SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
March 1, 2001
V. I. TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24241 11-3238476
(State or other jurisdiction (Commission File No.) (IRS employer identification
of incorporation or organization) number)
134 Coolidge Avenue
Watertown, Massachusetts 02472
(617) 926-1551
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ITEM 5. OTHER EVENTS
On March 1, 2001 we entered into a Share Purchase Agreement (the "Share
Purchase Agreement") with The State of Wisconsin Investment Board ("SWIB"),
pursuant to which SWIB agreed to purchase 1,666,667 shares (the "Shares") of our
common stock, par value $.01 per share ("Common Stock"), for an aggregate
purchase price of $10,000,002, or $6.00 per share. We issued and sold the Shares
to SWIB on March 2, 2001 (the "Closing Date") in reliance upon the exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"), and Rule 506 promulgated under the Securities
Act.
Under the terms of the Share Purchase Agreement, we are required to file a
registration statement on Form S-3 (or if we are ineligible to use Form S-3, on
Form S-1), relating to the sale of the Shares by SWIB, no later than March 22,
2001.
In the Share Purchase Agreement we also covenanted within thirty (30) days
of the Closing Date to adopt amendments to our By-laws providing that, unless
approved by the holders of a majority of the shares of our capital stock present
and entitled to vote at a duly convened meeting of our shareholders, we will not
(i) grant any stock options with an exercise price that is less than 100% of the
fair market value of the underlying stock on the date of grant; (ii) reduce the
exercise price of any stock option granted under any existing or future stock
option plan; or (iii) sell or issue any security convertible, exercisable or
exchangeable into shares of Common Stock, having a conversion, exercise or
exchange price per share which is subject to downward adjustment based on the
market price of the Common Stock at the time of conversion, exercise or exchange
of such security into Common Stock (other than pursuant to customary anti-
dilution provisions).
The description of the Share Purchase Agreement contained above is
qualified in its entirety by the full text of the agreement included in this
Form 8-K as an exhibit. You are encouraged to read the Share Purchase Agreement
in its entirety.
ITEM 7. EXHIBITS
EXHIBIT DESCRIPTION OF DOCUMENT
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NUMBER
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99.1 Share Purchase Agreement by and among V.I. Technologies,
Inc. and The State of Wisconsin Investment Board, dated as
of March 1, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
V. I. TECHNOLOGIES, INC.
Dated: March 9, 2001 By: /s/ John R. Barr
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John R. Barr, President and Chief Executive
Officer
EXHIBIT INDEX
Exhibit
No. Description
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99.1 Share Purchase Agreement by and among V.I. Technologies, Inc. and
The State of Wisconsin Investment Board, dated as of March 1,
2001.