Edgar Filing: V I TECHNOLOGIES INC

As filed with the Securities and Exchange Commission on March 22, 2001
Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

__________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

V. I. TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

__________________

Delaware 11-3238476
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification 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)

John R. Barr
President and Chief Executive Officer
134 Coolidge Avenue
Watertown, Massachusetts
(617) 926-1551

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

with copies to:
STEVEN N. FARBER, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the Prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]

CALCULATION OF REGISTRATION FEE

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Title of each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee(3)
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Common Stock, $.01 par value per share.......... 1,666,667 $6.96 $11,601,669 $2,901
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also registers any additional shares of common stock
issuable with respect to the registered shares as a result of stock splits,
stock dividends or similar transactions.

(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. The proposed
maximum offering price per share indicated equals the average of the high
and low prices for the common stock on March 19, 2001, as reported by the
Nasdaq National Market.

(3) Computed pursuant to Rule 457(c) based on the average of the high and low
prices for the common stock on March 19, 2001, as reported by the Nasdaq
National Market

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

SUBJECT TO COMPLETION, DATED MARCH 22, 2001

PROSPECTUS

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1,666,667 Shares

V. I. TECHNOLOGIES, INC.

Common Stock

======================

This prospectus relates to 1,666,667 shares of our common stock, $.01 par
value per share, that may be offered and sold from time to time by the State of
Wisconsin Investment Board.

We will not receive any of the proceeds from the sale of the shares by the
State of Wisconsin Investment Board.

Our common stock is listed on the Nasdaq National Market under the symbol
"VITX." On March 20, 2001, the last reported sale price of our common stock as
reported on the Nasdaq National Market was $7.00 per share.

_____________________

An investment in our common stock involves risks. You should carefully read
and consider the "Risk Factors" beginning on page 4 of this prospectus.

______________________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

_____________________

The information in this prospectus is not complete and may be changed. The
selling stockholder may not sell these securities until the registration
statement filed with the SEC is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sales is not permitted.

______________________

THE DATE OF THIS PROSPECTUS IS MARCH __, 2001.

SUMMARY............................................................ 3
RISK FACTORS....................................................... 4
FORWARD-LOOKING STATEMENTS......................................... 14
USE OF PROCEEDS.................................................... 15
SELLING STOCKHOLDER................................................ 15
PLAN OF DISTRIBUTION............................................... 16
LEGAL MATTERS...................................................... 18
EXPERTS............................................................ 18
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................... 18
WHERE YOU CAN FIND MORE INFORMATION................................ 19

SUMMARY

This summary provides an overview of selected information and does not
contain all the information you should consider. Therefore, you should also
read the more detailed information set out elsewhere in this prospectus and
incorporated by reference into this prospectus, including our financial
statements.

V. I. TECHNOLOGIES, INC.

We are a developer of products designed to ensure a safer transfusion blood
supply. Our work has produced INACTINE(TM) Pathogen Inactivation, a technology
that inactivates blood-borne pathogens. Our INACTINE(TM) Pathogen Inactivation
red blood cell product, currently in a Phase II clinical trial, is designed to
inactivate pathogens contained in red blood cells, the largest transfusion
market segment. In pre- clinical studies, INACTINE(TM) has demonstrated a broad
spectrum of pathogen inactivation, including both enveloped and non-enveloped
viruses and bacteria, while having minimal effect on the therapeutic properties
of the red blood cells. The Phase I study on INACTINE(TM) treated red blood
cells confirmed their functionality in healthy volunteers.

Our Affinity Purification technology platform utilizes the unique
interaction of one molecule with a second, complementary binding molecule, known
as a "ligand." The ligand is affixed to a column via an insoluble material or
matrix. The complex mixture, such as plasma, is poured through the column and
the targeted molecule binds to the immobilized ligand, allowing a purified
mixture to move through and out of the column. Our Universal PLAS+SD product,
currently in Phase III clinical trials, is the initial product from our Affinity
Purification technology platform. Universal PLAS+SD uses proprietary ligands
attached to affinity columns to remove the antibodies that make plasma blood-
type specific.

We maintain development and commercialization arrangements with Pall
Corporation, Amersham Pharmacia Biotech, Haemonetics, Inc., the American
National Red Cross and Bayer Corporation. Our mission is to achieve the global
availability of the safest blood products. Our business strategy is to leverage
our portfolio of technologies and strong scientific team to be a leader in
providing innovative pathogen inactivation solutions for blood products
worldwide.

This prospectus contains our trademarks, VITEX(TM) and INACTINE(TM). Each
trademark, trade name or service mark of any other company appearing in this
prospectus belongs to its holder. We were incorporated in Delaware in December
1992.

EXECUTIVE OFFICES

Our executive offices are located at 134 Coolidge Avenue, Watertown,
Massachusetts 02472 and the telephone number for our executive offices is (617)
926-1551.

RISK FACTORS

Before you invest in our common stock, you should be aware that there are
various risks involved in making this investment. You should carefully consider
the following risk factors and other information in this prospectus, as well as
information found in our SEC filings, before investing in our common stock.

