UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 11)
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
Floor 21, Millennium Tower
Handelskai 94-96
A-1200
Vienna, Austria
Telephone (011) 43-1240-250
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 13, 2002
(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 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 41,736
Shares Bene- -----------------------
ficially (8) Shared Voting Power 80,166
Owned by ---------------------
Each Reporting (9) Sole Dispositive Power 41,736
Person ------------------
With (10) Shared Dispositive Power 80,166
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 121,902
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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) 0.2%
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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
4) Source of Funds WC
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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 80,166
Owned by ---------------------
Each Reporting (9) Sole Dispositive Power 0
Person ------------------
With (10) Shared Dispositive Power 80,166
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 80,166
-----------
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) 0.1%
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14) Type of Reporting Person CO
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This Schedule 13D/A - Amendment No. 11 (the "Amendment No. 11") amends the
Schedule 13D/A of MFC Bancorp Ltd. ("MFC") dated January 3, 2002 and the
Schedule 13D/A of MFC Merchant Bank S.A. ("Merchant Bank") dated January 3,
2002, (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, $0.01 par value each of
Mymetics, a Delaware corporation, having its principal executive offices at 706
Giddings Avenue, Suite 1C, Annapolis, Maryland, 21401-1472.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of MFC and Merchant Bank. MFC operates in the
financial services business and has an office address at Floor 21, Millennium
Tower, Handelskai 94-96, A-1200, Vienna, Austria. Merchant Bank is a
wholly-owned subsidiary of MFC that operates in the banking and financial
services business and has an office address at Kasernenstrasse 1, 9100 Herisau
AR, Switzerland. See Item 6 on pages 2 and 3 of this Amendment No. 11 for the
jurisdictions of organization of MFC and Merchant Bank, respectively.
The executive officers and directors of MFC and Merchant Bank remain unchanged
since the Prior Filings.
During the last five years, MFC and Merchant Bank have not been, nor to the
knowledge of MFC and Merchant Bank, 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 and Merchant Bank have executed a joint filing agreement consenting to the
joint filing of this Amendment No. 11. Such agreement is filed as Exhibit 1 to
this Amendment No. 11 and is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Effective June 28, 2002, MFC irrevocably undertook and agreed to deposit
additional shares of common stock of Mymetics ("Mymetics Shares") with a special
purpose trust (the "Trust") to be held by the trustees for distribution to MFC
Shareholders as a special dividend pursuant to a trust settlement.
Subsequently, MFC, indirectly through Merchant Bank, exercised share purchase
warrants to acquire an aggregate of 1,625,567 Mymetics Shares for an aggregate
amount of Euro 411,816.36, which was paid from working capital.
Effective August 13, 2002, the Trust, on behalf of MFC, distributed an aggregate
of approximately 13,983,457 Mymetics Shares to MFC Shareholders as of August 9,
2002 as a special dividend. The special dividend was distributed pro rata among
MFC Shareholders on the basis of 0.95 of a Mymetics Share for each common share
of MFC held by a MFC Shareholder (subject to applicable withholding tax). No
fractional shares were issued under the special dividend. The number of
Mymetics Shares distributed to each MFC Shareholder was rounded down to the
nearest whole share in the event that a shareholder was entitled to a fractional
share representing 0.5 or less of a Mymetics Share and was rounded up to the
nearest whole share in the event that a shareholder was entitled to a fractional
share representing more than 0.5 of a Mymetics Share. As a result of the
special dividend, MFC Shareholders are now directly shareholders of Mymetics.
ITEM 4. PURPOSE OF TRANSACTION.
MFC indirectly, through Merchant Bank, acquired 1,625,567 Mymetics Shares upon
the exercise of the share purchase warrants in order to effect the special
dividend to MFC Shareholders. MFC and Merchant Bank reserve the right to make
additional purchases of Mymetics Shares on the open market, in private
transactions and from treasury. Except as otherwise disclosed, neither MFC,
Merchant Bank, nor, to the knowledge of MFC and Merchant Bank, 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.
MFC indirectly beneficially owns, through Merchant Bank, share purchase warrants
entitling it to acquire up to 80,166 Mymetics Shares. MFC shares voting and
dispositive power over these securities with Merchant Bank. MFC also directly
owns and has sole voting and dispositive power over an additional 41,736
Mymetics Shares. These securities collectively represent approximately 0.2% of
the outstanding Mymetics Shares on a diluted basis.
To the knowledge of MFC and Merchant Bank, none of their directors or executive
officers have the power to vote or dispose of the Mymetics Shares, nor did MFC,
Merchant Bank or their directors and executive officers effect any transactions
in such shares during the past 60 days, except as otherwise disclosed.
As a result of the transactions described herein, effective August 13, 2002
neither MFC, Merchant Bank or their directors or executive officers beneficially
own more than 5% of the outstanding Mymetics Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
MFC, indirectly through Merchant Bank, transferred certain Mymetics Shares
making up the special dividend to the Trust to be held by the trustees for
distribution to MFC Shareholders pursuant to a trust settlement. The trust
settlement was filed as Exhibit 2 to Amendment No. 10 to this Schedule 13D/A.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
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1 Joint Filing Agreement between MFC Bancorp Ltd.
and MFC Merchant Bank S.A. dated August 22, 2002.
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.
August 22, 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)
August 22, 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)
EXHIBIT INDEX
Exhibit Number Description
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1 Joint Filing Agreement among MFC Bancorp
Ltd. and MFC Merchant Bank S.A. dated
August 22, 2002.