Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
The Securities Exchange Act of 1934
ALYNX,
CO.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
02262E
10 8
(CUSIP
Number)
G.
Donald Johnson
Womble
Carlyle Sandridge & Rice, PLLC
Suite
3500
1201
West Peachtree Street
Atlanta,
GA 30309
(404)
888-7456
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February
8, 2008
(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/A, and is filing this
schedule because of §§ 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 § 240.13d-7 for other parties to whom
copies are to be sent.
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*
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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.
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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).
SCHEDULE
13D
CUSIP No.
02262E 10 8
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
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1
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John
C. Thomas, Jr., individually, as sole trustee of the John C. and Levato J.
Thomas Irrevocable Trust, as general partner of the John C. Thomas Family
Limited Partnership and as custodian for three minors
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) ¨
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2
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(b) ¨
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SEC
Use Only
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3
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Source
of Funds (See Instructions)
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4
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OO
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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5
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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6
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United
States of America
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NUMBER
OF
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Sole
Voting Power
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7
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SHARES
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3,475,470 (1)
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Shared
Voting Power
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BENEFICIALLY
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8
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1,853,852
(2)
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OWNED
BY EACH
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Sole
Dispositive Power
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9
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REPORTING
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3,475,470 (1)
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Shared
Dispositive Power
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PERSON
WITH
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10
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1,853,852
(2)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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11
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5,329,322
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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£
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12
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Percent
of Class Represented by Amount in Row (11)
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13
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9.4%
(3)
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Type
of Reporting Person (See Instructions)
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14
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IN
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-2-
CUSIP No.
02262E 10 8
Footnotes:
(1) Includes
927,426 shares held by the John C. Thomas Family L.P. of which Mr. Thomas is the
general partner, 618,284 shares held in the John C. and Levato J. Thomas
Irrevocable Trust for the benefit of Mr. Thomas, who is the
Trustee. Also includes 92,743 shares held by Mr. Thomas as custodian
for three minors, as to which Mr. Thomas disclaims beneficial ownership, and
61,828 shares subject to options owned by Mr. Thomas which are exercisable
within the next 60 days.
(2) Includes
618,284 shares held by Mr. Thomas’s wife, and 1,236,568 shares held by DARA
BioSciences, Inc., a company for which Mr. Thomas serves as an executive
officer.
(3)
Based
on 55,783,146 shares of Common Stock outstanding as of February 8, 2008, and
61,828 shares of Common Stock subject to options deemed to be beneficially owned
by Mr. Thomas pursuant to Exchange Act Rule 13d-3, as of the date
hereof.
-3-
ITEM 1.
SECURITY AND ISSUER
This statement on Schedule 13D (the
“Schedule 13D”) relates to the common stock, par value $0.001 per share (the
“Common Stock”), of Alynx, Co., a Nevada corporation (“Alynx” or the
“Issuer”). The Issuer’s business address is 1234 Airport Road, Suite
105, Destin, Florida 32541.
ITEM 2.
IDENTITY AND BACKGROUND
(a)-(c) This
Schedule 13D is being filed by John C. Thomas, Jr., (“Mr. Thomas” or “the
Reporting Person”) individually, in his capacity as Trustee of the John C. and
Levato J. Thomas Irrevocable Trust, and in his capacity as general partner of
the John C. and Levato J. Thomas Family L.P. Mr. Thomas is also
the custodian for shares held by him on behalf of three minors, L.V. Myford,
L.S. Myford, and M. Myford, in the amount of 30,914 shares each. Mr.
Thomas’s principal business is as a private investor. Mr. Thomas
serves as Chief Financial Officer and Secretary of Alynx.