We cannot guarantee that we will be able to successfully develop and
commercialize our INACTINE(TM) technology for inactivating pathogens in red
blood cells, our Universal PLAS+SD plasma product or any of our other products
under development, and if we fail to develop and commercialize any of these
products in a timely manner our revenues will be less than anticipated in the
future.

Our success depends on the timely commercialization of our pathogen
inactivation products under development, including products based on our
INACTINE(TM) technology. We cannot ensure that these products will be
successfully developed or commercialized in a timely manner, or at all. Our
INACTINE(TM) pathogen inactivation product for red blood cells is currently in a
Phase II clinical trial. Our Universal PLAS+SD plasma product is currently in
Phase III clinical trials. Neither of these products will generate product
revenues for us unless we successfully complete their development and
commercialization, including obtaining approval from the FDA for marketing of
these products in the United States and approval of regulatory authorities in
other countries for marketing outside the United States. Successful
commercialization of the INACTINE(TM) red blood cell product, Universal PLAS+SD
and our other products under development depends on our ability to:

. complete their development in a timely fashion;

. obtain and maintain patents or other proprietary protections for the
technology used in the products;

. obtain required regulatory approvals;

. implement efficient, commercial-scale manufacturing processes to
produce the products;

. establish a presence in the relevant product markets before our
competitors;

. successfully obtain reimbursement from health maintenance
organizations and other medical coverage providers for sales of our
products; and

. establish and maintain effective sales, marketing, distribution and
development collaborations.

If we fail to achieve any of the factors set forth above we will likely be
unsuccessful in commercializing our INACTINE(TM) product for red blood cells,
our Universal PLAS+SD product, or our other product candidates and we will not
be able to realize revenues from these products, which in turn will damage our
business.

Even if we are able to develop and commercialize our products in a timely
manner, there is no guarantee that we will gain market acceptance for our
products, and if we fail to gain market acceptance for the products we develop,
we may realize significantly lower revenues for those products than we
anticipate.

Achieving market acceptance for our products depends on our ability to
demonstrate their safety, efficacy and cost-effectiveness. We expect our
virally inactivated products to be priced higher than corresponding non-virally
inactivated products, and as such sales of those products will depend on our
ability to convince patients, doctors, health care providers, blood centers and
other participants in the blood products market to pay for the additional cost
of these products. Although end customer sales of PLAS+SD, our first generation
transfusion plasma product, by the American Red Cross have risen since the
product was first introduced in May of 1998, end-user market penetration has
increased at a slower rate than anticipated and as a result we have realized
lower revenues from sales of this product than we had anticipated. There is no
guarantee that any of our future products will not face similar difficulties,
resulting in lower product revenues to us than we planned.

We are dependent on obtaining additional financing or other sources of funding
to continue our research and development operations, and if we fail to obtain
such additional financing or funding on reasonable terms we will be unable to
maintain the current level of our research and development efforts.

To date we have incurred losses from our operations. Our funds have come
from private placements of equity, our initial public offering, debt financing,
capital lease financings, payments from our collaborators and revenues from our
plasma fractionation and PLAS+SD businesses. Despite our product revenues from
plasma fractionation and PLAS+SD, our research and development activities
continue to consume significantly more funding than we generate. We anticipate
that our research and development programs for INACTINE(TM) red blood cells,
Universal PLAS+SD and our other products under development will continue to
consume more resources than we generate from our product sales and payments from
our collaborators. In fact, we anticipate that our spending levels will further
increase as we move ahead in our clinical development programs. If we are unable
to obtain funding sufficient to maintain our product development efforts we will
be required to scale back those efforts, which will in turn reduce our ability
to develop and commercialize products and delay the generation of revenue in the
future.

As part of our corporate strategy we are pursuing a divestiture of our plasma
operations and if this divestiture is successful, we will only retain our
research and development activities, without a source of current product
revenue, thereby increasing our dependence on outside sources of funding.

In order to accomplish our strategic objective of focusing on the
development and commercialization of INACTINE(TM) red blood cells and our other
products under development, and to generate additional funds to support our
development and commercialization efforts for those products and potential
additional products using the same technology platforms, we signed a letter of
intent in February 2001 for a divestiture of our plasma operations. The plasma
operations which we contemplate selling consist of the production of
intermediate plasma fractions and virally inactivated transfusion plasma,
PLAS+SD. There is no guarantee that this

transaction will be successfully consummated and the closing of the transaction
is contingent upon a number of factors, including satisfactory completion by the
potential acquirer of due diligence, obtaining financing and any required
consents and approvals, and final negotiation of mutually agreeable terms.
Subsequent to a consummation of the proposed transaction, as it is currently
contemplated, we expect that our operations will consist of our research and
development activities and our revenue would be derived solely from partner
research funding. As such, a divestiture of our plasma operations, which today
are our only source of product revenues, may make us more dependent on obtaining
additional outside funding in the future to continue our development efforts.

Our products are subject to extensive government regulation which lengthens the
time and cost involved in our product development efforts and makes the results
of those efforts more uncertain, increasing the chance that our business will
suffer from the inability to develop successful products in a timely manner.

