SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d - 102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a)
AVI
BIOPHARMA, INC.
(Name
of Issuer)
Common
Stock, par value $.0001 per share
(Title
of Class of Securities)
637184108
(CUSIP
Number)
Gary T.
Moomjian, Esq.
Moomjian,
Waite, Wactlar & Coleman, LLP
100
Jericho Quadrangle, Suite 225
Jericho,
New York 11753
(516)
937-5900
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
March 16,
2010
(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 x.
NOTE: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 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 disclosure
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).
|
CUSIP
No. 637184108
|
Page
2 of 11 Pages
|
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
George
W. Haywood
|
||
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a) ¨
|
||
|
(b) x
(1)
|
||
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
Not
applicable.
|
||
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
United
States of America
|
||
|
|
|
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
8,804,799 (2)
|
|
|
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
|
OWNED
BY
|
1,000,000 (3)
|
|
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
REPORTING
|
8,804,799 (2)
|
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
1,000,000
(3)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
9,804,799
|
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See
Instructions) ¨
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
8.8%
|
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
IN
|
|
|
|
|
|
(1)
|
Mr.
Haywood, Ms. Haywood, Rockall Emerging Markets Master Fund Ltd. (the
“Fund”), Meldrum Asset Management, LLC (“Meldrum”), Mr. Egan and Mr.
O’Driscoll may be deemed to be a
group.
|
|
(2)
|
Includes
1,475,673 shares underlying
warrants.
|
|
(3)
|
Represents
shares owned by spouse, Ms.
Haywood.
|
|
CUSIP
No. 637184108
|
Page
3 of 11 Pages
|
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
Cheryl
Haywood
|
||
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a) ¨
|
||
|
(b) x
(1)
|
||
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
Not
applicable.
|
||
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
United
States of America
|
||
|
|
|
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
1,000,000
|
|
|
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
|
OWNED
BY
|
8,804,799
(2)
|
|
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
REPORTING
|
1,000,000
|
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
8,804,799
(2)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
9,804,799
|
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See
Instructions) ¨
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
8.8%
|
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
IN
|
|
|
|
|
|
(1)
|
Mr.
Haywood, Ms. Haywood, the Fund, Meldrum, Mr. Egan and Mr. O’Driscoll may
be deemed to be a group.
|
|
(2)
|
Represents
shares owned by spouse, Mr. Haywood. Includes 1,475,673 shares
underlying warrants.
|
|
CUSIP
No. 637184108
|
Page
4 of 11 Pages
|
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
Rockall
Emerging Markets Master Fund Ltd.
|
||
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a) ¨
|
||
|
(b) x
(1)
|
||
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
Not
applicable.
|
||
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware,
United States of America
|
||
|
|
|
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
3,566,730
(2)
|
|
|
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
|
OWNED
BY
|
0
|
|
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
REPORTING
|
3,566,730
(2)
|
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
3,566,730
|
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See
Instructions) ¨
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.2%
|
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
OO
|
|
|
|
|
|
(1)
|
Mr.
Haywood, Ms. Haywood, the Fund, Meldrum, Mr. Egan and Mr. O’Driscoll may
be deemed to be a group.
|
|
(2)
|
Includes
631,034 shares underlying warrants.
|
|
CUSIP
No. 637184108
|
Page 5
of 11 Pages
|
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
Meldrum
Asset Management, LLC
|
||
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a) ¨
|
||
|
(b) x
(1)
|
||
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
Not
applicable.
|
||
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware,
United States of America
|
||
|
|
|
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
3,566,730
(2)
|
|
|
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
|
OWNED
BY
|
0
|
|
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
REPORTING
|
3,566,730
(2)
|
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
3,566,730
|
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See
Instructions) ¨
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.2%
|
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
OO
|
|
|
|
|
|
(1)
|
Mr.
Haywood, Ms. Haywood, the Fund, Meldrum, Mr. Egan and Mr. O’Driscoll may
be deemed to be a group.
|
|
(2)
|
Includes
631,034 shares underlying
warrants.
|
|
CUSIP
No. 637184108
|
Page 6
of 11 Pages
|
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
Con
Egan
|
||
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a) ¨
|
||
|
(b) x
(1)
|
||
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
Not
applicable.
|
||
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware,
United States of America
|
||
|
|
|
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
0
|
|
|
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
|
OWNED
BY
|
3,566,730
(2)
|
|
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
REPORTING
|
0
|
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
3,566,730
(2)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
3,566,730
|
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See
Instructions) ¨
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.2%
|
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
IN
|
|
|
|
|
|
(1)
|
Mr.
