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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 4)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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EXEGENICS INC.
(NAME OF SUBJECT COMPANY)
EXEGENICS INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
301610 (COMMON STOCK)
(CUSIP NOT APPLICABLE FOR PREFERRED STOCK)
(CUSIP NUMBER OF CLASS OF SECURITIES)
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RONALD L. GOODE, PH.D.
EXEGENICS INC.
2110 RESEARCH ROW
DALLAS, TEXAS 75235
(214) 358-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF
THE PERSON FILING STATEMENT)
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COPY TO:
JOEL I. PAPERNIK, ESQ.
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
666 THIRD AVENUE
24TH FLOOR
NEW YORK, NEW YORK 10017
(212) 935-3000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 4 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on June 12, 2003 (the "Schedule 14D-9"), by
eXegenics Inc., a Delaware corporation ("eXegenics"), relating to the tender
offer made by EI Acquisition Inc., (the "Purchaser"), a Delaware corporation and
wholly-owned subsidiary of Foundation Growth Investments LLC, a Delaware limited
liability company and a private investment fund, as set forth in a Tender Offer
Statement filed by the Purchaser on Schedule TO, dated May 29, 2003 (as
subsequently amended, the "Schedule TO"), for all of the issued and outstanding
common stock, par value $0.01 per share, of eXegenics, and issued and
outstanding Series A Convertible Preferred Stock, par value $0.01 per share of
eXegenics (together, the "Shares"), at a price of $0.40 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Schedule TO. Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 3 of the Schedule 14D-9 is hereby amended to add the following:
On July 16, 2003, eXegenics issued a press release announcing
that eXegenics and AVI BioPharma, Inc. have entered into an Agreement and Plan
of Merger. A copy of the press release is filed herewith as Exhibit 10 and
incorporated herein by reference. A copy of the Agreement and Plan of Merger is
filed herewith as Exhibit 11 and incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended to add the
following:
The information set forth in Exhibits 10 and 11 filed herewith is
incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding the
following thereto:
EXHIBIT NO.
Exhibit 10. Press Release issued by eXegenics on July 16, 2003,
incorporated herein by reference to Exhibit 99.1 to our
Current Report on Form 8-K, filed on July 16, 2003.
Exhibit 11. Agreement and Plan of Merger among AVI BioPharma, Inc., Elk
Acquisition, Inc. and eXegenics, entered into as of July 16,
2003, incorporated herein by reference to Exhibit 2.1 to our
Current Report on Form 8-K, filed on July 16, 2003.
2
SIGNATURE
After due 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.
EXEGENICS INC.
BY: /S/ RONALD L. GOODE
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RONALD L. GOODE
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
PRESIDENT
Dated: July 16, 2003