------------------------------------  
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11                          /X/  
EXCLUDES CERTAIN SHARES*                                            
------------------------------------------------------------------------------  
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                          
      5.4%
------------------------------------------------------------------------------  
(14)  TYPE OF REPORTING PERSON*                                                 
      CO
------------------------------------------------------------------------------  
     *SEE INSTRUCTIONS BEFORE FILLING OUT!

2 

SC 13D/A 3rd Page of 19 TOC 1st Previous Next ↓Bottom Just 3rd
------------------------------------------------------------------------------  
CUSIP No. 531707107                                                             
------------------------------------------------------------------------------  
(1)   NAME OF REPORTING PERSON:     Mitchell J. Stein                           
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON:                 
------------------------------------------------------------------------------  
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:               (a)  /X/  
                                                                    (b)  / /
------------------------------------------------------------------------------  
(3)  SEC USE ONLY                                                             
------------------------------------------------------------------------------  

(4)  SOURCE OF FUNDS*                                                         
        00 HealthMed, Inc. Is obligated to pay an aggregate of $1,791,238.98
          in promissory notes for the shares purchased from Dr. Katz and Medical
Biology Institute                                           
------------------------------------------------------------------------------  
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                      / /  
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                             
------------------------------------------------------------------------------  
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION                                       
United States of America      
------------------------------------------------------------------------------  
: (7)     SOLE VOTING POWER   
:              -0-            
NUMBER OF SHARES        :                                                     
                       -----------------------------------------------------
: (8)     SHARED VOTING POWER 
BENEFICIALLY            :              -0-                                    
OWNED BY                :                                                     
EACH                    ----------------------------------------------------- 
REPORTING               : (9)     SOLE DISPOSITIVE POWER                      
PERSON WITH             :              -0-                                    
:                             
                       -----------------------------------------------------
    :(10)     SHARED DISPOSITIVE POWER
:              -0-            
------------------------------------------------------------------------------  
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                               
REPORTING PERSON                                                    
     2,187,383
------------------------------------------------------------------------------  
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11                               
    EXCLUDES CERTAIN SHARES*                                             /X/
------------------------------------------------------------------------------  
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                          
      5.4%
------------------------------------------------------------------------------  
(14)  TYPE OF REPORTING PERSON*                                                 
      IN
------------------------------------------------------------------------------  
     *SEE INSTRUCTIONS BEFORE FILLING OUT!

3 

SC 13D/A 4th Page of 19 TOC 1st Previous Next ↓Bottom Just 4th
------------------------------------------------------------------------------  

CUSIP No. 531707107                                                             
------------------------------------------------------------------------------  

(1) NAME OF REPORTING PERSON:     David H. Katz, M.D.                         
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: 231-54-1770     
------------------------------------------------------------------------------  

(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:               (a)  /X/ 
                                                                    (b)  / /
------------------------------------------------------------------------------  
(3)  SEC USE ONLY                                                             
------------------------------------------------------------------------------  
(4)  SOURCE OF FUNDS*                                                         
        00 HealthMed, Inc. Is obligated to pay an aggregate of $1,528,234.98
in promissory notes for the shares purchased from Dr. Katz  
------------------------------------------------------------------------------  
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                          
    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                              / /
------------------------------------------------------------------------------  
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION                                     
United States of America      
------------------------------------------------------------------------------  
: (7)     SOLE VOTING POWER   
:              -0-            
NUMBER OF               :                                                     
SHARES                  ----------------------------------------------------- 
BENEFICIALLY            : (8)     SHARED VOTING POWER                         
OWNED BY                :              -0-                                    
EACH                    :                                                     
REPORTING               ----------------------------------------------------- 
PERSON WITH             : (9)     SOLE DISPOSITIVE POWER                      
           :         Class A Common Stock: 3,344,696
         :         Class B Common Stock: 385,000
:                             
                       -----------------------------------------------------
    :(10)     SHARED DISPOSITIVE POWER
:              -0-            
------------------------------------------------------------------------------  
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                               
REPORTING PERSON   Class A Common Stock: 3,344,696                  
Class B Common Stock: 385,000 
------------------------------------------------------------------------------  
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN              
    SHARES*                                                              /X/

------------------------------------------------------------------------------  
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                          
Class A Common Stock: 8.1%                                          
Class B Common Stock: 88.7%                                         
------------------------------------------------------------------------------  
(14)  TYPE OF REPORTING PERSON*                                                 
IN                            
------------------------------------------------------------------------------  

     *SEE INSTRUCTIONS BEFORE FILLING OUT!