Haywood, Ms. Haywood, the Fund, Meldrum, Mr. Egan and Mr. O’Driscoll may
be deemed to be a group.
|
|
(2)
|
Includes
631,034 shares underlying
warrants.
|
|
CUSIP
No. 637184108
|
Page 7
of 11 Pages
|
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
Conor
O’Driscoll
|
||
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
(a) ¨
|
||
|
(b) x
(1)
|
||
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
Not
applicable.
|
||
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware,
United States of America
|
||
|
|
|
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
0
|
|
|
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
|
OWNED
BY
|
3,566,730
(2)
|
|
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|
REPORTING
|
0
|
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
3,566,730
(2)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
3,566,730
|
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
(See
Instructions) ¨
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.2%
|
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
IN
|
|
|
|
|
|
(1)
|
Mr.
Haywood, Ms. Haywood, the Fund, Meldrum, Mr. Egan and Mr. O’Driscoll may
be deemed to be a group.
|
|
(2)
|
Includes
631,034 shares underlying
warrants.
|
|
Item
1.
|
Security
and Issuer.
|
The class
of securities to which this statement relates is the common stock, par
value $.0001 per share (the "Common Stock"), of AVI BioPharma, Inc.
(the "Company"). The Company’s principal executive office is located
at 3450 Monte Villa Parkway, Suite 101, Bothell, Washington 98021.
|
Item 2.
|
Identity and
Background.
|
(a) This
statement is being jointly filed by Mr. George W. Haywood, Ms. Cheryl Haywood,
Rockall Emerging Markets Master Fund Limited (the “Fund”), Meldrum Asset
Management, LLC (“Meldrum”), Mr. Con Egan and Mr. Conor O’Driscoll (all
collectively referred to as the “Filers”). The principals of Meldrum
are Con Egan and Conor O’Driscoll, and Meldrum is the investment manager of the
Fund.
(b) The
business address for Mr. Haywood and Ms. Haywood is c/o Moomjian, Waite, Wactlar
& Coleman, LLP, 100 Jericho Quadrangle, Suite 225, Jericho, New York
11753. The business address for the Fund is c/o M&C Corporate
Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands. The business address for each of
Meldrum, Mr. Egan and Mr. O’Driscoll is 570 Lexington Avenue, New York, New York
10022.
(c) Mr.
Haywood is a private investor, Ms. Haywood is a teacher, and Messrs. Egan and
O’Driscoll are investment managers.
(d) None
of the Filers have, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None
of the Filers have, during the last five years, been a 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.
Haywood, Ms. Haywood and Conor O’Driscoll are United States
citizens. The Fund is a Cayman Islands exempted
company. Meldrum is organized in the State of
Delaware. Mr. Egan is a citizen of Ireland.
|
Item 3.
|
Source and Amount of Funds or
Other Consideration.
|
Not Applicable.
|
Item
4.
|
Purpose
of Transaction
|
On March 16, 2010, Mr. Haywood, Ms.
Haywood and Meldrum requested that the Company call a special shareholders
meeting to (1) remove certain members of the Company’s board of directors
(“Board”) and (2) elect new directors to the Board to fill vacancies left by
removal of directors. The Filers beneficially own an aggregate
11,264,822 issued and outstanding shares of Common Stock, consisting of
7,329,126 Shares beneficially owned by George W. Haywood (inclusive of Shares
held in IRA form), 1,000,000 Shares beneficially owned by Cheryl Haywood and
2,935,696 shares beneficially owned by the Fund. Such request was
made by written notice to the Company, dated March 16, 2010, in accordance with
Section 2.2 of the First Restated Bylaws of the Company and Section 60.204 of
the Oregon Business Corporation Act.
The letter is included as Exhibit 2
hereto, and incorporated herein by reference.
The
Filers may acquire additional securities of the Company from time to time, may
dispose of such securities so as to meet their investment objectives, and may
seek further changes in management of the Company.
Except as set forth herein or as would
occur upon completion of any of the actions discussed herein, the Reporting
Persons have no present plan or proposal that would relate to or result in
any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule
13D.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
(a) The
aggregate number of shares of Common Stock beneficially owned by the Filers is
13,371,529. Such amount represents beneficial ownership of 11.9% of
the Common Stock of the Company.
(b) As
for Mr. Haywood, the number of shares of Common Stock as to which he
has:
|
1.
|
Sole
power to vote or to direct vote is
8,804,799.
|
|
2.
|
Shared
power to vote or to direct vote is
1,000,000.
|
|
3.
|
Sole
power to dispose or to direct the disposition is
8,804,799.
|
|
4.
|
Shared
power to dispose or to direct the disposition is
1,000,000.
|
As for
Ms. Haywood, the number of shares of Common Stock as to which she
has:
|
1.
|
Sole
power to vote or to direct vote is
1,000,000.
|
|
2.
|
Shared
power to vote or to direct vote is
8,804,799.
|
|
3.
|
Sole
power to dispose or to direct the disposition is
1,000,000.
