CUSIP No. 46059S200
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 4
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IPIX Corporation
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
46059S200
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(CUSIP Number)
Warner B. Rodda, Esq.
Burch, Porter & Johnson, PLLC
130 N. Court Ave.
Memphis, TN 38103
(901) 524-5101
----------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 19, 2004
-----------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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 ("Act") 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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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Image Investor Portfolio, a separate series of Memphis Angels, LLC
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(2) Check The Appropriate Box If A Member Of A Group
(a): X
(b):
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(3) SEC Use Only
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(4) Source Of Funds*
WC
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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: Delaware
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Number Of Shares (7) Sole Voting Power 6,357,665 (1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 5,751,506 (2)
Person With (10) Shared Dispositive Power 983,722 (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person 6,735,228
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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) 31.9%(4)
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(14) Type Of Reporting Person OO
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(1) Consists of 936,013 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 223,830 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
(2) Consists of 329,854 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 223,830 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
(3) The Reporting Person shares the power to dispose or direct the disposition
of 983,722 shares of common stock with the New Investors (defined herein in Item
4). Of such shares, the Reporting Person disclaims beneficial ownership of
377,563 shares of common stock for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(4) Calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The Reporting Person's actual voting interest is 19.7%
because all shares of Series B Preferred Stock, including the shares acquired by
the New Investors (as defined herein), vote on an as-converted basis with the
Common Stock.
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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Memphis Angels, LLC
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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*
WC
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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
Delaware
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Number Of Shares (7) Sole Voting Power 6,357,665(1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 5,751,506(2)
Person With (10) Shared Dispositive Power 983,722(3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person 6,735,228
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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) 31.9%(4)
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(14) Type Of Reporting Person OO
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(1) Consists of 936,013 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 223,830 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
All of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company.
(2) Consists of 329,854 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 223,830 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
All of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company.
(3) The Reporting Person shares the power to dispose or direct the disposition
of 983,722 shares of common stock with the New Investors (defined herein in Item
4). Of such shares, the Reporting Person disclaims beneficial ownership of
377,563 shares of common stock for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(4) Calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The Reporting Person's actual voting interest is 19.7%
because all shares of Series B Preferred Stock, including the shares acquired by
the New Investors (as defined herein), vote on an as-converted basis with the
Common Stock.
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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Paradigm Capital Equity Partners, LLC
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(2) Check The Appropriate Box If A Member Of A Group
(a): X
(b):
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(3) SEC Use Only
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(4) Source Of Funds*
AF
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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
Delaware
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Number Of Shares (7) Sole Voting Power 6,357,665 (1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 5,751,506 (2)
Person With (10) Shared Dispositive Power 983,722 (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
6,735,228
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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) 31.9%(4)
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(14) Type Of Reporting Person OO
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(1) Consists of 936,013 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 223,830 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment--See Item 4 of Schedule 13D). All
of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company, of
which Paradigm Capital Equity Partners, LLC, a Delaware limited liability
company, is the Manager.
(2) Consists of 329,854 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 223,830 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
All of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company, of
which Paradigm Capital Equity Partners, LLC, a Delaware limited liability
company, is the Manager.
(3) The Reporting Person shares the power to dispose or direct the disposition
of 983,722 shares of common stock with the New Investors (defined herein in Item
4). Of such shares, the Reporting Person disclaims beneficial ownership of
377,563 shares of common stock for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(4) Calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The Reporting Person's actual voting interest is 19.7%
because all shares of Series B Preferred Stock, including the shares acquired by
the New Investors (as defined herein), vote on an as-converted basis with the
Common Stock.
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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Paradigm Holdings
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(2) Check The Appropriate Box If A Member Of A Group
(a): X
(b):
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(3) SEC Use Only
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(4) Source Of Funds*
AF
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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
Delaware
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Number Of Shares (7) Sole Voting Power 6,357,665 (1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 5,751,506 (2)
Person With (10) Shared Dispositive Power 983,722 (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
6,735,228
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(12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ]
-------------------------------------------------------------------------------
(13) Percent Of Class Represented By Amount In Row (11) 31.9%(4)
-------------------------------------------------------------------------------
(14) Type Of Reporting Person PN
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(1) Consists of 936,013 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 223,830 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
All of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company, of
which Paradigm Capital Equity Partners, LLC, a Delaware limited liability
company, is the Manager, of which Paradigm Holdings, a Delaware general
partnership, is the Managing Member.