4 

SC 13D/A 5th Page of 19 TOC 1st Previous Next ↓Bottom Just 5th
------------------------------------------------------------------------------  

CUSIP No. 531707107                                                             
------------------------------------------------------------------------------  
(1) NAME OF REPORTING PERSON:     Wallace O. Raubenheimer                     
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON:                 
------------------------------------------------------------------------------  

(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:               (a)  /X/ 
                                                                    (b)  / /
------------------------------------------------------------------------------  
(3)  SEC USE ONLY                                                             
------------------------------------------------------------------------------  
(4)  SOURCE OF FUNDS*   PF                                                    
------------------------------------------------------------------------------  
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                          
    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                              / /

------------------------------------------------------------------------------  
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION                                     
      United States of America
------------------------------------------------------------------------------  
: (7)     SOLE VOTING POWER   
:         144,134             
NUMBER OF               :                                                     
SHARES                  ----------------------------------------------------- 
BENEFICIALLY            : (8)     SHARED VOTING POWER                         
OWNED BY                :           -0-                                       
EACH                    :                                                     
REPORTING               ----------------------------------------------------- 
PERSON WITH             : (9)     SOLE DISPOSITIVE POWER                      
:         144,134             
:                             
                       -----------------------------------------------------
    :(10)     SHARED DISPOSITIVE POWER
:           -0-               
------------------------------------------------------------------------------  
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                               
REPORTING PERSON                                                    
     618,702
------------------------------------------------------------------------------  
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11                               
    EXCLUDES CERTAIN SHARES*                                             /X/
------------------------------------------------------------------------------  
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                          
      1.6%
------------------------------------------------------------------------------  
(14)  TYPE OF REPORTING PERSON*                                                 
      IN
------------------------------------------------------------------------------  

     *SEE INSTRUCTIONS BEFORE FILLING OUT!

5 

SC 13D/A 6th Page of 19 TOC 1st Previous Next ↓Bottom Just 6th
------------------------------------------------------------------------------  

CUSIP No. 531707107                                                             
------------------------------------------------------------------------------  
(1) NAME OF REPORTING PERSON:     George P. Rutland                           
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON:                 
------------------------------------------------------------------------------  

(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:               (a)  /X/ 
                                                                    (b)  / /
------------------------------------------------------------------------------  
(3)  SEC USE ONLY                                                             
------------------------------------------------------------------------------  
(4)  SOURCE OF FUNDS*   PF                                                    
------------------------------------------------------------------------------  
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                          
    REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                              / /

------------------------------------------------------------------------------  
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION                                     
United States of America      
------------------------------------------------------------------------------  
: (7)     SOLE VOTING POWER   
:         88,000              
NUMBER OF               :                                                     
SHARES                  ----------------------------------------------------- 
BENEFICIALLY            : (8)     SHARED VOTING POWER                         
OWNED BY                :          12,000                                     
EACH                    :                                                     
REPORTING               ----------------------------------------------------- 
PERSON WITH             : (9)     SOLE DISPOSITIVE POWER                      
:         88,000              
:                             
                       -----------------------------------------------------
    :(10)     SHARED DISPOSITIVE POWER
:         12,000              
------------------------------------------------------------------------------  
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                               
REPORTING PERSON                                                    
     100,000
------------------------------------------------------------------------------  
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11                               
    EXCLUDES CERTAIN SHARES*                                             /X/
------------------------------------------------------------------------------  
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                          
      0.2%
------------------------------------------------------------------------------  
(14)  TYPE OF REPORTING PERSON*                                                 
      IN
------------------------------------------------------------------------------  
     *SEE INSTRUCTIONS BEFORE FILLING OUT!

