Opko Health, Inc. – ‘SC 14D9/A’ on 7/16/03 re: Opko Health, Inc.

On:  Wednesday, 7/16/03, at 3:58pm ET   ·   Accession #:  950134-3-10171   ·   File #:  5-48680

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Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment No. 4 to Schedule 14D9                       3     13K 

Document Table of Contents

SC 14D9/A
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================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

----------- 

SCHEDULE 14D-9
 (AMENDMENT NO. 4)
 SOLICITATION/RECOMMENDATION STATEMENT UNDER
 SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

----------- 

EXEGENICS INC.
 (NAME OF SUBJECT COMPANY)

EXEGENICS INC.
 (NAME OF PERSON FILING STATEMENT)

 COMMON STOCK, PAR VALUE $0.01 PER SHARE
 SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)

 301610 (COMMON STOCK)
(CUSIP NOT APPLICABLE FOR PREFERRED STOCK)
 (CUSIP NUMBER OF CLASS OF SECURITIES)

----------

RONALD L. GOODE, PH.D.
EXEGENICS INC.
 2110 RESEARCH ROW
 DALLAS, TEXAS 75235
(214) 358-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
 TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF
THE PERSON FILING STATEMENT)

----------

COPY TO:

JOEL I. PAPERNIK, ESQ.
 MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
666 THIRD AVENUE
24TH FLOOR
NEW YORK, NEW YORK 10017
(212) 935-3000

[ ] Check the box if the filing relates solely to preliminary communications    
made before the commencement of a tender offer.                         

SC 14D9/A
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This Amendment No. 4 amends and supplements the               
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on June 12, 2003 (the "Schedule 14D-9"), by  
eXegenics Inc., a Delaware corporation ("eXegenics"), relating to the tender    
offer made by EI Acquisition Inc., (the "Purchaser"), a Delaware corporation and
wholly-owned subsidiary of Foundation Growth Investments LLC, a Delaware limited
liability company and a private investment fund, as set forth in a Tender Offer 
Statement filed by the Purchaser on Schedule TO, dated May 29, 2003 (as         
subsequently amended, the "Schedule TO"), for all of the issued and outstanding 
common stock, par value $0.01 per share, of eXegenics, and issued and           
outstanding Series A Convertible Preferred Stock, par value $0.01 per share of  
eXegenics (together, the "Shares"), at a price of $0.40 per Share, net to the   
seller in cash, upon the terms and subject to the conditions set forth in the   
Schedule TO. Unless otherwise indicated, all capitalized terms used but not     
defined herein shall have the meanings ascribed to them in the Schedule 14D-9.  

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.               

      Item 3 of the Schedule 14D-9 is hereby amended to add the following:

           On July 16, 2003, eXegenics issued a press release announcing
that eXegenics and AVI BioPharma, Inc. have entered into an Agreement and Plan  
of Merger. A copy of the press release is filed herewith as Exhibit 10 and      
incorporated herein by reference. A copy of the Agreement and Plan of Merger is 
filed herewith as Exhibit 11 and incorporated herein by reference.              

ITEM 8. ADDITIONAL INFORMATION.                                                 

       Item 8 of the Schedule 14D-9 is hereby amended to add the
following:                                                                      

               The information set forth in Exhibits 10 and 11 filed herewith is
incorporated herein by reference.                                               

ITEM 9. EXHIBITS.                                                               

          Item 9 of the Schedule 14D-9 is hereby amended by adding the
following thereto:                                                              

EXHIBIT NO.                                                                     

Exhibit 10.    Press Release issued by eXegenics on July 16, 2003,              
     incorporated herein by reference to Exhibit 99.1 to our
 Current Report on Form 8-K, filed on July 16, 2003.

Exhibit 11.    Agreement and Plan of Merger among AVI BioPharma, Inc., Elk      
          Acquisition, Inc. and eXegenics, entered into as of July 16,
          2003, incorporated herein by reference to Exhibit 2.1 to our
 Current Report on Form 8-K, filed on July 16, 2003.

2 

SC 14D9/A
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 SIGNATURE

         After due 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. 

            EXEGENICS INC.

                     BY: /S/ RONALD L. GOODE
                                          --------------------------------------
                                           RONALD L. GOODE
                                         CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
                                           PRESIDENT

Dated: July 16, 2003                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/16/03		2		3			425,  8-K,  DEFA14A,  SC14D9C
		6/12/03		2					SC 14D9
		5/29/03		2					SC TO-T
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