(2) Consists of 329,854 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 223,830 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
All of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company, of
which Paradigm Capital Equity Partners, LLC, a Delaware limited liability
company, is the Manager, of which Paradigm Holdings, a Delaware general
partnership, is the Managing Member.
(3) The Reporting Person shares the power to dispose or direct the disposition
of 983,722 shares of common stock with the New Investors (defined herein in Item
4). Of such shares, the Reporting Person disclaims beneficial ownership of
377,563 shares of common stock for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(4) Calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The Reporting Person's actual voting interest is 19.7%
because all shares of Series B Preferred Stock, including the shares acquired by
the New Investors (as defined herein), vote on an as-converted basis with the
Common Stock.
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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Frank A. McGrew IV
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(2) Check The Appropriate Box If A Member Of A Group
(a): X
(b):
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(3) SEC Use Only
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(4) Source Of Funds*
AF
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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
Tennessee
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Number Of Shares (7) Sole Voting Power
Beneficially Owned (8) Shared Voting Power 6,357,665(1)
By Each Reporting (9) Sole Dispositive Power
Person With (10) Shared Dispositive Power 6,735,228 (2) & (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person 6,735,228
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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) 31.9%(4)
-------------------------------------------------------------------------------
(14) Type Of Reporting Person IN
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(1) Consists of 936,013 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 223,830 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
All of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company, of
which Paradigm Capital Equity Partners, LLC, a Delaware limited liability
company, is the Manager, of which Paradigm Holdings, a Delaware general
partnership, is the Managing Member, of which Mr. McGrew is the Managing
Partner.
(2) Consists of 329,854 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 223,830 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
All of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company, of
which Paradigm Capital Equity Partners, LLC, a Delaware limited liability
company, is the Manager, of which Paradigm Holdings, a Delaware general
partnership, is the Managing Member, of which Mr. McGrew is the Managing
Partner.
(3) The Reporting Person shares the power to dispose or direct the disposition
of 983,722 shares of common stock with the New Investors (defined herein in Item
4). Of such shares, the Reporting Person disclaims beneficial ownership of
377,563 shares of common stock for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(4) Calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The Reporting Person's actual voting interest is 19.7%
because all shares of Series B Preferred Stock, including the shares acquired by
the New Investors (as defined herein), vote on an as-converted basis with the
Common Stock.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 to Schedule 13D (this "Amendment") relates to the
Common Stock, $.001 par value per share (the "shares"), of IPIX Corporation, a
Delaware corporation (the "Company"), and is being filed on behalf of the
undersigned to amend the Schedule 13D originally filed on May 24, 2001 (the
"Schedule 13D") and amended on May 30, 2001, October 1, 2001, and March 25,
2002. The principal executive offices of the Company are located at 3160 Crow
Canyon Road, Suite 400, San Ramon, CA 94503, (925) 242-4000. Unless otherwise
indicated, all capitalized terms used herein but not defined shall have the same
meaning as set forth in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
The second sentence of Item 2 of the Schedule 13D is amended and
restated in its entirety as follows:
The principal place of business of Image, Memphis Angels, PCEP, Paradigm and Mr.
McGrew is c/o Paradigm Capital Equity Partners, LLC, 1661 International Dr.,
Suite 330, Memphis, TN 38120.
ITEM 4. PURPOSE OF THE TRANSACTION.
The twentieth paragraph of Item 4 of the Schedule 13D is amended and
restated in its entirety as follows:
In accordance with the conversion terms of the preferred stock, the
Series B Stockholders converted 470,635 shares of Series B Preferred Stock into
4,333,371 shares of common stock on April 13, 2004. Of such shares, the Filing
Persons owned 2,670,175 shares of common stock. In addition, in conjunction with
the conversion, 535,314 shares of common stock were issued to the Series B
Stockholders for dividends accrued through the date of conversion as required
under the terms of the preferred stock. Of such shares, the Filing Persons owned
329,854 shares of common stock. On April 19, 2004, the Series B Stockholders
entered into an agreement to share the power to dispose or direct the
disposition of 4,333,371 shares of common stock by executing sales through a
broker-dealer into the market ("Disposition Agreement"). As of May 5, 2004, the
Series B Stockholders have sold 3,349,649 shares of common stock by executing
sales through a broker-dealer into the market.