|
|
4.
|
Shared
power to dispose or to direct the disposition is
8,804,799.
|
As for
the Fund, the number of shares of Common Stock as to which it has:
|
1.
|
Sole
power to vote or to direct vote is
3,566,730.
|
|
2.
|
Shared
power to vote or to direct vote is
0.
|
|
3.
|
Sole
power to dispose or to direct the disposition is
3,566,730.
|
|
4.
|
Shared
power to dispose or to direct the disposition is
0.
|
As for
Meldrum, the number of shares of Common Stock as to which it has:
|
1.
|
Sole
power to vote or to direct vote is
3,566,730.
|
|
2.
|
Shared
power to vote or to direct vote is
0.
|
|
3.
|
Sole
power to dispose or to direct the disposition is
3,566,730.
|
|
4.
|
Shared
power to dispose or to direct the disposition is
0.
|
As for
Mr. Egan, the number of shares of Common Stock as to which he has:
|
1.
|
Sole
power to vote or to direct vote is
0.
|
|
2.
|
Shared
power to vote or to direct vote is
3,566,730.
|
|
3.
|
Sole
power to dispose or to direct the disposition is
0.
|
|
4.
|
Shared
power to dispose or to direct the disposition is
3,566,730.
|
As for
Mr. O’Driscoll, the number of shares of Common Stock as to which he
has:
|
1.
|
Sole
power to vote or to direct vote is
0.
|
|
2.
|
Shared
power to vote or to direct vote is
3,566,730.
|
|
3.
|
Sole
power to dispose or to direct the disposition is
0.
|
|
4.
|
Shared
power to dispose or to direct the disposition is
3,566,730.
|
(c) On March 4, 2010, the Fund
purchased 150,000 shares of Common Stock. Other than this purchase,
the Filers have not effected any transactions with respect to any securities of
the Company during the past sixty days.
(d) Not
Applicable.
(e) Not
Applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to the
Securities of the Issuer
|
Included as shares for which there
exists sole voting and dispositive power are 1,475,673 shares underlying
warrants held by George Haywood.
Each of the Fund and Meldrum, as the
manager of the Fund, has the power to vote and dispose of the shares of Common
Stock beneficially owned by the Fund. Each of Mr. Egan and Mr.
O’Driscoll, by virtue of his position as a manager of Meldrum, has the shared
authority to vote and dispose of all of the shares of Common Stock held by the
Fund. Except as set forth in Item 4 above and this Item 6, the Filers
have no contracts, arrangements, understandings or relationships with respect to
the securities of the Company.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
Item 7
contains the following exhibits:
|
Exhibit
1
|
Schedule
13D Joint Filing Agreement.
|
|
Exhibit
2
|
Demand
Notice for Special Shareholders
Meeting.
|
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: March
26, 2010
|
||
|
/s/ George W. Haywood
|
||
|
George
W. Haywood
|
||
|
/s/ Cheryl Haywood
|
||
|
Cheryl
Haywood
|
||
|
ROCKALL
EMERGING MARKETS
MASTER
FUND LTD.
|
||
|
By:
Meldrum Asset Management, LLC
|
||
|
Its
Investment Manager
|
||
|
By:
|
/s/ Con Egan
|
|
|
Name:
Con Egan
|
||
|
Title:
Manager
|
||
|
MELDRUM
ASSET MANAGEMENT, LLC
|
||
|
By:
|
/s/ Con Egan
|
|
|
Name:
Con Egan
|
||
|
Title:
Manager
|
||
|
/s/ Con Egan
|
||
|
Con
Egan
|
||
|
/s/ Conor O’Driscoll
|
||
|
Conor
O’Driscoll
|
||
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
1
|
Schedule
13D Joint Filing Agreement
|
|
|
2
|
Demand
Notice for Special Shareholders
Meeting
|
EXHIBIT
1
SCHEDULE
13D JOINT FILING AGREEMENT
In
accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them of a Schedule 13D (including any additional amendments thereto) with
respect to the securities of AVI BioPharma, Inc. and that this Agreement be
filed as an Exhibit to such Schedule 13D.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which shall constitute one agreement.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of
the 19th day of March, 2010.
|
/s/ George W. Haywood
|
/s/ Con Egan
|
||
|
George
W. Haywood
|
Con
Egan
|
||
|
/s/ Cheryl Haywood
|
/s/ Conor O’Driscoll
|
||
|
Cheryl
Haywood
|
Conor
O’ Driscoll
|
||
|
ROCKALL
EMERGING MARKETS MASTER
|
|||
|
FUND
LTD.