(d) The
Reporting Person has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The
Reporting Person has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction where,
as a result of such proceeding, he became 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)
The Reporting Persons are citizens of the United
States.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
Reporting Person received the Alynx Common Stock and options to purchase Alynx
Common Stock upon the consummation of a reverse triangular merger between Alynx,
MMX Acquisition Corp. (a wholly-owned subsidiary of Alynx) and MiMedx, Inc.
which was consummated on February 8, 2008. Pursuant to the terms of
the related Agreement and Plan Merger dated January 29, 2008, each outstanding
share of common stock of MiMedx was converted into the right to receive 3.091421
shares of Alynx Common Stock. Similarly, each option to purchase
shares of MiMedx common stock was converted into the right to purchase 3.091421
shares of Alynx Common Stock.
ITEM 4.
PURPOSE OF TRANSACTION
(a)-(j) The
information set forth in Item 3 is hereby incorporated herein by
reference.
(a) The
Reporting Person holds the shares as an investment. Mr. Thomas may in
the future elect to exercise his options to acquire shares of Alynx Common
Stock.
(b)-(c)
Not applicable.
(d) Pursuant
to the Agreement and Plan of Merger, the directors and executive officers of
MiMedx became the directors and executive officers of Alynx after the
merger. No further changes are contemplated by the Reporting Person,
although changes may occur in the future in the ordinary course of
business.
(e)-(f) Not
applicable.
(g) The
Alynx Board of Directors has expressed an informal intention to call a meeting
of shareholders of Alynx. The purpose of the meeting would include consideration
of proposals to amend the Alynx Articles of Incorporation to approve a reverse
stock split of approximately one-for-three for each share of Alynx ccommon
stock.
-4-
If the
proposed meeting of shareholders is called by the Board, Alynx would be required
to make appropriate filings with the SEC. Alynx would then provide
proxy materials to its shareholders, who would have the opportunity to consider
and vote upon the proposals presented. There can be no assurance that the
proposal will be submitted, and if submitted, the proposals may vary from the
proposal presently contemplated. Furthermore, there can be no assurance the
proposal will be approved.
(h)-(j) Not
applicable.
Except as
set forth herein, the Reporting Persons do not have any present plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of the instructions to this Item 4 of
Schedule 13D.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The
number of shares of the Issuer’s Common Stock beneficially owned by the
Reporting Person is 5,329,322. Of these, (i) 618,284 shares are owned
by Mrs. Susan Thomas, as to which the Reporting Person shares voting power, and
(ii) 1,236,568 shares are owned by DARA BioSciences, Inc., of which Mr. Thomas
is an officer, and shares voting and investment power. Mr. Thomas has
sole voting and investment power over the remaining 3,474,470
shares. Mr. Thomas disclaims beneficial ownership of the shares owned
by Mrs. Thomas, DARA BioSciences, Inc. and the three minors. The
filing of this Schedule 13D should not be deemed an admission that any of Mr.
and Mrs. Thomas and DARA BioSciences, Inc. comprise a group for purposes of
Section 13(d)(3).
(c) The
Reporting Person acquired his beneficial ownership interests in the Alynx Common
Stock pursuant to the merger described at Item 3. That was the only
transaction effected within the past 60 days by the Reporting
Person.
(d) Not
applicable.
(e) Not
applicable.
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The
information set forth in Items 3 through 5 of this Schedule 13D is hereby
incorporated herein by reference. Except as described in this
Schedule 13D, there are at present no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 above and
between such persons and any person with respect to any securities of the
Issuer.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit
1.
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Agreement
and Plan of Merger, dated as of January 29, 2008, between Alynx, Co., MMX
Acquisition Corp., and MiMedx, Inc. This document is
incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K
filed by Alynx, Co. on February 8,
2008.
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-5-
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.
Date:
February 15, 2008
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/s/ John C. Thomas Jr.
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John
C. Thomas Jr. individually and on behalf of John C. Thomas Jr. Family L.P.
and the John C. and Levato J. Thomas Irrevocable Trust and as custodian
for three minors
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ATTENTION:
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (See 18 U.S.C. 1001).
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