6 

SC 13D/A 7th Page of 19 TOC 1st Previous Next ↓Bottom Just 7th
This Amendment No. 1 amends and supplements the statement on
Schedule 13D, dated January 12, 1998, relating to the Class A Common Stock,     
no par value (the "Class A Common Stock") and the Class B Common Stock, no      
par value (the "Class B Common Stock") (the Class A Common Stock and the        
Class B Common Stock may hereinafter be referred to collectively as, the        
"Shares"), issued by Lidak Pharmaceuticals, a California corporation (the       
"Company"), and is being filed pursuant to Rule 13d-2 under the Securities      
Exchange Act of 1934, as amended (the "Exchange Act").                          

       The information set forth in the Exhibits attached hereto is hereby
expressly incorporated herein by reference and the response to each item of     
this Schedule 13D is qualified in its entirety by the provisions of such        
exhibits.                                                                       

ITEM 1.  SECURITY AND ISSUER                                                    

This statement on Schedule 13D (the "Schedule 13D") relates to the  
Shares of the Company.  The principal executive offices of the Company are      
located at 11077 N. Torrey Pines Road, La Jolla, California 92037.              

ITEM 2.  IDENTITY AND BACKGROUND                                                

      (a)  This Schedule 13D is being filed by HealthMed, Inc., a Nevada
Corporation and the following natural persons: Mitchell J. Stein, David H.      
Katz, M.D., Wallace O. Raubenheimer and George P. Rutland (collectively, the    
"Reporting Persons"). The name, address, citizenship and present principal      
occupation or employment of each executive officer, director and each person    
controlling Healthmed, Inc. are set forth in Annex I hereto, which Annex I is   
hereby incorporated herein by this reference.                                   

  (b)  HealthMed, Inc.'s principal business and principal office
address is 8306 Wilshire Boulevard, Suite 7056, Beverly Hills, California       
90211.  Mr. Stein's address is 8306 Wilshire Boulevard, Suite 7056, Beverly     
Hills, California 90211.  Dr. Katz's address is c/o Medical Biology Institute   
("MBI"), 11077 N. Torrey Pines Road, La Jolla, California 92037.  Mr.           
Raubenheimer's address is c/o Folsom's Air Service, Burnt Jacket Road,          
Greenville, Maine 04441. Mr. Rutland's address is 2625 Acuna Court, Carlsbad,   
California 92009.                                                               

       (c)  The present principal business of HealthMed, Inc. is providing
consulting services to healthcare companies.  The present principal             
occupation of Mr. Stein is President and Chief Executive Officer of             
HealthMed, Inc.  The present principal occupation of Dr. Katz is serving as a   
member of the Board of Directors of the Company and serving as President and    
Chief Executive Officer of MBI.  The present principal occupation of Mr.        
Raubenheimer is investments.  The present principal occupation of Mr. Rutland   
is serving as Chairman of the Board of Directors and Chief Executive Officer    
of Taipan Corporation and serving as a member of the Board of Directors of      
Hemet Federal Bank.                                                             

      (d)  During the past five years none of the Reporting Persons and,
to the best knowledge of the Reporting Persons, none of the executive           
officers, directors, trustees or controlling persons of HealthMed, Inc. has     
been convicted in a criminal proceeding (excluding traffic violations or        
similar misdemeanors).                                                          

     (e)  None of the Reporting Persons, and, to the best knowledge of
the Reporting Persons, none of the executive officers, directors, trustees or   
control persons of HealthMed, Inc. has, during the last five years, been a      
party to a civil proceeding or 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.                                                           

7 

SC 13D/A 8th Page of 19 TOC 1st Previous Next ↓Bottom Just 8th
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

 Pursuant to the terms of a Stock Purchase Agreement dated January 12,
1998 by and between David H. Katz, M.D. ("Dr. Katz") and HealthMed, Inc. (the   
"Katz Stock Purchase Agreement"), Dr. Katz sold 308,100 shares of Class A       
Common Stock and 70,200 shares of Class B Common Stock, no par value of the     
Company (the "Class B Common Stock")to HealthMed, Inc. for a total purchase     
price of $1,528,234.98 (the "Katz Promissory Note").  The purchase price was    
paid by the HealthMed, Inc. in the form of a promissory note in the principal   
amount of $1,528,234.98.  Said promissory note matures on January 12, 2000.     