Item 4 of the Schedule 13D is amended, in pertinent part, to add the
following twenty-first paragraph:
Other than as described above, none of the Filing Persons have any
current plans or proposals which relate to or would result in any transaction,
change or event specified in clauses (a) through (j) of Schedule 13D. The Filing
Persons reserve the right to develop such plans or proposals in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
Each of the Filing Persons may be deemed to beneficially own 6,735,228
shares of common stock. Such shares, based on the capitalization of the Company
as of April 16, 2004 (as reported on its Form 10-Q filed on April 19, 2004),
constitute 31.9% of the common stock. However, the Filing Persons' actual voting
interest is 19.7% because all shares of Series B Preferred Stock vote on an
as-converted basis with the common stock and because the Filing Persons do not
have the power to vote a portion of the shares that it may be deemed to
beneficially own.
Of the 6,735,228 shares of common stock beneficially owned by the
Filing Persons, the Filing Persons have sole power to vote or to direct the vote
of 6,357,665 shares of common stock; have sole power to dispose or direct the
disposition of 5,751,506 shares of common stock; and have shared power to
dispose or direct the disposition of 983,722 shares of common stock.
The 6,357,665 shares of common stock beneficially owned by the Filing
Persons, over which the Filing Persons have sole power to vote or direct the
vote, include the following: (i) 936,013 shares of common stock; (ii) 2,060,915
shares of common stock underlying the 223,830 of Series B Preferred Stock that
Image acquired upon conversion of the principal amount of, and substantially all
of the accrued interest on, the Promissory Note at the Third Closing; (iii)
1,058,863 shares of common stock underlying the 115,000 shares of Series B
Preferred Stock that Image acquired upon exercise of a portion of the Tranche B
Warrant at the Third Closing; and (iv) 2,301,874 shares of common stock issuable
upon conversion of 250,000 shares of Series B Preferred Stock currently
underlying the Tranche A Warrants.
The 5,751,506 shares of common stock beneficially owned by the Filing
Persons, over which the Filing Persons have sole power to dispose or direct the
disposition, include the following: (i) 329,854 shares of common stock; (ii)
2,060,915 shares of common stock underlying the 223,830 of Series B Preferred
Stock that Image acquired upon conversion of the principal amount of, and
substantially all of the accrued interest on, the Promissory Note at the Third
Closing; (iii) 1,058,863 shares of common stock underlying the 115,000 shares of
Series B Preferred Stock that Image acquired upon exercise of a portion of the
Tranche B Warrant at the Third Closing; and (iv) 2,301,874 shares of common
stock issuable upon conversion of 250,000 shares of Series B Preferred Stock
currently underlying the Tranche A Warrants.
The Filing Persons have shared power to dispose or to direct the
disposition of 983,722 shares of common stock (the "Agreement Shares") as a
result of entering into the Disposition Agreement on April 19, 2004. The Filing
Persons have sole power to vote or direct the vote of 606,159 of the Agreement
Shares. The Filing Persons disclaim beneficial ownership of 377,563 shares of
the Agreement Shares, the portion over which it has no power to vote or direct
the vote, for the purposes of Section 13(d) or 13(g) of the Securities Exchange
Act.
The parties to the Disposition Agreement with the Filing Persons are
First Avenue Partners, L.P. and NewSouth Capital Management, Inc. The principal
business of First Avenue Partners, L.P., a Tennessee limited partnership, is
investing in securities of private and public companies and is located at 30
Burton Hills Blvd., Nashville, TN 37215. The principal business of New South
Capital Management, Inc., a Tennessee corporation, is operating as a registered
investment advisor and is located at 1100 Ridgeway Loop Rd., Memphis, TN 38120.
The parties to the Disposition Agreement with the Filing Persons have
the following interests in the securities of IPIX Corporation:
First Avenue Partners, L.P. Common Stock Percent
Beneficially Owned of Class
Sole Voting Power 1,091,752
Shared Voting Power 0
Sole Dispositive Power 910,145
Shared Dispositive Power 983,722
Aggregate Amount Beneficially Owned 1,893,867 11.5%
NewSouth Capital Management, Inc. Common Stock Percent
Beneficially Owned of Class
Sole Voting Power 1,165,793
Shared Voting Power 0
Sole Dispositive Power 969,837
Shared Dispositive Power 983,722
Aggregate Amount Beneficially Owned 1,953,559 11.8%
Transactions in the common stock of IPIX Corporation by the Reporting
Persons and parties to the Disposition Agreement during the past sixty days or
since the most recent filing of Schedule 13D are as follows:
April 13, 2004
Reporting Persons: Issuance of 3,000,029 shares of common stock upon
conversion of 290,000 shares of Series B Preferred Stock and for dividends
accrued through the date of conversion as required under the terms of the
preferred stock.