|
|||
|
By:
Meldrum Asset Management, LLC
|
|||
|
Its
Investment Manager
|
|||
|
By:
|
/s/ Con Egan
|
||
|
Name:
Con Egan
|
|||
|
Title:
Manager
|
|||
|
MELDRUM
ASSET MANAGEMENT, LLC
|
|||
|
By:
|
/s/ Con Egan
|
||
|
Name:
Con Egan
|
|||
|
Title:
Manager
|
|||
EXHIBIT
2
Demand
Notice for Special Shareholders Meeting
|
George
W. Haywood
|
Meldrum
Asset Management
|
Cheryl
Haywood
|
||
|
3023
Q Street, N.W.
|
570
Lexington Avenue
|
3023
Q Street, N.W.
|
||
|
Washington,
D.C. 20007
|
|
New
York, New York 10022
|
|
Washington,
D.C. 20007
|
|
|
||||
|
March
16, 2010
|
Via Facsimile and Federal
Express
AVI
BioPharma, Inc.
3450
Monte Villa Parkway, Suite 101
Bothell,
Washington 98021
Attention:
J. David Boyle II, Secretary
|
Re:
|
Demand for Special
Meeting of Shareholders Pursuant to Section 60.204 of the Oregon Business
Corporation Act and Section 2.2 of the Bylaws of AVI BioPharma,
Inc.
|
Gentlemen:
Pursuant to Section 60.204 of the
Oregon Business Corporation Act and Section 2.2 of the First Restated Bylaws
(the “Bylaws”) of AVI BioPharma, Inc. (the “Company”), Mr. George W. Haywood,
Ms. Cheryl Haywood and Meldrum Asset Management, as the beneficial and/or record
owners on the date hereof of 11,264,822 shares of common stock, par value
$0.0001 per share, of the Company (“Shares”) in the aggregate, hereby
demand a special meeting of shareholders of the Company (the “Special Meeting”)
for the purpose of voting on the following proposals:
|
|
·
|
Proposal 1 –
Pursuant to Section 3.14 of the Bylaws, the shareholders shall remove with
or without cause at a meeting expressly called for that purpose, certain
members of the Company’s board of directors (the
“Board”).
|
|
|
·
|
Proposal
2– Pursuant to Section 3.10 of the Bylaws, to the extent
shareholders vote to remove certain incumbent directors pursuant to
Proposal 1 above, the shareholders shall elect new directors to the Board
to fill the vacancies left by the removal of
directors.
|
|
|
·
|
Proposal 3 –
The Special Meeting shall be adjourned, if necessary, for the purpose of
soliciting additional proxies to vote in favor of Proposals 1 and
2.
|
Proposals
1, 2 and 3 are collectively referred to herein as the
“Proposals.”
Class and Number of Shares
of Capital Stock
Mr.
Haywood, Ms. Haywood and Meldrum Asset Management own an aggregate 11,264,822
Shares, consisting of 7,329,126 Shares beneficially owned by George W. Haywood
(inclusive of Shares held in IRA form), 1,000,000 Shares beneficially owned by
Cheryl Haywood and 2,935,696 Shares beneficially owned by Meldrum Asset
Management.
Mr.
Haywood, Ms. Haywood and Meldrum Asset Management, as owners of more than 10% of
the outstanding Shares of the Company, seek to improve the business, operations,
financial condition and strategic direction of the Company.
Appearance at the Special
Meeting
Mr.
Haywood, on behalf of Ms. Haywood and himself, and a representative of Meldrum
Asset Management intend to appear in person or by proxy at the Special Meeting
to bring the Proposals before the Special Meeting.
Persons to Contact with
Respect to the Proposals
Should
you have any questions with respect to the foregoing, please contact George W.
Haywood.
|
/s/ George W. Haywood
|
||
|
George
W. Haywood
|
||
|
/s/ Cheryl Haywood
|
||
|
Cheryl
Haywood
|
||
|
Meldrum
Asset Management
|
||
|
By:
|
/s/ Con Egan
|
|
|
Name:
Con Egan
|
||
|
Title:
Principal
|
||
|
cc:
|
Leslie
Hudson, Ph. D.
|
|
Mr.
Joseph Edelman
|
|
|
Perceptive
Life Sciences
|
|
|
499
Park Avenue
|
|
|
New
York, New York
10022
|
|
Mr.
John Gorman
|
|
|
Tejas
Securities Group, Inc.
|
|
|
8226
Bee Caves Road
|
|
|
Austin,
Texas 78746
|
|
|
Gary
T. Moomjian, Esq.
|
|
|
Moomjian,
Waite, Wactlar & Coleman, LLP
|
|
|
100
Jericho Quadrangle, Suite 225
|
|
|
Jericho,
New York 11753
|
|
|
Kenneth
S. Leonetti, Esq.
|
|
|
Foley
Hoag LLP
|
|
|
Seaport
West
|
|
|
155
Seaport Boulevard
|
|
|
Boston,
Massachusetts
02210-2600
|