form13da11102011.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)

INTERLEUKIN GENETICS, INC.
(Name of Issuer)
   
Common Stock $.001 Par Value
(Title of Class of Securities)
   
   458738101                                     
(CUSIP Number)
     
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
Attention: Robert J. Endicott
Telephone (314) 259-2447
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
     
November 10, 2011
(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. o


(Continued on the following pages)

_______________________
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.

 
 
 

   
1
NAMES OF REPORTING PERSONS
 
Pyxis Innovations Inc.
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) x
   
(b) o
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   

NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
   
 
 37,339,021
8
SHARED VOTING POWER
   
 
 0
9
SOLE DISPOSITIVE POWER
   
 
 37,339,021
10
SHARED DISPOSITIVE POWER
   
 
 
 0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
 37,339,021
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
o
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
    55.6%
14
TYPE OF REPORTING PERSON
   
 
CO




 
 
 


   
1
NAMES OF REPORTING PERSONS
 
Alticor Inc.
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) x
   
(b) o
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Michigan
   

NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
   
 
 36,991,758
8
SHARED VOTING POWER
   
 
 0
9
SOLE DISPOSITIVE POWER
   
 
 36,991,758
10
SHARED DISPOSITIVE POWER
   
 
 
 0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
 36,991,758
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
o
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
 55.6%
14
TYPE OF REPORTING PERSON
   
 
HC


 
 
 


   
1
NAMES OF REPORTING PERSONS
 
Solstice Holdings Inc.
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) x
   
(b) o
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Michigan
   

NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
   
 
 37,339,021
8
SHARED VOTING POWER
   
 
 0
9
SOLE DISPOSITIVE POWER
   
 
 37,339,021
10
SHARED DISPOSITIVE POWER
   
 
 
 0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
 37,339,021
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
o
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
 55.6%
14
TYPE OF REPORTING PERSON
   
 
HC


 
 
 


   
1
NAMES OF REPORTING PERSONS
 
Alticor Global Holdings Inc.
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) x
   
(b) o
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  o
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
   
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
   
 
 37,339,021
8
SHARED VOTING POWER
   
 
 0
9
SOLE DISPOSITIVE POWER
   
 
 37,339,021
10
SHARED DISPOSITIVE POWER
   
 
 
 0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
 37,339,021
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
o
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
 55.6%
14
TYPE OF REPORTING PERSON
   
 
HC


 
 
 

This Amendment No. 13 to Schedule 13D (this “Amendment No. 13”) amends the initial Statement on Schedule 13D filed March 14, 2003 of Pyxis Innovations Inc. (“Pyxis”), Alticor Inc., Solstice Holdings Inc. (formerly known as Alticor Holdings Inc.) and Alticor Global Holdings Inc. (the “Initial Schedule 13D”), as amended by Amendment No. 1 filed July 22, 2003 (“Amendment No. 1”), Amendment No. 2 filed September 24, 2004 (“Amendment No. 2”), Amendment No. 3 filed June 23, 2006 (“Amendment No. 3”), Amendment No. 4 filed August 28, 2006 (“Amendment No. 4”), Amendment No. 5 filed July 25, 2007 (“Amendment No. 5”), Amendment No. 6 filed January 16, 2008 (“Amendment No. 6”), Amendment No. 7 filed September 19, 2008 (“Amendment No. 7”), Amendment No. 8 filed March 26, 2009 (“Amendment No. 8”), Amendment No. 9 filed August 19, 2009 (“Amendment No. 9”),  Amendment No. 10 filed February 3, 2010 (“Amendment No. 10”), Amendment No. 11 filed August 5, 2010 (“Amendment No. 11”), Amendment No. 12 filed October 4, 2010 (“Amendment No. 12”) and Amendment No. 13 filed March 17, 2011 (“Amendment No. 13”).

Amendment No. 13, Amendment No. 12, Amendment No. 11, Amendment No. 10, Amendment No. 9, Amendment No. 8, Amendment No. 7, Amendment No. 6, Amendment No. 5, Amendment No. 4, Amendment No. 3, Amendment No. 2,  Amendment No. 1 and the Initial Schedule 13D are collectively referred to in this Amendment No. 14 as the “Previous Filings.”  To the extent any item is superseded by a later filing, the later filing is operative and controlling.  As noted therein, Amendment No. 8 restated certain information previously included in the Initial Schedule 13D and Amendment No. 7, Amendment No. 6, Amendment No. 5, Amendment No. 4, Amendment No. 3, Amendment No. 2 and Amendment No. 1.  Except as otherwise set forth herein, this Amendment No. 14 does not modify any of the information previously reported in the Previous Filings.