 Pursuant to the terms of a Stock Purchase Agreement dated January 12,
1998 by and between Medical Biology Institute, a California nonprofit public    
benefit corporation ("MBI") and HealthMed, Inc. (the "MBI Stock Purchase        
Agreement"), MBI sold 65,100 shares of Class A Common Stock to HealthMed,       
Inc. for a total purchase price of $263,004.  The purchase price was paid by    
HealthMed, Inc. in the form of a promissory note in the principal amount of     
$263,004 (the "MBI Promissory Note").  Said promissory note matures on          
January 12, 2000.                                                               

ITEM 4.  PURPOSE OF TRANSACTION                                                 

The Reporting Persons purchased the Shares owned by each of them for
purposes of investment and for the purposes otherwise specified hereinbelow     
in this Item 4.  Subject to applicable legal and contractual requirements,      
and depending upon their respective evaluations of the Company's business and   
prospects, future developments, market conditions and other factors, any of     
the Reporting Persons may, from time to time, purchase additional Shares or     
sell or cause to be sold, all or a portion of these Shares for which the        
Reporting Person exercises voting or dispositive power, either in open market   
or privately negotiated transactions or otherwise.                              

Subject to the foregoing, the Reporting Persons have no plans or    
proposals which relate to Items 4(a) through (j) of Schedule 13D except as      
follows:                                                                        

      (a)  The Reporting Persons may seek to achieve voting control over
a majority of the Company's outstanding securities through open market          
purchases, privately negotiated transactions, placement of shares of the        
Company into voting trusts over which HealthMed, Inc. will have voting          
control, the solicitation of proxies or otherwise.                              

(b)  Not Applicable.                                        

(c)  Not Applicable.                                        

      (d)  The intent of the Reporting Persons is to seek to elect three
new members to the Company's Board of Directors at the Company's 1998 Annual    
Meeting of Shareholders.                                                        

   (e)  On January 13, 1998, HealthMed, Inc. submitted a financing
proposal to the Company.  On March 3, 1998, as a result of the Company's        
unwillingness to seriously pursue such proposal, HealthMed, Inc. withdrew its   
proposal.  The Reporting Persons may seek additional financing for the          
Company in order to further the Company's objectives in developing and          
marketing its products.  Such financing may take the form of debt or equity     
issuances.                                                                      

      (f)  If the financing discussed in Item 4(e) occurs, the Company's
capitalization will be effected by the issuance of any debt or equity           
financing that the Company may engage in.                                       

8 

SC 13D/A 9th Page of 19 TOC 1st Previous Next ↓Bottom Just 9th
(g)  Not Applicable.                                        

(h)  Not Applicable.                                        

(i)  Not Applicable.                                        

(j)  Not Applicable.                                        

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

 (a) HealthMed, Inc. is the direct beneficial owner of 443,400
Shares. Further, HealthMed, Inc. has voting power over an additional            
1,034,603 Shares pursuant to the terms of Voting Trust Agreements with Dr.      
Katz and MBI (see below).  Moreover, HealthMed, Inc. may be deemed to have a    
beneficial interest in 709,380 Shares which HealthMed, Inc. may acquire         
pursuant to the terms of the Purchase Rights Agreement (as hereinafter          
defined).  Accordingly, HealthMed, Inc. may be deemed to beneficially own       
approximately 2,187,383 Shares (the "HealthMed Shares"), representing           
approximately 5.4% of the Shares outstanding. Mr. Stein, as president, chief    
executive officer and the indirect majority shareholder of HealthMed, Inc.      
may be deemed to be beneficial owner of the HealthMed Shares, although he       
disclaims beneficial ownership of such shares.                                  

