UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 10)
Under the Securities Exchange Act of 1934
MYMETICS CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
693286 10 6
(CUSIP Number)
Michael J. Smith
17 Dame Street, Dublin 2, Ireland
Telephone (3531) 679 1688
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 21, 2001
(Date of Event Which Requires 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 is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
CUSIP No. 693286 10 6
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
MFC BANCORP LTD.
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
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4) Source of Funds WC, OO AND AF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization YUKON TERRITORY, CANADA
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Number of (7) Sole Voting Power 0
Shares Bene- ---------------------
ficially (8) Shared Voting Power 5,089,066
Owned by -------------------
Each Reporting (9) Sole Dispositive Power 0
Person ----------------
With (10) Shared Dispositive Power 5,089,066
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,089,066
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 9.98%
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14) Type of Reporting Person CO
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CUSIP No. 693286 10 6
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
MFC MERCHANT BANK S.A.
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
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4) Source of Funds WC AND OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization SWITZERLAND
------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ---------------------
ficially (8) Shared Voting Power 5,089,066
Owned by -------------------
Each Reporting (9) Sole Dispositive Power 0
Person ----------------
With (10) Shared Dispositive Power 5,089,066
--------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,089,066
-----------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
-------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 9.98%
-----------
14) Type of Reporting Person CO
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CUSIP No. 693286 10 6
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
SUTTON PARK INTERNATIONAL LTD.
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
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4) Source of Funds WC AND OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization BRITISH VIRGIN ISLANDS
------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ----------------------
ficially (8) Shared Voting Power 0
Owned by --------------------
Each Reporting (9) Sole Dispositive Power 0
Person -----------------
With (10) Shared Dispositive Power 0
---------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
-----------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
-------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 0%
------------
14) Type of Reporting Person CO
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This Schedule 13D/A - Amendment No. 10 (the "Amendment No. 10") amends the
Schedule 13D/A of MFC Bancorp Ltd. ("MFC") dated June 20, 2001, the Schedule
13D/A of MFC Merchant Bank S.A. ("Merchant Bank") dated June 20, 2001 and the
Schedule 13D/A of Sutton Park International Ltd. ("Sutton Park") dated June 20,
2001 (collectively, the "Prior Filings") and is filed to report a change in the
beneficial ownership of securities of Mymetics Corporation ("Mymetics").
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock with a $0.01 par value each
of Mymetics, a Delaware corporation, having its principal executive offices at
50-52 AV du Chanoine Cartellier, 69230 Saint-Genis Laval, France.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of MFC, Merchant Bank and Sutton Park. MFC
operates in the financial services business and has an office address at 17 Dame
Street, Dublin 2, Ireland. Merchant Bank is a wholly-owned subsidiary of MFC
that operates in the banking and financial services business and has an office
address at 6, Cours de Rive, Geneva 3, Switzerland 1211. Sutton Park is a
wholly-owned subsidiary of MFC that operates in the merchant banking business
and has a registered office at P.O. Box 146, Road Town, Tortola, British Virgin
Islands. See Item 6 on pages 2, 3 and 4 of this Amendment No. 10 for the
jurisdictions of organization of MFC, Merchant Bank and Sutton Park,
respectively.
The executive officers and directors of MFC, Merchant Bank and Sutton Park
remain unchanged since the Prior Filings except that Julius Mallin is no longer
a director of MFC.
During the last five years, MFC, Merchant Bank and Sutton Park have not been,
nor to the knowledge of MFC, Merchant Bank and Sutton Park, have any of their
officers or directors been, convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor have they been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are 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.
MFC, Merchant Bank and Sutton Park have executed a joint filing agreement
consenting to the joint filing of this Amendment No. 10. Such agreement is
filed as Exhibit 1 to this Amendment No. 10 and is incorporated herein by
reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 27, 2001, Merchant Bank exercised 3,250,000 share purchase warrants
at an exercise price of euro 0.29 each to acquire 3,250,000 shares of common
stock of Mymetics. The exercise
price was paid from working capital. Merchant Bank also acquired 26,775 share
purchase warrants with an exercise price of euro 0.29 each to acquire a like
amount of common stock of Mymetics.
Effective October 12, 2001, MFC acquired, through subsidiaries, 53% of the
common stock of Pine Resources Corporation ("Pine"). As at October 12, 2001,
Pine owned 1,671,267 shares of common stock of Mymetics.
On October 19, 2001, Sutton Park purchased 160,000 shares of common stock of
Mymetics for $2.50 per share which was paid for from working capital. On
November 14, 2001, Sutton Park transferred 400,000 shares of common stock of
Mymetics to CVD Financial Corporation ("CVD"), an indirect subsidiary of MFC,
at a price of $2.15 per share.