Our products are subject to extensive regulations by the federal
government, principally the FDA, and state, local and non-U.S. governments. Such
regulations govern, among other things, the development, testing, manufacturing,
labeling, storage, pre-market clearance or approval, advertising, promotion,
sale and distribution of blood products. The process of obtaining regulatory
approvals is generally lengthy, expensive and uncertain. Satisfaction of pre-
market approval or other regulatory requirements of the FDA, or similar
requirements of non-U.S. regulatory agencies, typically takes several years,
depending upon the type, complexity, novelty and intended purpose of the product
in question.

The regulatory process includes pre-clinical studies and clinical trials of
each product to establish its safety and efficacy, and may include post-
marketing studies requiring that we spend substantial resources. The results
from pre-clinical studies and early clinical trials conducted by us will not
ensure that results obtained in later clinical trials will be acceptable, and we
cannot ensure that clinical trials will demonstrate sufficient safety and
efficacy to obtain required marketing approvals. Many factors may delay the rate
of completion of our clinical trials, including slower than anticipated patient
enrollment or adverse events occurring during the clinical trials. Data obtained
from pre-clinical and clinical activities is susceptible to varying
interpretations, which could delay, limit or prevent regulatory approval. In
addition, we may encounter delays or rejections based upon many factors,
including changes in regulatory policy during the period of product development.

Our clinical development plan for virally inactivated cellular products,
including INACTIVE(TM) red blood cells, assumes that only data from laboratory
studies, not from human clinical trials, will be required to demonstrate
efficacy in inactivating pathogens, and that clinical trials for these products
will instead focus on demonstrating therapeutic efficacy, safety and
tolerability of treated blood components. Although we have held discussions with
the FDA concerning the proposed clinical plan for these products, we cannot
ensure that this plan of demonstrating safety and efficacy will ultimately be
acceptable to the FDA or that the FDA will continue to believe that this
clinical plan is appropriate.

Any delays in obtaining required regulatory approvals for our products will
delay our ability to commercialize those products and obtain revenue from their
sale. In addition, the

failure to obtain regulatory approvals for products would mean that substantial
resources we have invested will not result in product revenue to us.

We rely heavily on a single manufacturing facility and do not have redundant
manufacturing equipment, which means that any damage to or interruption with our
facility or equipment will harm our ability to produce products and generate
revenue.

We operate a single manufacturing facility. Any catastrophic event that
interrupts production at this facility would prevent us from producing products
and generating revenue from such products. In August 1996, our fractionation
equipment malfunctioned, resulting in $5.1 million of losses. This consisted of
$4.1 million in replacement costs paid to Bayer Corporation for plasma which was
damaged and $1.0 million of unrecoverable processing costs. We cannot ensure
that fractionation equipment will not malfunction in the future, resulting in
additional unanticipated costs. In addition, to achieve the level of production
of PLAS+SD required under the agreement with the Red Cross, we must operate a
single, highly customized filling machine for extended periods without
interruption. Any significant damage to, or malfunction of, this filling machine
that cannot be repaired would require us to replace the machine. It could take
as long as 18 months to construct a replacement machine. While we do possess
casualty insurance which we believe to be consistent with industry standards,
any extended interruption in the production of plasma fractions or PLAS+SD would
damage our ability to generate revenues and cost us money, thereby harming our
business.

We rely on strategic collaborators and distribution agreements for the
successful commercialization of our products and if we fail to maintain these
relationships or our strategic collaborators are unsuccessful in their efforts,
our product development efforts and product sales will suffer and our business
will be harmed.

If we fail to maintain existing strategic alliances for whatever reason and
to secure new alliances, this failure will delay our product development and
commercialization efforts. We are dependent on strategic collaborators for
sales, marketing and distribution support and for the development of certain
products and product candidates. We have entered into:

. an agreement with Bayer Corporation to process plasma fractions from
plasma supplied by Bayer Corporation;

. an agreement with the American National Red Cross for the distribution
of our virally inactivated transfusion plasma, PLAS+SD;

. an agreement with Pall Corporation for the development, sale,
marketing and distribution of any system incorporating our
INACTINE(TM) pathogen inactivation technology for red blood cell
concentrates; and

. an agreement with Amersham Pharmacia Biotech (APB) for marketing our
INACTINE(TM) compounds in the fields of biopharmaceuticals and plasma
derivatives.

Our success depends, to a large extent, upon the efforts and success of our
collaborators in marketing our products. Our collaborators may be unable to
satisfy minimum purchase requirements or achieve projected sales levels under
our collaborative arrangements. The failure of our collaborators to achieve
anticipated product sales will result in lower product revenues for

us and could also result in the termination of these agreements, forcing us to
spend time and resources developing other collaboration relationships. In
addition, we may need to seek new collaborators or alliances to sell and
distribute future products. If our efforts to find and maintain successful
collaboration relationships fails we will have to expend resources establishing
our own direct commercialization and marketing capabilities.