       The percentage of Shares outstanding reported as beneficially owned
by HealthMed, Inc. on the date hereof is based upon the Company's Form 10-K     
for the Fiscal Year Ended September 30, 1997 so that the HealthMed, Inc.'s      
information is that the total shares of Class A Common Stock issued and         
outstanding as of December 29, 1997 was 38,742,511 Shares.  The calculation     
as to percentage ownership gives effect to (i) the automatic conversion of      
the 234,000 shares of Class B Common Stock of the Company into 234,000 Shares   
of Class A Common Stock upon the transfer of such Shares as required by the     
Company's Restated Articles of Incorporation (the "Articles") and (ii) the      
exercise by Dr. Katz of options to acquire up to 1,877,000 shares of Class A    
Common Stock and 375,000 shares of Class B Common Stock, aggregating            
2,252,000, HealthMed, Inc.'s right to acquire 31.5% of such shares              
representing an aggregate of 591,255 shares of Class A Common Stock and         
118,125 shares of Class B Common Stock, aggregating 709,380 shares and the      
automatic conversion of the 118,125 shares of Class B Common Stock into         
118,125 shares of Class A Common Stock, and results, for purposes of            
calculating the percent of class owned by HealthMed, Inc., in there being       
40,619,511 shares of Class A Common Stock issued and outstanding.               

   Dr. Katz is the beneficial owner of 3,344,696 shares of Class A
Common Stock and 385,000 shares of Class B Common stock.  Dr. Katz may          
therefore by deemed to beneficially own 8.1% of the Class A Common Stock        
outstanding and 88.7% of the Class B Common Stock outstanding.  Pursuant to     
the Articles, each share of Class A Common Stock entitles the holder to one     
vote and each share of Class B Common Stock entitles the holder to five votes   
upon any and all matters submitted to the shareholders of the Company for a     
vote.                                                                           

     The calculation of the percentage of shares beneficially owned by
Dr. Katz  as of the date hereof is based on the Company's Form 10-K for the     
Fiscal Year Ended September 30, 1997 in which the Company reported there were   
38,742,511 shares of Class A Common Stock outstanding and 283,000 shares of     
Class B Common Stock outstanding as of December 29, 1997.  The calculation      
gives effect to the automatic conversion of 163,800 shares of Class B Common    
Stock transferred by Dr. Katz into the voting trust (see item 5b below) into    
163,800 shares of Class A Common Stock and 70,200 shares of Class B Common      
Stock sold by Dr. Katz into 70,200 shares of Class A Common Stock as required   
by the Articles.  The calculation also gives effect to (i) Dr. Katz's           
exercise of his stock options (the "Options") which grant to him the right to   
purchase                                                                        

9 

SC 13D/A 10th Page of 19 TOC 1st Previous Next ↓Bottom Just 10th
1,877,000 shares of Class A Common Stock and 375,000 share of Class B Common    
Stock, (ii) Dr. Katz's exercise of his Class D Warrants to purchase 386,190     
shares of Class A Common Stock, (iii) Dr. Katz's wife's exercise of options     
to purchase 10,000 shares of Class B Common Stock and (iv) Dr. Katz's wife's    
exercise of options to purchase 46,903 shares of Class A Common Stock and       
results, for purposes of calculating the percent of class owned by Dr. Katz,    
in there being 41,286,604 shares of Class A Common Stock issued and             
outstanding and 434,000 shares of Class B Common Stock issued and outstanding.  

    Mr. Raubenheimer is the beneficial owner of 618,702 Shares.  Mr.
Raubenheimer has sole voting and investment power over 144,134 Shares.  Mr.     
Raubenheimer's wife is the beneficial owner of 367,900 Shares.  Mr.             
Raubenheimer disclaims beneficial ownership of such shares.  Further, Mr.       
Raubenheimer is the beneficial owner of Class D warrants exercisable into       
106,668 Shares. Accordingly, Mr. Raubenheimer may be deemed to beneficially     
own approximately 1.6% of the Shares oustanding.                                