On December 20, 2001, MFC purchased 16,208 shares of Mymetics common stock
for a price of $2.50 per share. On December 21, 2001, MFC acquired an aggregate
of 5,798,647 shares of common stock of Mymetics at a price of $2.50 per share,
which was paid from working capital, from its subsidiaries in the following
amounts: 400,000 shares from CVD, 2,757,060 shares from Sutton Park, 1,671,267
shares from Pine and 970,320 shares from Merchant Bank. Also on December
21, 2001, MFC received from Merchant Bank a dividend in kind comprised of
3,201,438 shares of common stock of Mymetics.
On December 17, 2001, MFC declared a dividend in kind (the "Special Dividend")
to its shareholders consisting of 9,016,293 shares of common stock of Mymetics.
The Special Dividend will be distributed pro rata among the shareholders of MFC
on the basis of 0.6 common shares of Mymetics for each common share of MFC
held by its shareholders. Fractional interests will be rounded off. The
record date for the Special Dividend is December 31, 2001 and the ex-dividend
date and payment date will be the day after all conditions to the
distribution of the Special Dividend have been satisfied which conditions
include obtaining certain regulatory approvals and receipts. On December 21,
2001, MFC caused the shares consisting of the Special Dividend to be
transferred to a special purpose trust to be held by trustees for
distribution to MFC's shareholders pursuant to a trust settlement (the
"Trust Settlement").
On December 31, 2001, Merchant Bank surrendered 800,000 share purchase warrants,
representing rights to acquire 800,000 shares of common stock of Mymetics, to
the treasury of Mymetics for cancellation.
ITEM 4. PURPOSE OF TRANSACTION.
MFC acquired the shares of common stock of Mymetics from Sutton Park, Pine,
Merchant Bank, CVD and in the market in order to effect the Special
Dividend to MFC's shareholders.
Merchant Bank acquired the shares of common stock of Mymetics upon the
exercise of the 3,250,000 share purchase warrants for investment purposes. MFC,
Merchant Bank and Sutton Park reserve the right to make additional
purchases of shares of common stock of Mymetics on the open
market, in private transactions and from treasury. Except as otherwise
disclosed, neither MFC, Merchant Bank and Sutton Park, nor, to the knowledge
of MFC, Merchant Bank and Sutton Park, any of their directors or executive
officers, have any present intention or understandings to effect any of
the transactions listed in Item 4(a)-(j) of Regulation 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Merchant Bank directly beneficially owns 3,383,333 shares of common stock of
Mymetics and share purchase warrants entitling it to acquire an additional
1,705,733 shares of common stock of Mymetics. Merchant Bank shares voting and
dispositive power over these securities with MFC. These securities represent in
aggregate approximately 9.98% of the outstanding common stock of Mymetics on a
diluted basis.
Sutton Park directly beneficially owns no shares of common stock of Mymetics.
MFC indirectly beneficially owns, through Merchant Bank, 3,383,333 shares of
common stock of Mymetics and share purchase warrants entitling it to acquire
an additional 1,705,733 shares of common stock of Mymetics. MFC shares
voting and dispositive power over these securities with Merchant Bank. These
securities represent in aggregate approximately 9.98% of the outstanding common
stock of Mymetics on a diluted basis.
To the knowledge of MFC, Merchant Bank and Sutton Park, none of their directors
or executive officers have the power to vote or dispose of the shares of common
stock of Mymetics, nor did MFC, Merchant Bank, Sutton Park, or their directors
and executive officers effect any transactions in such shares during the past 60
days, except as otherwise disclosed.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
MFC transferred its shares of common stock of Mymetics making up the Special
Dividend to a trust to be held by trustees for distribution to MFC's
shareholders pursuant to the Trust Settlement. The Trust Settlement is filed as
Exhibit 2 to this Amendment No. 10 and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
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1 Joint Filing Agreement among MFC Bancorp Ltd.,
MFC Merchant Bank S.A. and Sutton Park International Ltd.
dated January 3, 2002.
2 Trust Settlement among MFC Bancorp Ltd., Michael J. Smith,
Sok Chu Kim and Oq-Hyun Chin dated December 21, 2001.
SIGNATURE
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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.
January 3, 2002
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(Date)
MFC BANCORP LTD.
By: /s/ Michael J. Smith
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(Signature)
Michael J. Smith, President
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(Name and Title)
January 3, 2002
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(Date)
MFC MERCHANT BANK S.A.
By: /s/ Claudio Morandi
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(Signature)
Claudio Morandi, President
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(Name and Title)
By: /s/ Peter Hediger
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(Signature)
Peter Hediger, Vice President
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(Name and Title)
January 3, 2002
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(Date)
SUTTON PARK INTERNATIONAL LTD.
By: /s/ Michael J. Smith
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(Signature)
Michael J. Smith, Director
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(Name and Title)
EXHIBIT INDEX
Exhibit Number Description
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1 Joint Filing Agreement among MFC Bancorp Ltd.,
MFC Merchant Bank S.A. and Sutton Park International Ltd.
dated January 3, 2002.
2 Trust Settlement among MFC Bancorp Ltd., Michael J. Smith,
Sok Chu Kim and Oq-Hyun Chin dated December 21, 2001.