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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
KERYX BIOPHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, Stock Options (Right to Buy Common Stock)
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(Title of Class of Securities)
None
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(CUSIP Number)
Ron Bentsur
Vice President Finance and Investor Relations
Keryx Biopharmaceuticals, Inc.
750 Lexington Avenue
New York, New York 10022
(212) 531-5965
The Commission is requested to send copies of all communications to:
Mark F. McElreath, Esq.
Alston & Bird LLP
90 Park Avenue
New York, New York 10016-1387
Telephone: (212) 210-9595
Facsimile: (212) 922-3995
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
[-------------]
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(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(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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CUSIP No. Not Applicable Page 2 of 4
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1 NAME OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Michael S. Weiss
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX 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
United States Citizen
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7 SOLE VOTING POWER
3,063,635
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,063,635
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. Not Applicable Page 3 of 4
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to shares of common stock, par
value $0.001 per share ("Common Stock"), and options to purchase shares of
common stock ("Options") of Keryx Biopharmaceuticals, Inc. ("Keryx") whose
principal executive offices are located at 750 Lexington Avenue, New York, New
York 10022.
Item 2. Identity and Background.
(a) The Reporting Person filing this statement is Michael S. Weiss, a
natural person.
(b) The address of Mr. Weiss's principal business office is Keryx
Biopharmaceuticals, Inc., 750 Lexington Avenue, New York, New York
10022.
(c) Mr. Weiss is the Chairman and Chief Executive Officer of Keryx.
(d) Mr. Weiss has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Weiss has not, during the past five years, been party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
(f) Mr. Weiss is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The Keryx Common Stock to which this statement relates was purchased by
Mr. Weiss on the open market. The source of funding for this purchase was
through personal funds.
With respect to the Keryx Options which Mr. Weiss holds, such Options were
obtained pursuant to the employee agreement Mr. Weiss entered into with Keryx.
Mr. Weiss received an initial ten-year option to purchase 4,050,000 shares of
Keryx Common Stock at an exercise price of $1.30 per share, the fair market
value of Keryx Common Stock on the date of grant. In addition, Mr. Weiss
received a grant of 500,000 options on January 3, 2005, at an exercise price of
$11.22, the fair market value of Keryx Common Stock on the date of grant.
As of February 14, 2006, 2,856,250 of these Options have vested, including
options that will be vested by Mr. Weiss within 60 days of February 14, 2006. In
addition, Mr. Weiss owns 15,000 shares of Keryx Common Stock and 192,385 shares
of Keryx Common Stock currently held by Dr. Lindsay A. Rosenwald, a director and
beneficial holder of more than 5% of Keryx Common Stock, all of which Mr. Weiss
has the irrevocable right to purchase from Dr. Rosenwald upon the exercise of an
option granted to Mr. Weiss by Dr. Rosenwald.
Item 4. Purpose of Transaction.
Mr. Weiss holds the Common Stock and Options as reported herein for the
purpose of investment.
Item 5. Interest in Securities of the Issuer
(a) Mr. Weiss may be deemed to be the beneficial owner of 3,063,635
shares of Keryx Common Stock. Such shares constitute approximately
7.5% of the issued and outstanding shares of Keryx Common Stock. As
of February 14, 2006, there were 37,813,696 shares of Keryx Common
Stock outstanding. Included in Mr. Weiss' percentage of beneficial
ownership are shares underlying options beneficially owned by Mr.
Weiss that will vest within 60 days of February 14, 2006. Options or
warrants held by other stockholders that are not attributed to Mr.
Weiss were disregarded in this calculation. Beneficial ownership is
determined in accordance with the rules of the Securities and
Exchange Commission and includes voting or investment power with
respect to the shares of Keryx Common Stock.
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CUSIP No. Not Applicable Page 4 of 4
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The 3,063,635 shares noted above include 2,856,250 shares of Keryx
Common Stock issuable upon the exercise of options, 15,000 shares of
Keryx Common Stock held by Mr. Weiss and 192,385 shares of Keryx
Common Stock currently held by Dr. Lindsay A. Rosenwald, a director
and beneficial holder of more than 5% of Keryx Common Stock, all of
which Mr. Weiss has the irrevocable right to purchase from Dr.
Rosenwald upon the exercise of an option granted to Mr. Weiss by Dr.
Rosenwald.
(b) Mr. Weiss has sole voting power and investment power for the Keryx
Common Stock and Keryx Options, except to the extent authority is
shared by spouses under community property laws.
(c) Mr. Weiss has not effected any transaction relating to Keryx Common
Stock during the past 60 days.
(d) To Mr. Weiss' knowledge, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Keryx Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Mr. Weiss has an irrevocable stock purchase option to purchase 192,385
shares of Keryx Common Stock from Dr. Rosenwald.
Item 7. Material to Be Filed as Exhibits
Not applicable.
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: February 14, 2006
KERYX BIOPHARMACEUTICALS, INC.
By: /s/ Michael S. Weiss
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Michael S. Weiss
Chairman and Chief Executive Officer