      Mr. Rutland is the beneficial owner of 100,000 Shares, of which he
has sole voting and investment power over 88,000 shares and shared voting and   
investment power, with his wife, over 12,000 Shares.  Accordingly, Mr.          
Rutland may be deemed to beneficially own approximately 0.2% of the Shares      
oustanding.                                                                     

      The percentage of Shares oustanding reported as beneficially owned
by Messrs. Raubenheimer and Rutland on the date hereof is based upon the        
Company's Form 10-K for the Fiscal Year Ended September 30, 1997 which          
reported that the total shares of Class A Common Stock issued and outstanding   
as of December 29, 1997 was 38,742,511 Shares.  The calculation as to           
percentage ownership for Mr. Raubenheimer gives effect to the exercise by Mr.   
Raubenheimer of the Class D warrants owned to him.                              

      As described in detail in response to Item 6, below, the Reporting
Persons may be regarded as a group and that group may be deemed to have         
acquired beneficial ownership for purposes of Sections 13(d) and 13(g) of the   
Exchange Act, of all Shares beneficially owned by the Reporting Persons.        

  (b) HealthMed, Inc. has sole voting and dispositive power with
respect to the 443,400 Shares of Class A Common Stock purchased pursuant to     
the Katz Stock Purchase Agreement and the MBI Stock Purchase Agreement.         

       Pursuant to the terms of a Voting Trust Agreement dated January 12,
1998 by and between Dr. Katz and HealthMed, Inc. (the "Katz Voting Trust        
Agreement"), Dr. Katz transferred 718,903 shares of Class A Common Stock and    
163,800 shares of Class B Common Stock (which automatically converted into      
163,800 shares of Class A Common Stock) into a voting trust with HealthMed,     
Inc. HealthMed, Inc. is the trustee of such voting trust and has the sole       
power to vote the 1,034,603 Shares transferred into such voting trust.  The     
term of the Katz Voting Trust Agreement is ten (10) years.  Under the terms     
of the Katz Voting Trust Agreement, Dr. Katz has retained the power to          
dispose of all of the Shares held in such trust; PROVIDED, HOWEVER, Dr. Katz    
may not dispose of more than twenty percent (20%) of such Shares within any     
thirty (30) day period.                                                         

       Pursuant to the terms of a Voting Trust Agreement dated January 12,
1998 by and between MBI and HealthMed, Inc. (the "MBI Voting Trust              
Agreement"), MBI transferred 151,900 Shares of Class A Common Stock into a      
voting trust with HealthMed, Inc.  HealthMed, Inc. is the trustee of such       
voting trust and has the sole power to vote the 151,900 Shares of Class A       
Common Stock transferred into such voting trust.  The term of the MBI Voting    
Trust Agreement is ten (10) years.  Under the terms of the MBI Voting Trust     
Agreement, MBI has retained the power                                           

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to dispose of all of the Shares held in such trust; PROVIDED, HOWEVER, MBI      
may not dispose of more than twenty percent (20%) of such Shares within any     
thirty (30) day period.  Dr. Katz may be deemed to be the beneficial owner of   
the 151,900 shares of Class A Common Stock transferred into this voting trust.  

  Dr. Katz and HealthMed, Inc. have also entered into a Purchase
Rights Agreement (the "Purchase Rights Agreement") dated January 12, 1998       
pursuant to which Dr. Katz has granted to HealthMed, Inc. the irrevocable       
right to receive either (i) 31.5% of the shares received by Dr. Katz upon the   
exercise of his stock options (the "Options") to purchase 1,918,400 shares of   
Class A Common Stock and 375,000 shares of Class B Common Stock or (ii) 31.5%   
of the net proceeds from the sale of the shares received upon exercise of the   
Options.  The Purchase Rights Agreement expires on June 21, 2007.  The          
Options are exercisable within 60 days.  Accordingly, HealthMed, Inc. may be    
deemed to beneficially own 722,421 shares of Class A Common Stock.              

