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. 4)*
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).
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CUSIP NO. 917920 10 0 13D PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard A. Charpie
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
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,675,720 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 135,431 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,540,289 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,675,720 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% *
14 TYPE OF REPORTING PERSON
IN, HC
*Based on 39,506,529 shares outstanding as of July 15, 2005.
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CUSIP NO. 917920 10 0 13D PAGE 3 OF 7 PAGES
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This Amendment No. 4 (the "Amendment") amends the Schedule 13D filed on June
9, 2003 by Richard A. Charpie (the "reporting person"), as amended by Amendment
No. 1 filed on January 22, 2004, Amendment No. 2 filed on March 15, 2004 and
Amendment No. 3 filed on March 15, 2005 (as amended, the "Schedule 13D"),
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 4,618,491 shares of common stock of the Company as a result of
the distribution of such shares by four venture capital funds 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 March 14, 2005, the Company's Board of Directors approved a 1-for-10
reverse split of the Company's common stock. All warrants, options and common
stock outstanding at the time of the split, including common stock issued
pursuant to the Merger Agreement and common stock and warrants issued pursuant
to the Purchase Agreement, were also adjusted by the ratio.
On August 12, 2005, Ampersand 1995 Limited Partnership distributed 193,333
shares of the Company's common stock to its partners for no consideration
pursuant to the terms of its partnership agreement. AMP-95 Management Company
Limited Partnership, its general partner, received 1,933 shares of the Company's
common stock as a result of such distribution.
On August 12, 2005, Ampersand 1995 Companion Fund Limited Partnership
distributed 2,745 shares of the Company's common stock to its partners for no
consideration pursuant to the terms of its partnership agreement. AMP-95
Management Company Limited Partnership, its general partner, received 27 shares
of the Company's common stock as a result of such distribution.
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 43,338 shares of the Company's common stock
as a result of such distribution.
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CUSIP NO. 917920 10 0 13D PAGE 4 OF 7 PAGES
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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 distribution."
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:
The reporting person incorporates herein by reference his responses to (11)
and (13) on the cover page of this Amendment.
The reporting person owns 9,555 shares in his individual capacity.
The reporting person may be attributed with beneficial ownership of
4,776,138 shares held by Ampersand 1999 Limited Partnership; 97,326 shares held
by Ampersand 1999 Companion Fund Limited Partnership; 38,749 shares held by
Ampersand Venture Management Trust; and 87,127 shares held by AMP-99 Management
Company Limited Liability Company.
The reporting person may be attributed with beneficial ownership of 3,075
shares (the "Option Shares") issuable upon exercise of options previously
awarded to the reporting person as to 2,700 shares and to Herbert Hooper as to
375 shares under the Company's Directors' Stock Option Plans, all of which
options are exercisable within 60 days of August 15, 2005, and all of which the
reporting person and Herbert Hooper have assigned to one or more of Ampersand
1995 Limited Partnership, Ampersand 1995 Companion Fund Limited Partnership,
Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited
Partnership.
The reporting person 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").
The reporting person is the Managing Partner of AMP-95 MCLP LLP, which is
the General Partner of AMP-95 Management Company Limited Partnership, which is
the General Partner of Ampersand 1995 Limited Partnership and Ampersand 1995
Companion Fund Limited Partnership. The reporting person is the Principal
Managing Member of AMP-99 Management Company Limited Liability Company, which is
the General Partner of Ampersand 1999 Limited Partnership and Ampersand 1999
Companion Fund Limited Partnership. The reporting person is the sole member of
Ampersand Venture Management 2003 LLC, which is the sole owner of shares of
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CUSIP NO. 917920 10 0 13D PAGE 5 OF 7 PAGES
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beneficial interest of Ampersand Venture Management Trust. The reporting person
disclaims beneficial ownership of all shares the ownership of which may be
attributed to him except to the extent of his proportionate pecuniary interest
therein.
(b) Number of shares as to which such person has:
(i) Power to vote:
The reporting person has sole power to vote or direct the vote of all of the
shares held by the reporting person directly or by Ampersand 1995 Limited
Partnership, Ampersand 1995 Companion Fund Limited Partnership, Ampersand 1999
Limited Partnership, Ampersand 1999 Companion Fund Limited Partnership, AMP-99
Management Company Limited Liability Company and Ampersand Venture Management
Trust.
(ii) Power to Dispose:
The reporting person has sole power to dispose or direct the disposition of
the 9,555 shares which the reporting person owns in his individual capacity, the
87,127 shares held by AMP-99 Management Company Limited Liability Company and
the 38,749 shares held by Ampersand Venture Management Trust.
The reporting person shares the power to dispose or direct the disposition
of the 4,776,138 shares held by Ampersand 1999 Limited Partnership and the
97,326 shares held by Ampersand 1999 Companion Fund Limited Partnership with
Charles D. Yie, Stuart A. Auerbach, David J. Parker and Peter D. Parker, in each
case in their respective capacities as Managing Members of AMP-99 Management
Company Limited Liability Company.
The reporting person shares the power to dispose of or direct the
disposition of the 663,750 Warrant Shares with Charles D. Yie, Stuart A.
Auerbach, David J. Parker and Peter D. Parker, in each case in their respective
capacities as Managing Members of AMP-99 Management Company Limited Liability
Company.
The reporting person shares the power to dispose of or direct the
disposition of the 3,075 Option Shares with some or all of Charles D. Yie,
Stuart A. Auerbach, David J. Parker and Peter D. Parker, in each case in their
respective capacities as Partners of AMP-95 MCLP LLP and as Managing Members of
AMP-99 Management Company Limited Liability Company.
Each of the persons with whom the reporting person shares dispositive power
over any securities beneficially owned by the reporting person disclaim
beneficial ownership of such securities pursuant to Exchange Act Rule 13d-4.
The Item 2 identifying information for Charles D. Yie, Stuart A. Auerbach,
Peter D. Parker and David J. Parker, with whom the reporting person shares
dispositive power, is as follows:
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CUSIP NO. 917920 10 0 13D PAGE 6 OF 7 PAGES
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Names: As set out above.
Business Address of all such persons:
c/o Ampersand Ventures
55 William Street, Suite 240
Wellesley, MA 02481-4003
Principal Occupations: These persons are executives of Ampersand Venture
Management Trust and/or related entities engaged in venture capital
investing with a shared business address of 55 William Street, Suite
240, Wellesley, MA 02481-4003.
None of these persons has, during the past five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of these persons has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been 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.
Citizenship: All of these persons are U.S. citizens.
(c) Transactions during the past 60 days.
Other than pursuant to the transaction described in Item 4, the reporting
person has not acquired or disposed of any shares of common stock of the Company
during the past 60 days.
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CUSIP NO. 917920 10 0 13D PAGE 7 OF 7 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.
Dated: August 16, 2005 /s/ Richard A. Charpie
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Richard A. Charpie
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