Securing new corporate collaborators is a time-consuming process, and we
cannot guarantee that the negotiations with new collaborators will yield
positive results. We also cannot make any assurances that if we find additional
corporate collaborators to assist in the commercialization of any of our
existing or new product candidates, that the terms of the arrangements will be
favorable to us. In addition, we cannot ensure that strategic collaborators
will not decide to distribute other products that compete directly with us or
new products developed by competitors that may prove to be more effective, cost-
efficient alternatives. If our collaborators devote efforts to distributing
competing products, the sales of our products, and the revenues generated from
those sales, will likely be lower than we anticipate.

Lastly, our collaborative agreements require that we meet certain research
and development and commercialization milestones. In the case of each of these
agreements, our failure to achieve one or more of these milestones on a timely
basis could delay or eliminate our receipt of funding and revenues under these
agreements and as such would damage our business.

One of our products was recalled in 1999, resulting in significant cost to us,
and our products may be recalled in the future, resulting in additional costs to
us and potential damage to the market acceptance of our products, either of
which would harm our business.

After the end of the first quarter of 1999, in connection with PLAS+SD
Phase IV safety studies, we observed several seroconversions to parvovirus B-19
in healthy volunteers who received PLAS+SD from two production lots. These
production lots were found to contain high concentrations of the virus. Although
there was no evidence of clinical disease typical of parvovirus B-19 associated
with these seroconversions, on April 16, 1999, we initiated a voluntary recall
of thirty-seven lots of PLAS+SD which contained moderate to high levels of
parvovirus B-19 DNA. The recall was completed on May 12, 1999. We recorded one-
time costs of $2.6 million associated with that recall of PLAS+SD. In addition,
we did not make approximately $2.0 million in minimum shipments of PLAS+SD which
were required under our contract with the Red Cross in that quarter, due to
production delays caused by the recall. We cannot ensure that we will not face
future product recalls which could result in significant costs to us and damage
the perception of the safety of our products, which would in turn likely reduce
market demand for our products. Either of these outcomes would harm our
business.

Our business is subject to competing technologies and rapid technological
change, and technological developments by others or our inability to keep up
with technological change may result in our products becoming obsolete or non-
competitive before generating significant revenue for us, thereby harming our
business.

The fields of transfusion medicine and therapeutic use of blood products
are characterized by rapid technological change. Accordingly, our success will
depend, in part, on our ability to respond quickly to such change through the
development and introduction of new products. Product development involves
substantial investments of time and resources and

entails a high degree of risk as there is no assurance that technological
advances will not make a product obsolete, even before its development is
complete.

We expect that there will be significant competition for all of our
products. Any such product, once approved for marketing, would compete with
current approaches to blood safety, including screening, donor retesting and
autologous (i.e., self) donations, as well as with future products and systems
developed by medical technology, biopharmaceutical and hospital supply
companies, national and regional blood centers, or certain governmental
organizations and agencies. Many companies and organizations that are
competitors or may be potential competitors of ours in the future have
substantially greater financial and other resources than us and may have more
experience than us in conducting pre-clinical studies and clinical trials and
other regulatory approval procedures.

Our competitors may:

. develop safer, less expensive or more therapeutic products;

. implement more effective approaches to sales, marketing or
distribution; or

. establish superior proprietary positions.

We may invest significant resources in product development only to have
technological advances or competing products make our products obsolete or
uncompetitive, thereby depriving us of revenues and harming our business.

We are at risk for product liability claims and any such claims may result in
liability and harm our business.

Our operations are exposed to the risk of product liability claims and we
cannot guarantee to you that we will not experience losses due to any such
claims. We maintain product liability insurance coverage but there is no
guarantee that such insurance will continue to be available to us on a cost-
effective basis and that such insurance will be adequate to cover any or all of
our potential claims. In the event that a claim is brought against us,
liability for damages beyond the extent of our coverage under our insurance
policy, combined with the expense of any potential litigation relating to such
claim, could result in substantial monetary cost to us and diversion of our
management, both of which would significantly harm our business. In addition,
product liability claims could damage the market perception of our products and
thereby reduce demand for our products, which in turn would reduce our revenues.

Our failure to obtain and maintain patents and protect our proprietary
technologies may harm our business and we may incur significant costs associated
with defending our proprietary technologies.

Our success depends, in part, on our ability to:

. develop proprietary products and technologies;

. obtain and maintain patents protecting those technologies;

. protect our trade secrets;

. operate without infringing upon the proprietary rights of others; and

. prevent others from infringing on our proprietary rights.

We have patents and patent applications, as well as exclusive licenses to
patents and patent applications held by other parties, covering critical
components of our pathogen inactivation technologies. However, we cannot assure
you that any patents owned by or licensed to us will afford protection against
our competitors or that any pending patent applications now or hereafter filed
by or licensed to us will result in patents being issued. In addition, the laws
of certain non-U.S. countries do not protect intellectual property rights to the
same extent as do the laws of the United States. If our patents and proprietary
rights are challenged, invalidated or circumvented, or otherwise fail to protect
our technologies, our competitive position and business may be harmed.

In addition, we cannot guarantee that our competitors will not obtain
patent protection or other intellectual property rights that would limit our
ability to use our technology or commercialize products that may be developed.
If any of our planned or potential products are covered by patents or other
intellectual property rights held by others, the continued development and
marketing of such products would require a license under such patents or other
intellectual property rights. We cannot ensure that such required licenses will
be available on acceptable terms, if at all.