First Avenue: Issuance of 898,819 shares of common stock upon
conversion of 86,885 shares of Series B Preferred Stock and for dividends
accrued through the date of conversion as required under the terms of the
preferred stock.
NewSouth Capital Management, Inc.: Issuance of 969,837 shares of common
stock upon conversion of 93,750 shares of Series B Preferred Stock and for
dividends accrued through the date of conversion as required under the terms of
the preferred stock.
April 20, 2004
Reporting Persons: Sale of 1,014,353 shares of common stock for a price per
share of $9.8563 in an open market transaction.
First Avenue: Sale of 303,904 shares of common stock for a price per share
of $9.8563 in an open market transaction.
NewSouth Capital Management, Inc.: Sale of 327,916 shares of common stock
for a price per share of $9.8563 in an open market transaction.
April 21, 2004
Reporting Persons: Sale of 653,068 shares of common stock for a price per
share of $9.0034 in an open market transaction.
First Avenue: Sale of 195,661 shares of common stock for a price per share
of $9.0034 in an open market transaction.
NewSouth Capital Management, Inc.: Sale of 211,121 shares of common stock
for a price per share of $9.0034 in an open market transaction.
April 22, 2004
Reporting Persons: Sale of 83,708 shares of common stock for a price per
share of $9.0001 in an open market transaction.
First Avenue: Sale of 25,079 shares of common stock for a price per share
of $9.0001 in an open market transaction.
NewSouth Capital Management, Inc.: Sale of 27,061 shares of common stock
for a price per share of $9.0001 in an open market transaction.
April 26, 2004
Reporting Persons: Sale of 230,095 shares of common stock for a price per
share of $9.0178 in an open market transaction.
First Avenue: Sale of 68,937 shares of common stock for a price per share
of $9.0178 in an open market transaction.
NewSouth Capital Management, Inc.: Sale of 74,384 shares of common stock
for a price per share of $9.0178 in an open market transaction.
April 27, 2004
Reporting Persons: Sale of 82,792 shares of common stock for a price per
share of $9.0120 in an open market transaction.
First Avenue: Sale of 24,805 shares of common stock for a price per share
of $9.0120 in an open market transaction.
NewSouth Capital Management, Inc.: Sale of 26,765 shares of common stock
for a price per share of $9.0120 in an open market transaction.
Other than under the transactions described above, no transactions in
the Common Stock of the Company have been effected by Image, Memphis Angels,
PCEP, Paradigm or Mr. McGrew, or to the knowledge of Image, Memphis Angels,
PCEP, Paradigm or Mr. McGrew, by any of the general partners of Paradigm, during
the past 60 days.
To the knowledge of the Filing Persons, 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 securities covered by this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is amended and restated in its entirety as
follows:
Other than the Securities Purchase Agreement, the Registration Rights
Agreement, the Stockholders Agreement, the Certificate of Designation, and the
Disposition Agreement, to the knowledge of the Filing Persons, there are no
contracts, arrangements, understandings or relationships among the persons named
in Item 2 and between such persons and any person with respect to any securities
of the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information set forth in this statement
is true, complete and correct.
Dated: May 7, 2004
IMAGE INVESTOR PORTFOLIO,
a separate series of
MEMPHIS ANGELS, LLC,
a Delaware limited liability company
By: PARADIGM CAPITAL EQUITY PARTNERS, LLC,
its Manager
By: PARADIGM HOLDINGS,
its Managing Member
By: /s/ Frank A. McGrew IV
-----------------------
Name: Frank A. McGrew IV
Title: Managing Partner
PARADIGM CAPITAL EQUITY
PARTNERS, LLC,
a Delaware limited liability company
By: PARADIGM HOLDINGS,
its Managing Member
By: /s/ Frank A. McGrew IV
----------------------
Name: Frank A. McGrew IV
Title: Managing Partner
PARADIGM HOLDINGS,
a Delaware general partnership
By: /s/ Frank A. McGrew IV
----------------------
Name: Frank A. McGrew IV
Title: Managing Partner
FRANK A. MCGREW IV
/s/ Frank A. McGrew IV
-----------------------------