Explanatory Note

This Amendment No. 13 is filed for the purpose of providing information regarding the issuance by the Issuer to Pyxis of a promissory note in the principal amount of $2,000,000, as more fully described in Item 4(a) below.


Item 1.
Security and Issuer.

Name of Issuer:
  
   
 
Interleukin Genetics, Inc.
   
Title of Class of Equity Securities:
  
   
 
Common Stock $.001 Par Value
   
Address of Issuer’s Principal Executive Office:
  
   
 
135 Beaver Street
Waltham, MA 02452
 
 
 
 
 
Item 2.
Identity and Background.

The information set forth in Item 2 of Amendment No. 13 is incorporated herein by reference.

Item 3.
Source and Amount of Funds or Other Consideration.

   On November 9, 2011, Pyxis loaned $2,000,000 to the Issuer as part of a credit facility described in more detail in Item 4(a) below.  The source of Pyxis’ funds for this transaction was an intercompany loan from Alticor Inc. to Pyxis.

            In addition, the information set forth in Item 3 of Amendment No. 10 and Amendment No. 8 is incorporated herein by reference.


Item 4.
Purpose of Transaction.

The information set forth in Item 4 of Amendment No. 8 is incorporated herein by reference.

    (a)        As previously disclosed in Amendment No. 8, on March 10, 2009, Pyxis and the Issuer entered into an Amended and Restated Note Purchase Agreement, pursuant to which Pyxis extended the term of a credit facility to March 31, 2010 and provided that all borrowings under the credit facility would be due on August 16, 2011.  The notes issued under the credit facility are convertible into shares of the Issuer’s common stock (the “Common Stock”) at a conversion price equal to $5.6783 per share.

            As previously disclosed, Pyxis and the Issuer entered into a number of amendments to the credit facility, including a Third Amendment to Amended and Restated Note Purchase Agreement (the “Third Amendment”), which was previously disclosed in Amendment No. 12 and pursuant to which Pyxis extended the term of the credit facility to June 30, 2012.

            The Issuer has elected to draw down an additional $2,000,000 under the credit facility in exchange for a promissory note issued to Pyxis on October 31, 2011 (the “October 2011 Note” and, together with promissory notes previously issued under the credit facility, the “Notes”), leaving $1,316,255 in total availability under the credit facility.

            The Amended and Restated Note Purchase Agreement, as amended, is referred to herein as the “Note Purchase Agreement.”


Item 5.
Interest in Securities of the Issuer.

 
(a)           Pyxis beneficially owns 37,339,021 shares of the Issuer’s stock, which is approximately 55.6% of the sum of the number of the Issuer’s Common Stock that was
 
 
 
 
outstanding as of July 31, 2011 (as reported in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission) plus the number of shares that would have been outstanding upon conversion of all of the preferred stock and the convertible notes held by Pyxis as of November 9, 2011.
 
          Alticor Inc., Solstice Holdings Inc., and Alticor Global Holdings Inc. may be deemed to beneficially own the same 37,339,021 shares of the Issuer’s stock.
 
          The number of shares reported in this Item 5(a) includes 6,884,056 shares of Common Stock owned directly by Pyxis (as of November 9, 2011), 28,160,200 shares of Common Stock issuable to Pyxis upon conversion of its 5,000,000 shares of Series A Preferred Stock (as of November 9, 2011) and 2,294,765 shares of Common Stock issuable to Pyxis upon conversion of the Notes.  In determining Pyxis’ beneficial ownership percentage above, a division calculation is used wherein 37,339,021 is the numerator and the denominator is equal to the sum of: (a) all shares of Common Stock outstanding (as reported by the Issuer), (b) 28,160,200 shares issuable to Pyxis upon the conversion of the Series A Preferred Stock, and (c) 2,294,765 shares issuable to Pyxis upon the conversion of the Notes.
 
The calculations in this Item 5(a) are based on the Issuer having 36,684,256 shares of Common Stock outstanding as of July 31, 2011, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission.  In addition, these calculations assume no outstanding options or other rights to obtain Common Stock have been exercised by their holders except for the conversion of the Series A Preferred Stock and convertible notes by Pyxis as described herein or as otherwise indicated by the Issuer.
 
None of the other persons named in Item 2 of Amendment No. 13 is the beneficial owner of the Common Stock except to the extent beneficial ownership of shares owned by Pyxis may be attributed to such person.
 
(b)           Pyxis holds the sole power to vote and dispose of the securities of the Issuer that it holds.  Alticor Inc., Solstice Holdings Inc., and Alticor Global Holdings Inc. have the power to direct the voting and disposition of the securities of the Issuer held by Pyxis by virtue of their direct or indirect control of Pyxis.
 