We may need to litigate to defend against or assert such claims of
infringement; to enforce patents issued to us, to protect trade secrets or know-
how or to determine the scope and validity of the proprietary rights of others.
Any such litigation or interference proceedings could result in substantial
costs and diversion of our management's efforts and time, thereby harming our
business.

Our success in realizing significant revenues on products we commercialize is
dependent on third-party reimbursement being available for those products, and
if third party reimbursement is not available, the sales of our products, and
the revenue realized from such sales, will likely suffer.

Successful commercialization of our products is, in part, dependent on the
reimbursement policies of third-party payors. Failure by doctors, hospitals and
other users of our products to obtain reimbursement from managed care
organizations, private health insurers, government authorities and other medical
cost reimbursement channels would lessen our ability to sell our products and
realize revenues.

Our stock price is subject to volatility, which makes the value of an investment
in our stock uncertain.

Our stock price, like that of many other companies in the industry, is
subject to significant volatility. Our stock price may be affected by, among
other things:

. clinical trial results and other product development related
announcements by us or our competitors;

. announcements and decisions made by public officials and other
regulatory matters;

. announcements in the scientific and research community;

. developments concerning our intellectual property rights, including
patent and legal matters;

. changes in reimbursement policies or medical practices;

. broader industry and market trends unrelated to our performance,
including changes in market valuations for companies similar to us;

. sales of substantial amounts of our stock by existing stockholders.

. announcements by us of significant acquisitions, strategic
partnerships, joint ventures, capital commitments or other significant
transactions; and

. additions or departures of key personnel.

In addition, if our revenues, research and development spending, earnings
or other measures of performance in any period fail to meet the investment
community's expectations, or the investment community otherwise revises its
estimates concerning our performance and prospects, we could experience a
decline in our stock price.

In general, decreases in our stock price would reduce the value of our
stockholders' investments and could limit our ability to raise necessary capital
or make acquisitions of assets or businesses. Furthermore, if one or more
stockholders instituted litigation on the basis of a decline in our stock price,
it could result in substantial costs to us and would divert our management's
attention and resources.

Concentration of ownership of our common stock among our existing executive
officers, directors and principal stockholders may prevent new investors from
influencing significant corporate decisions.

Our directors, executive officers, significant stockholders and their
respective affiliates control a significant majority of our outstanding common
stock. As a result, these persons, acting together, may have the ability to
control our management and affairs and to determine the outcome of matters
submitted to our stockholders for approval, including:

. the election and removal of directors;

. the amendment of our charter and bylaws; and

. the approval of mergers, consolidations or sales of all or
substantially all of our assets.

This concentration of ownership of our stock may harm the market price of
our stock in a number of ways, including by:

. delaying, deferring or preventing a change in control of us;

. impeding a merger, consolidation, takeover or other business
combination involving us; or

. discouraging a potential acquirer from making a tender offer or
otherwise attempting to obtain control of us in a transaction which
may offer a premium to our investors for their stock.

Anti-takeover provisions in our charter documents, bylaws and under Delaware law
may make an acquisition of us more difficult, which may potentially suppress our
stock price or the amount our investors could realize on their investment.

We are incorporated in Delaware. Anti-takeover provisions of Delaware law
and our charter documents may make a change in control more difficult, even if
our stockholders desire a change in control. The market value of our stock may
be suppressed or decline as a result of preventing changes in control. Our anti-
takeover provisions include provisions in our by-laws providing that
stockholders' meetings may only be called by the president or the majority of
the board of directors and a provision in our certificate of incorporation
providing that our stockholders may not take action by written consent.

Additionally, our board of directors has the authority to issue 1,000,000
shares of preferred stock and to determine the terms of those shares of stock
without any further action by our stockholders. The rights of holders of our
common stock are subject to the rights of the holders of any preferred stock
that we issue. As a result, our issuance of preferred stock could cause the
market value of our common stock to decline and could make it more difficult for
a third party to acquire a majority of our outstanding voting stock.

Our charter also provides for the classification of our board of directors
into three classes and provides that our directors may only be removed from
office for cause. This system of electing directors may discourage a third party
from making a tender offer or otherwise attempting to obtain control of us in a
transaction offering a premium to our investors because it is more difficult for
our stockholders to replace a majority of our directors.

Delaware law also prohibits a corporation from engaging in a business
combination with any holder of 15% or more of its capital stock until the holder
has held the stock for three years unless, among other possibilities, the board
of directors approves the transaction. Our board of directors may use this
provision to prevent changes in our management.

In addition, there is no guarantee that our board of directors will not
adopt additional anti-takeover measures in the future which would harm the price
of our stock.

The sale of a substantial number of our shares could cause the market price of
our stock to decline.

The sale by us or the resale by our stockholders of shares of our stock
could cause the market price of our stock to decline. As of March 14, 2001, we
had 22,464,554 shares of common stock outstanding. All of these shares are
eligible for sale on the Nasdaq National Market, although certain of the shares
are subject to sale volume and other limitations.