     (c) Within the last sixty days, HealthMed, Inc. and Dr. Katz have
effected the transactions described in the Katz Stock Purchase Agreement, the   
MBI Stock Purchase Agreement, the Katz Voting Trust Agreement, the MBI Voting   
Trust Agreement, the Purchase Rights Agreement, the Katz Promissory Note and    
the MBI Promissory Note (collectively, the "Operative Agreements").  A          
detailed description of these transactions is set forth in Item 3, Item 5(a)    
and Item 5(b) of this Schedule 13D (and the exhibits hereto) and is hereby      
incorporated herein by this reference and includes the following:               

    (1)  HealthMed, Inc. and Dr. Katz and MBI effected the
transactions;                           

    (2)  The date of the transaction was January 12, 1998.

   (3)  The transactions for HealthMed, Inc. involved an
       aggregate of 2,200,424 shares of Class A Common
        Stock.  The transactions for Dr. Katz involved a
          total of 1,027,003 shares of Class A Common Stock;
         234,000 shares of Class B Common Stock; 1,918,400
           options to purchase shares of Class A Common Stock;
         and 375,000 options to purchase shares of Class B
          Common Stock.  The transactions for MBI involved a
        total of 217,000 shares of Class A Common Stock.

(4)  378,300 shares of Class A Common Stock were  
      purchased from Dr. Katz by HealthMed, Inc. and
  65,100 shares of Class A Common Stock were
     purchased from MBI, in each case at $4.04 per
share.                                  

 (5)  The transactions were privately negotiated and
          were effected in San Diego, California pursuant to
the terms of the Operative Agreements.  

    (d)  Pursuant to the terms of the Purchase Rights Agreement, Dr.
Katz has the right to exercise the Options, to sell the shares of stock         
received upon such exercise and to either (i) to retain 68.5% of the net        
proceeds from the sale of such shares or (ii) to retain 68.5% of the shares     
received upon exercise of the Options.                                          

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(e)  Not Applicable.                                        

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT 
TO SECURITIES OF THE ISSUER                                 

          The discussion contained in each of Item 3, Item 4, Item 5(a) and Item
5(b) of this Schedule 13D is hereby incorporated herein by this reference.      

On March 6, 1998, the Reporting Persons orally agreed to act
together with respect to the Shares as and to the extent set forth below.       
Moreover, pursuant to the terms of a Joint Filing Agreement, the Reporting      
Persons have agreed to the joint filing of this Statement on Schedule 13D       
(including any and all amendments) with respect to the Shares.  A copy of the   
Joint Filing Agreement is attached hereto as Exhibit 9.  Consequently, the      
Reporting Persons may be regarded as a group and that group may be deemed to    
have acquired beneficial ownership, for purposes of Sections 13(d) and 13(g)    
of the Exchange Act, of all Shares owned by any of the Reporting Persons.       

   Except as set forth in Item 5(a) and Item 5(b) of this Schedule
13D, HealthMed, Inc. has no power to vote or direct the voting of, nor any      
power to dispose of or direct the disposition of, the Shares owned by any       
other Reporting Person.  Consequently, HealthMed, Inc. disclaims any            
beneficial interest in the Shares owned by any other Reporting Person.          

   Except as set forth in Item 5(a) and Item 5(b) of this Schedule
13D, Mr. Stein has no power to vote or direct the voting of, nor any power to   
dispose of or direct the disposition of, the Shares owned by any other          
Reporting Person. Consequently, Mr. Stein disclaims any beneficial interest     
in the Shares owned by any other Reporting Person.                              

  Dr. Katz has no power to vote or direct the voting of, nor any
power to dispose of or direct the disposition of, the Shares owned by any       
other Reporting Person.  Consequently, Dr. Katz disclaims any beneficial        
interest in the Shares owned by any other Reporting Person.                     

      Mr. Raubenheimer has no power to vote or direct the voting of, nor
any power to dispose of or direct the disposition of the Shares owned by any    
other Reporting Person.  Consequently, Mr. Raubenheimer disclaims any           
beneficial interest in the Shares owned by any other Reporting Person.          

     Mr. Rutland has no power to vote or direct the voting of, nor any
power to dispose of or direct the disposition of, the Shares owned by any       
other Reporting Person.  Consequently, Mr. Rutland disclaims any beneficial     
interest in the Shares owned by any other Reporting Person.                     