(c)           None

(d)           Not applicable

(e)           Not applicable

The responses to (a) of this Item 5 are “Not Applicable” for the Directors and Officers named in Item 2 of Amendment No. 13.  The responses to paragraph (b) and (c) of this Item 5 are “Not Applicable” and “None”, respectively, for Alticor Inc., Solstice Holdings Inc., Alticor Global Holdings Inc., and the Directors and Officers named in Item 2 of Amendment No. 13.

In addition, the information included in Item 4 above and in Item 4 of Amendment No. 8 is incorporated herein by reference.
 
 
 
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 6 of Amendment No. 8 and in Item 4 of this Amendment No. 13, Amendment No. 12, Amendment No. 11, Amendment No. 10 and Amendment No. 9 is incorporated herein by reference.

Item 7.
Material to Be Filed as Exhibits.
Exhibit
 
Number                 Description
 
99.1
(i)  Stock Purchase Agreement, dated March 5, 2003, between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on March 5, 2003).
 
 
(ii)  Amendment No. 1 to Stock Purchase Agreement, dated May 20, 2003, between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on May 30, 2003).
 
 
(iii)  Second Amendment to Stock Purchase Agreement, dated March 5, 2005, between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.41 to the Issuer’s Form 10-K for the year ended December 31, 2004).
 
99.2
Certificate of Designations, Preferences and Rights of the Series A Preferred Stock of Interleukin Genetics, Inc. filed with the Delaware Secretary of State (hereby incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed on March 5, 2003).
 
99.3
(i)  Stock Purchase Agreement, dated August 17, 2006, between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 99.12 to Amendment No. 4 filed August 28, 2006).
 
 
(ii)  First Amendment to Stock Purchase Agreement, dated August 12, 2008, between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 99.14 to Amendment No. 7 filed September 19, 2008).
 
 
(iii)  Second Amendment to Stock Purchase Agreement, dated March 10, 2009, between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 99.3(iii) to Amendment No. 8 filed March 26, 2009).

99.4
(i)  Amended and Restated Note Purchase Agreement, dated March 10, 2009, between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 99.1 to the Issuer’s Form 8-K filed on March 13, 2009).
 

 
 
 
 
(ii)  First Amendment to Amended and Restated Note Purchase Agreement dated August 10, 2009 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 99.4(ii) to Amendment No. 9 filed August 19, 2009).

 
(iii)  Second Amendment to Amended and Restated Note Purchase Agreement dated February 1, 2010 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on February 2, 2010).

 
(iv) Third Amendment to Amended and Restated Note Purchase Agreement dated      September 30, 2010 between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on October 5, 2010).

99.5
(i)  Exclusive License Agreement, dated March 5, 2003, between Interleukin Genetics, Inc. and Access Business Group International LLC (hereby incorporated by reference to Exhibit 10.7 to the Issuer’s Form 8-K filed on March 5, 2003).

 
(ii)  *First Amendment to Exclusive License Agreement, dated September 1, 2008, between Interleukin Genetics, Inc. and Access Business Group International LLC (hereby incorporated by reference to Exhibit 99.16 to Amendment No. 7 filed September 19, 2008).

99.6
Amended and Restated Bylaws of Interleukin Genetics, Inc. filed with the Delaware Secretary of State (hereby incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed on July 28, 2008).

99.7
Registration Rights Agreement, dated March 5, 2003, between Interleukin Genetics, Inc. and Pyxis Innovations Inc. (hereby incorporated by reference to Exhibit 10.8 to the Issuer’s Form 8-K filed on March 5, 2003).
 
__________________
 
 
*
Confidential treatment granted as to certain portions, which portions were omitted and filed separately with the SEC.

 
 
 


SIGNATURES

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: November 10, 2011
PYXIS INNOVATIONS INC.
  
     
 
By:  /s/ Kim S. Mitchell
  
 
       Kim S. Mitchell, Assistant Secretary
  
     
     
Dated: November 10, 2011
ALTICOR INC.
  
     
 
By:  /s/ Kim S. Mitchell
  
 
       Kim S. Mitchell, Assistant Secretary
  
     
     
Dated: November 10, 2011
SOLSTICE HOLDINGS INC.
  
     
 
By:  /s/ Kim S. Mitchell
  
 
       Kim S. Mitchell, Assistant Secretary
  
     
     
Dated: November 10, 2011
ALTICOR GLOBAL HOLDINGS INC.
  
     
 
By:  /s/ Kim S. Mitchell
  
 
       Kim S. Mitchell, Assistant Secretary