We have filed registration statements to permit the sale of approximately
2,400,000 shares of common stock under our equity incentive plan, approximately
1,000,000 shares under our supplemental stock option plan, approximately 89,445
shares of common stock under our employee stock purchase plan and approximately
150,000 shares under our director stock option plan. As of March 20, 2001,
options to purchase 2,626,417 shares of our stock upon exercise of options with
a weighted average exercise price per share of $6.78 were outstanding. Many of
these options are subject to vesting that generally occurs over a period of up
to four years following the date of grant. As of March 20, 2001, warrants to
purchase 15,812 shares of our stock with a weighted average exercise price per
share of $5.38 were outstanding.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Generally, these
statements can be identified by the use of phrases like "believe," "expect,"
"anticipate," "plan," "may," "will," "could," "estimate," "potential,"
"opportunity," "future," "project" and similar terms and include statements
about our:

. product research and development activities;

. the efficacy of our products in inactivating pathogens in blood;

. plans for regulatory filings;

. receipt of regulatory approvals;

. cash needs;

. plans for sales and marketing;

. results of scientific research;

. implementation of our corporate strategy; and

. financial performance.

These forward-looking statements involve risks and uncertainties. Our
actual results could differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to these
differences include those discussed in "Risk Factors." You should carefully
consider that information before you make an investment decision. You should not
place undue reliance on our forward-looking statements.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares by the
selling stockholder.

SELLING STOCKHOLDER

We issued the shares of common stock offered in this prospectus to the
State of Wisconsin Investment Board pursuant to a share purchase agreement dated
March 1, 2001. In connection with the sale, we agreed to register the shares of
common stock for resale under the Securities Act of 1933.

The following table sets forth the number of shares of common stock owned
by the selling stockholder before and after the offering, assuming that the
selling stockholder sells all of the common stock offered for sale under this
prospectus and makes no other purchases or sales of our common stock. The
shares are being registered to permit public secondary trading of the shares,
and the selling stockholder may offer the shares for resale from time to time.
See "Plan of Distribution."

Shares Beneficially
Shares Beneficially Owned Shares Offered Owned after
before Offering (1) pursuant to this this Offering (1)(3)
Name of Selling Stockholder Number Percent Prospectus (2) Number Percent
--------------------------- ------ ------- -------------- ------ -------

State of Wisconsin Investment Board 1,816,667 8.09% 1,666,667 150,000 0.67%
121 East Wilson Street
Madison, WI 53702

____________

(1) The selling stockholder listed in the table has sole voting and investment
power with respect to the shares beneficially owned by it. The percentage
of shares beneficially owned before and after the offering is based on the
22,464,554 shares of our common stock which were outstanding as of March
14, 2001.

(2) This registration statement also covers any additional shares of common
stock which become issuable with respect to the listed shares as a result
of any stock dividend, stock split, recapitalization or other similar
transaction which results in an increase in the outstanding number of
shares of common stock.

(3) Assumes that all of the shares offered by the selling stockholder will be
sold in this offering.

PLAN OF DISTRIBUTION

We have filed with the Securities and Exchange Commission the registration
statement, of which this prospectus forms a part, with respect to the resale of
the shares owned by the selling stockholder from time to time. As used in this
prospectus, "selling stockholder" includes pledgees, donees, transferees or
other successors-in-interest selling shares received from the selling
stockholder as a gift, pledge, partnership or liquidating distribution or other
non-sale related transfer after the date of this prospectus. If we are notified
by a donee, pledgee, transferee or other successor-in-interest that it intends
to sell more than 500 shares, a supplement to this prospectus will be filed if
required.

We will pay all expenses of registration of the shares offered, except for
taxes or underwriting fees, discounts, and selling commissions. The selling
stockholder will pay any brokerage commissions and similar selling expenses
attributable to the sale of the shares. We will not receive any of the proceeds
from the sale of the shares by the selling stockholder.

The selling stockholder, its pledgees, donees, distributees, transferees or
other successors- in-interest may sell the shares from time to time in one or
more types of transactions:

. on the Nasdaq National Market;

. on any market in which our common stock is then traded;

. with broker-dealers or third parties (including block sales);

. in privately negotiated transactions;

. through put or call options transactions or other hedging arrangements
relating to the shares;

. through short sales of the shares; or

. through a combination of these methods of sale.

The selling stockholder may sell its shares at market prices prevailing at
the time of sale, at prices related to the prevailing market prices, at fixed
prices, at negotiated prices or at a combination of these prices. The selling
stockholder shall have the sole and absolute discretion not to accept any
purchase offer or make any sale of shares if it deems the purchase price to be
unsatisfactory at any particular time.

The selling stockholder may sell the shares directly to market makers
acting as principals and/or broker-dealers acting as agents for themselves or
their customers. These broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholder and/or the
purchasers of shares for whom these broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions).

We cannot assure that all or any of the shares offered hereby will be
issued to, or sold by, the selling stockholder. The selling stockholder and any
broker-dealers that act in connection with the sale of the shares might be
deemed to be "underwriters" as the term is defined in Section 2(11) of the
Securities Act of 1933. Consequently, any commissions received by them and any
profit on the resale of the shares sold by them while acting as principals might
be deemed to be underwriting discounts or commissions under the Securities Act
of 1933.

To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in these jurisdictions
only through registered or licensed brokers or dealers.

The selling stockholder and any other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the shares by the selling
stockholder or any other person. The foregoing may affect the marketability of
the shares.

The selling stockholder also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided that it meets the criteria and conforms to the requirements of
that Rule.

To the extent required, we will amend or supplement this prospectus to
disclose material arrangements regarding the plan of distribution.

We have agreed to indemnify the selling stockholder against certain
liabilities, including liabilities arising under the Securities Act of 1933, or
to contribute to payments which the selling stockholder may be required to make
in respect hereof. The selling stockholder has agreed to indemnify us against
certain liabilities, including liabilities arising under the Securities Act of
1933.

We have agreed with the selling stockholder to keep the registration
statement, of which this prospectus is a part, effective for two years from the
effective date of the registration statement, or until either (i) all the shares
offered hereby have been sold by the selling stockholder or (ii) the selling
stockholder can sell all of the shares offered hereby under Rule 144 of the
Securities Act of 1933 without any volume restrictions.

LEGAL MATTERS

Our counsel, Palmer & Dodge LLP, Boston, Massachusetts, is giving an
opinion on the validity of the shares of common stock offered by this
prospectus.

EXPERTS

Our financial statements appearing in our Annual Report (Form 10-K) as of
December 30, 2000 and January 1, 2000 and for each of the years in the three
year period ending December 30, 2000 have been audited by KPMG LLP, independent
certified public accountants, as set forth in their report included therein and
incorporated in this prospectus by reference. Such financial statements are
incorporated by reference in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information in this prospectus by referring to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede the information in this prospectus. We incorporate by reference the
documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 before
the sale of all the shares covered by this prospectus:

. Annual Report on Form 10-K for the year ended December 30, 2000, as
filed with the SEC on March 14, 2001;

. Current Report on Form 8-K, as filed with the SEC on March 12, 2001;
and

. The description of our common stock contained in our Registration
Statement on Form 8-A, filed with the SEC on May 13, 1998, including
any amendment or reports filed for the purpose of updating such
description.

You may request a copy of these filings, at no cost, by writing or
telephoning Francesca DeVellis, Senior Director Investor Relations and Corporate
Communications, at our principal executive offices, which are located at 134
Coolidge Avenue, Watertown, Massachusetts; Telephone: (617) 926-1551.

WHERE YOU CAN FIND MORE INFORMATION

You should rely only on the information contained in this prospectus. You
should not assume that the information in this prospectus is accurate as of any
date other than the date below.

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available on the SEC's Website at
"http://www.sec.gov." Copies of certain information filed by us with the SEC are
also available or our Website at http://www.vitechnologies.com. Our Website is
not part of this prospectus. Our common stock is listed on the Nasdaq National
Market.

We have not authorized anyone else to give you any information or to
represent anything not contained in this prospectus. We have not authorized
anyone else to provide you with different information than that contained in
this prospectus. This prospectus does not offer to sell or buy any shares in
any jurisdiction where that would be unlawful.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses in connection with the securities being registered are as
follows:

SEC registration fee........................................... $2,901.00
Accounting fees and expenses................................... $1,000.00
Legal fees and expenses........................................ $5,000.00
---------
TOTAL.............................................. $8,901.00

All of the above expenses, except the SEC registration fee, are estimated,
and we will pay all of the above expenses.

Item 15. Indemnification of Directors and Officers

Article NINTH of the Company's Restated Certificate of Incorporation
provides that directors of the Company will not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, whether or not an individual continues to be a director at the time
such liability is asserted, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the General Corporation Law
of the State of Delaware or (iv) for any transaction from which the director
derives an improper personal benefit.

Article TENTH of the Company's Restated Certificate of Incorporation
provides that the Company shall, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time,
indemnify each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that such person is or was, or has agreed to become a director or
officer of the Company, or is or was serving, or has agreed to serve, at the
request of the Company, as a director, officer, or trustee of, or in a similar
capacity with, another corporation, partnership, joint venture, trust or other
enterprise. The indemnification provided for in Article TENTH is expressly not
exclusive of any other rights to which those seeking indemnification may be
entitled under any law, agreement or vote of stockholders or disinterested
directors or otherwise, and shall inure to the benefit of the heirs, executors
and administrators of such persons. Article TENTH further permits the board of
directors to authorize the grant of indemnification rights to other employees
and agents of the Company and such rights may be equivalent to, or greater or
less than, those set forth in Article TENTH.

Article V of the Company's By-laws provides that the Company shall, to the
extent legally permitted, indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that he is or was, or has agreed to
become, a director or officer of the Company, or is or was serving, or has
agreed to serve, at the request of the Company, as a director, officer or
trustee of, or in a

II-1

similar capacity with, another corporation, partnership, joint venture, trust or
other enterprises. The indemnification provided for in Article V is expressly
not exclusive of any other rights to which those seeking indemnification may be
entitled under any law, agreement or vote of stockholders or disinterested
directors or otherwise, and shall inure to the benefit of the heirs, executors
and administrators of such persons.