 Except as set forth above, the Reporting Persons disclaim the
existence of any group, in which any of them may be deemed to be a member,      
relative to the ownership of any securities of the Company.  Moreover, except   
as set forth in this Schedule 13D, none of the Reporting Persons has any        
contracts, arrangements, understandings, or relationships (legal or             
otherwise) with any other person with respect to any securities of the          
Company, including without limitation, transfer or voting of any securities     
of the Company; finder's fees; joint ventures; loan or option arrangements;     
puts or calls; guarantees of profits; divisions of profits or losses; or the    
giving or withholding of proxies.                                               

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ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS                                      

     Exhibit 9:    Joint Filing Agreement among the Reporting Persons pursuant
to Rule 3d-1(f)(1)(iii).                

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     ANNEX I

The name and principal occupation and employment of each executive  
officer and director of HealthMed, Inc., each person controlling HealthMed,     
Inc. and each executive officer and director of each person controlling         
HealthMed, Inc. is set forth below.   The address of each such person is c/o    
HealthMed, Inc., 8306 Wilshire Boulevard, Suite 7056, Beverly Hills,            
California 90211.  Each person listed below is a citizen of the United States   
of America.                                                                     

   The executive officers and directors of HealthMed, Inc. are as follows:

Name                               Present Principal Occupation and Employer    
-----                              -----------------------------------------    
Mitchell J. Stein (1)              President, Chief Executive Officer, Chief    
                               Financial Officer, Secretary and Director

T. Daniel Neveau                   Vice President-Development and Director      

The outstanding capital stock of HealthMed, Inc. is held by National
Trust Properties, Inc., an Arizona corporation ("National").  The executive     
officers and directors of National are as follows:                              

Name                               Present Principal Occupation and Employer    
-----                              -----------------------------------------    

Mitchell J. Stein (1)              President, Secretary and Director            

Tracey Hampton                     Chief Financial Officer                      

Dennis Hawk (1)                    Director                                     

   The outstanding capital stock of National is owned by The Trammel Trust
(the "Trust") which was formed in the State of California on January 16,        
1998. The sole trustee of the Trust is Emanuel Barling, Jr.                     

----------------------------                                                    

(1)    Messrs. Stein and Hawk are also partners in the law firm of              
Stein, Perlman & Hawk which is located at 9000 Sunset Boulevard, Suite 500, Los 
Angeles, California 90069.                                                      

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     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: March 16, 1998                                                            

             HEALTHMED, INC.

                         By:   /s/ Mitchell J. Stein
                                         ---------------------------------
                                 Name: Mitchell J. Stein
                          Title: President

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     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: March 16, 1998                                                            

                   /s/ Mitchell J. Stein
                                      ----------------------------------------
               Mitchell J. Stein

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     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: March 13, 1998                                                            

               /s/ David H. Katz
                                      ----------------------------------------
                 David H. Katz, M.D.

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     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: March 13, 1998                                                            

                         /s/ Wallace O. Raubenheimer
                                      ----------------------------------------
                     Wallace O. Raubenheimer

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     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: March 13, 1998                                                            

                   /s/ George P. Rutland
                                      ----------------------------------------
               George P. Rutland

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	6/21/07	11
	1/12/00	8
	3/17/98			DEFA14A, PREC14A
Filed on:	3/16/98	15	16
	3/13/98	17	19	DEF 14A
	3/6/98	1	12
	3/3/98	8		8-K
	1/16/98	14
	1/13/98	8
	1/12/98	7	11	4
	12/29/97	9	10
	9/30/97	9	10	10-K/A, 10-K405, 10-K405/A, NT 10-K, NT 10-K/A
				List all Filings

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Filing Submission 0001047469-98-010029 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Healthmed Inc, et al. – ‘SC 13D/A’ on 3/16/98 re: Avanir Pharmaceuticals, Inc.

As of: Monday, 3/16/98 · Accession #: 1047469-98-10029 · File #: 5-41430

Previous ‘SC 13D’: ‘SC 13D’ on 1/22/98 · Next & Latest: ‘SC 13D/A’ on 4/2/98

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment to General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents