UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(AMENDMENT NO. 1)*
V.I. TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
917920 10 0
(CUSIP Number)
JAMES T. BARRETT, ESQ.
PALMER & DODGE LLP
111 HUNTINGTON AVENUE
BOSTON, MA 02199-7613
(617) 239-0100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 12, 2005
(Date of Event Which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and if
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 917920 10 0 PAGE 2 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ampersand 1999 Limited Partnership
04-3459189
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
Not applicable (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,429,688 shares
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0 shares
WITH
9 SOLE DISPOSITIVE POWER
5,429,688 shares
10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,429,688 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5% *
14 TYPE OF REPORTING PERSON
PN
*Based on 39,509,667 shares outstanding as of July 15, 2005.
SCHEDULE 13D
CUSIP NO. 917920 10 0 PAGE 3 OF 8 PAGES
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
AMP-99 Management Company Limited Liability Company
1 04-3459188
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 Not applicable (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,627,416 shares
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 0 shares
9 SOLE DISPOSITIVE POWER
5,627,416 shares
10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,627,416 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 14.0% *
14 TYPE OF REPORTING PERSON
PN
*Based on 39,506,529 shares outstanding as of July 15, 2005.
SCHEDULE 13D
CUSIP NO. 917920 10 0 PAGE 4 OF 8 PAGES
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This Amendment No. 1 (the "Amendment") amends the Schedule 13D filed on
March 11, 2005 by Ampersand 1999 Limited Partnership and AMP-99 Management
Company Limited Liability Company (collectively, the "Reporting Persons"),
relating to the Common Stock, $0.01 par value per share (the "common stock"), of
V. I. Technologies, Inc. (the "Company"). The Company has its principal
executive offices at 134 Coolidge Avenue, Watertown, MA 02472.
The purpose of this Amendment is to report the following transaction: the
disposition of 4,422,413 shares of common stock of the Company as a result of
the distribution of such shares by the Reporting Persons which are the record
owners of such shares to their respective partners.
Except as set forth below, there are no changes to the information set
forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by inserting the following paragraphs at the end
of such item:
"On August 12, 2005, Ampersand 1999 Limited Partnership distributed
4,333,824 shares of the Company's common stock to its partners for no
consideration pursuant to the terms of its partnership agreement. AMP-99
Management Company LLC, its general partner, received 86,242 shares of the
Company's common stock as a result of such distributions.
On August 12, 2005, Ampersand 1999 Companion Fund Limited Partnership
distributed 88,589 shares of the Company's common stock to its partners for no
consideration pursuant to the terms of its partnership agreement. AMP-99
Management Company LLC, its general partner, received 885 shares of the
Company's common stock as a result of such distributions."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) are hereby amended and restated in their entirety
as follows:
(a) Aggregate number and percentage of class beneficially owned:
Each of the reporting person incorporates herein by reference its responses
to (11) and (13) on the cover page of this Amendment.
Ampersand 1999 Limited Partnership owns 4,776,138 shares. Ampersand 1999
Limited Partnership owns 650,475 shares issuable upon the exercise of warrants.
AMP-99 Management Company Limited Liability Company owns 87,127 shares.
Each of the Reporting Persons may be attributed with beneficial ownership
of 3,075 shares (the "Option Shares") issuable upon exercise of options
previously awarded to Richard A. Charpie and Herbert Hooper under the Company's
Directors' Stock Option Plans, all of which
SCHEDULE 13D
CUSIP NO. 917920 10 0 PAGE 5 OF 8 PAGES
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options have been assigned to one or more of Ampersand 1999 Limited Partnership
and Ampersand 1999 Companion Fund Limited Partnership.
AMP-99 Management Company Limited Liability Company may be attributed with
the ownership of 4,776,138 shares held by Ampersand 1999 Limited Partnership and
97,326 shares held by Ampersand 1999 Companion Fund Limited Partnership. AMP-99
Management Company Limited Liability Company may be attributed with beneficial
ownership of 650,475 shares issuable upon exercise of warrants held by Ampersand
1999 Limited Partnership and 13,275 shares issuable upon exercise of warrants
held by Ampersand 1999 Companion Fund Limited Partnership (collectively, the
"Warrant Shares"). AMP-99 Management Company Limited Liability Company is the
General Partner of Ampersand 1999 Limited Partnership and Ampersand 1999
Companion Fund Limited Partnership. AMP-99 Management Company Limited Liability
Company disclaims beneficial ownership of these shares except to the extent of
its proportionate pecuniary interest therein.
(b) Percent of class:
Ampersand 1999 Limited Partnership - 13.5%
AMP-99 Management Company Limited Liability Company - 14.0%
The foregoing percentages are calculated based on 39,509,667 shares
outstanding as of July 15, 2005.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Ampersand 1999 Limited Partnership has sole voting power over its 4,776,138
shares. Ampersand 1999 Limited Partnership has sole voting power over the 3,075
Option Shares and 650,475 shares issuable upon the exercise of warrants.
AMP-99 Management Company Limited Liability Company has sole voting power
over its 87,127 shares. AMP-99 Management Company Limited Liability Company has
sole voting power over 4,776,138 shares held by Ampersand 1999 Limited
Partnership and 97,326 shares held by Ampersand 1999 Companion Fund Limited
Partnership. AMP-99 Management Company Limited Liability Company has sole voting
power over the 3,075 Option Shares and the 663,750 Warrant Shares.
(ii) Shared power to vote or direct the vote:
Ampersand 1999 Limited Partnership shares voting power over 0 shares.
AMP-99 Management Company Limited Liability Company shares voting power
over 0 shares.
(iii) Sole power to dispose or to direct the disposition of:
SCHEDULE 13D
CUSIP NO. 917920 10 0 PAGE 6 OF 8 PAGES
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Ampersand 1999 Limited Partnership has sole dispositive power over
4,776,138 shares. Ampersand 1999 Limited Partnership has sole dispositive power
over the 3,075 Option Shares and 650,475 shares issuable upon the exercise of
warrants.
AMP-99 Management Company Limited Liability Company has sole dispositive
power over its 87,127 shares, 4,776,138 shares held by Ampersand 1999 Limited
Partnership and 97,326 shares held by Ampersand 1999 Companion Fund Limited
Partnership. AMP-99 Management Company Limited Liability Company has sole
dispositive power over the 3,075 Option Shares and the 663,750 Warrant Shares.
(iv) Shared power to dispose or to direct the disposition of:
Ampersand 1999 Limited Partnership shares dispositive power over 0 shares.
AMP-99 Management Company Limited Liability Company shares dispositive
power over 0 shares.
(c) Transactions during the past 60 days.
Other than pursuant to the transaction described in Item 4, the Reporting
Persons have not acquired or disposed of any shares of common stock of the
Company during the past 60 days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement
SCHEDULE 13D
CUSIP NO. 917920 10 0 PAGE 7 OF 8 PAGES
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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.
AMPERSAND 1999 LIMITED PARTNERSHIP
By: AMP-99 Management Company Limited Liability
Company, its General Partner
Dated: August 16, 2005 By: /s/ Richard A. Charpie
------------------------------------------
Richard A. Charpie, its Principal Managing
Member
AMP-99 MANAGEMENT COMPANY LIMITED LIABILITY
COMPANY
Dated: August 16, 2005 By: /s/ Richard A. Charpie
------------------------------------------
Richard A. Charpie, its Principal Managing
Member
SCHEDULE 13D
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CUSIP NO. 917920 10 0 PAGE 8 OF 8 PAGES
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EXHIBIT 1
JOINT FILING AGREEMENT OF
AMPERSAND 1999 LIMITED PARTNERSHIP AND
AMP-99 MANAGEMENT COMPANY LIMITED LIABILITY COMPANY
The undersigned persons agree and consent pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, as of the date set forth
below, to the joint filing on their behalf of the Schedule 13D to which this
Exhibit is attached, in connection with their beneficial ownership of the common
stock of V.I. Technologies, Inc. at August 12, 2005 and agree that such
statement is filed on behalf of each of them.
AMPERSAND 1999 LIMITED PARTNERSHIP
By: AMP-99 Management Company Limited Liability Company, its General Partner
By: /s/ Richard A. Charpie
-------------------------------------------------
Richard A. Charpie, its Principal Managing Member
Dated: August 16, 2005
AMP-99 MANAGEMENT COMPANY LIMITED LIABILITY COMPANY
By: /s/ Richard A. Charpie
--------------------------------------------------
Richard A. Charpie, its Principal Managing Member
Dated: August 16, 2005