Section 102(b)(7) of the General Corporation law of the State of Delaware
provides that a corporation may eliminate or limit the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. No such provision shall
eliminate or limit the liability of a director for any act or omission occurring
prior to the date when such provision becomes effective.

Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if (i) he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and (ii) with respect to any
criminal action or proceeding, he had no reasonable cause to believe his conduct
was unlawful, provided, however, no indemnification shall be made in connection
with any proceeding brought by or in the right of the corporation where the
person involved is adjudged to be liable to the corporation except to the extent
indemnification is approved by a court.

Pursuant to Section 145 of the General Corporation Law of the State of
Delaware and the By-laws of the Company, the Company maintains directors' and
officers' liability insurance for its executive officers and directors against
certain liabilities they may incur in their capacity as such.

The Company has entered into agreements with all of its directors and
executive officers affirming the Company's obligation to indemnify them to the
fullest extent permitted by law and providing various other protections.

Item 16. Exhibits

EXHIBIT DESCRIPTION OF DOCUMENT
NUMBER -----------------------
-------
3.1 Restated Certificate of Incorporation of the Company. Filed as
Exhibit 3.8 to the Registrant's Registration Statement on Form S-
1, as amended (Registration Statement No. 333-46933) and
incorporated herein by

II-2

reference.

3.2 Certificate of Amendment of Restated Certificate of
Incorporation, dated November 12, 1999, filed as Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended
December 30, 2000, and incorporated herein by reference.

3.3 Amended and Restated Bylaws of the Registrant, as amended. Filed
herewith.

4.1 Specimen of Common Stock Certificate. Filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1, as amended
(Registration Statement No. 333-46933) and incorporated herein by
reference.

5.1 Opinion of Palmer & Dodge LLP. Filed herewith.

23.1 Consent of KPMG LLP, Independent Accountants. Filed herewith.

23.2 Consent of Palmer & Dodge LLP, included in the opinion attached
as Exhibit 5.1 herewith.

24.1 Power of Attorney, included on signature page.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes as follows:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any Prospectus required by section 10(a)(3) of the
Securities Act;

(ii) To reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that no filing will be made pursuant to paragraph (a)(1)(i) or
(a)(1)(ii) if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
this offering.

II-3

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 15
hereof, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Watertown, Commonwealth of Massachusetts, on March
22, 2001.

V. I. TECHNOLOGIES, INC.

By: /s/ John R. Barr
-----------------------------------------
John R. Barr
President and Chief Executive Officer

II-5

We, the undersigned officers and directors of V. I. Technologies, Inc.,
hereby severally constitute and appoint John R. Barr and Thomas T. Higgins and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacities, to sign any amendments to this registration statement on
Form S-3 (including pre- and post-effective amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Samuel K. Ackerman, M.D. Chairman and Director March 22, 2001
-------------------------------
Samuel K. Ackerman, M.D.

/s/ John R. Barr President, Chief Executive Officer and March 22, 2001
------------------------------- Director (PrincipaL Executive Officer)
John R. Barr

/s/ Thomas T. Higgins Chief Financial Officer and Executive Vice March 22, 2001
------------------------------- President, Operations (Principal Financial
Thomas T. Higgins and Accounting Officer)

/s/ David Tendler Director March 22, 2001
-------------------------------
David Tendler

/s/ Jeremy Hayward-Surry Director March 22, 2001
-------------------------------
Jeremy Hayward-Surry

/s/ Peter D. Parker Director March 22, 2001
-------------------------------
Peter D. Parker

/s/ Damion E. Wicker, M.D. Director March 22, 2001
-------------------------------
Damion E. Wicker, M.D.

/s/ Richard A. Charpie, Ph.D. Director March 22, 2001
-------------------------------
Richard A. Charpie, Ph.D.

/s/ Irwin Lerner Director March 22, 2001
-------------------------------
Irwin Lerner

/s/ Bernard Horowitz, Ph.D. Director March 22, 2001
-------------------------------
Bernard Horowitz, Ph.D

/s/ Doros Platika, M.D. Director March 22, 2001
-------------------------------
Doros Platika, M.D.

/s/ Joseph M. Limber Director March 22, 2001
-------------------------------
Joseph M. Limber

II-6

EXHIBIT INDEX

EXHIBIT DESCRIPTION OF DOCUMENT
NUMBER -----------------------
------
3.1 Restated Certificate of Incorporation of the Company. Filed as Exhibit
3.8 to the Registrant's Registration Statement on Form S-1, as amended
(Registration Statement No. 333-46933) and incorporated herein by
reference.

3.2 Certificate of Amendment of Restated Certificate of Incorporation,
dated November 12, 1999, filed as Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended December 30, 2000, and
incorporated herein by reference.

3.3 Amended and Restated Bylaws of the Registrant, as amended. Filed
herewith.

5.1 Opinion of Palmer & Dodge LLP. Filed herewith.

23.1 Consent of KPMG LLP, Independent Accountants. Filed herewith.

23.2 Consent of Palmer & Dodge LLP, included in the opinion attached as
Exhibit 5.1 herewith.

24.1 Power of Attorney, included on signature page.