UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
The Securities Exchange Act of 1934
ALYNX,
CO.
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(Name
of Issuer)
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Common
Stock, $0.001 par value per share
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(Title
of Class of Securities)
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02262E
10 8
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(CUSIP
Number)
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G.
Donald Johnson
Womble
Carlyle Sandridge & Rice, PLLC
Suite
3500
1201
West Peachtree Street
Atlanta,
GA 30309
(404)
888-7456
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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February 8,
2008
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(Date
of Event which Requires Filing of this
Statement)
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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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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Matthew
J. Miller, individually and as co-trustee of the Veritas
Trust
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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2.
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(a) ¨
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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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5.
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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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6.
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Citizenship
or Place of Organization:
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United
States of America
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7.
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Sole
Voting Power
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NUMBER OF
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61,828 (1)
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SHARES
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8.
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Shared
Voting Power
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BENEFICIALLY
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OWNED BY
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5,426,884
(2)
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EACH
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9.
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Sole
Dispositive Power
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REPORTING
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PERSON
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61,828 (1)
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WITH
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10.
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Shared
Dispositive Power
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5,426,884 (2)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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5,488,713 (1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13
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Percent
of Class Represented by Amount in Row (11)
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9.8% (2)
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14.
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Type
of Reporting Person (See Instructions)
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IN
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CUSIP No.
02262E 10 8
Footnotes:
(1) Represents
61,828 subject to options owned by Mr. Miller which are exercisable within the
next 60 days.
(2) Includes
5,426,884 shares held by Veritas Trust, a revocable trust created for the
benefit of Mr. Miller, his spouse, Samantha S. Miller, and their minor
son. Mr. and Mrs. Miller are the co-trustees of the Veritas
Trust.
(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. Miller pursuant to Exchange Act Rule 13d-3, as of the date
hereof.
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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Samantha
S. Miller, as co-trustee of the Veritas Trust
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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2.
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(a) ¨
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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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5.
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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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6.
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Citizenship
or Place of Organization:
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United
States of America
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7.
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Sole
Voting Power
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NUMBER OF
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0
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SHARES
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8.
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Shared
Voting Power
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BENEFICIALLY
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OWNED BY
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5,426,884 (1)
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EACH
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9.
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Sole
Dispositive Power
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REPORTING
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PERSON
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0
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WITH
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10.
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Shared
Dispositive Power
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5,426,884 (1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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5,426,884
(1)
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12.
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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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13
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Percent
of Class Represented by Amount in Row (11)
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9.7% (2)
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14.
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Type
of Reporting Person (See Instructions)
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IN
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CUSIP No.
02262E 10 8
Footnotes:
(1) These
shares are held by Veritas Trust, a revocable trust created for the benefit of
Mr. Miller, his spouse, Samantha S. Miller, and their minor son. Mr.
and Mrs. Miller are the co-trustees of the Veritas Trust.
(2) Based
on 55,783,146 shares of Common Stock outstanding as of February 8,
2008.
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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Veritas
Trust 20-611863
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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2.
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(a) ¨
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(b) ¨
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SEC
USE ONLY
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3.
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4.
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Source
of Funds (See Instructions)
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OO
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5.
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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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6.
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Citizenship
or Place of Organization:
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United
States of America
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7.
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Sole
Voting Power
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NUMBER OF
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5,426,884 (1)
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SHARES
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8.
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Shared
Voting Power
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9.
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Sole
Dispositive Power
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REPORTING
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PERSON
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5,426,884 (1)
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WITH
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10.
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Shared
Dispositive Power
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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5,426,884 (1)
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12.
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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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13
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Percent
of Class Represented by Amount in Row (11)
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9.7% (2)
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14.
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Type
of Reporting Person (See Instructions)
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IN
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Footnotes:
(1) These
shares are held by Veritas Trust, a revocable trust created for the benefit of
Mr. Miller, his spouse, Samatha S. Miller, and their minor son. Mr.
and Mrs. Miller are the co-trustees of the Veritas Trust.
(2) Based
on 55,783,146 shares of Common Stock outstanding as of February 8,
2008.
CUSIP No. 02262E 10 8
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 Matthew J. Miller, a Florida resident (“Mr.
Miller”) individually and in his capacity as co-trustee of the Veritas
Trust. Mr. Miller serves as Executive Vice President of
Alynx. Mr. Miller is a co-founder of MiMedx, Inc., which was acquired
by Alynx on February 8, 2008.
This
Schedule 13D is being filed jointly by Mr. Miller and his spouse, Samantha S.
Miller (“Mrs. Miller”), and the Veritas Trust (the
“Trust”). Mrs. Miller’s principal occupation is
homemaker. Her business address is 1234 Airport Road, Suite 105,
Destin, Florida, 32541. Mr. and Mrs. Miller and the Trust are
hereinafter referred to as the “Reporting Persons.”
(d) The
Reporting Persons have not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The
Reporting persons have 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)
Mr. and Mrs. Miller are citizens of the United States. The Trust was
formed under the laws of the United States.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
Reporting Persons 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 Persons hold their shares as an investment. Mr. Miller 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 Persons,
although changes may occur in the future in the ordinary course of
business.
CUSIP No. 02262E 10 8
(e)-(j) 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.
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
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 Persons is 5,488,713. Of these, (i) 5,426,880 shares are
owned by the Veritas Trust, as to which Mr. and Mrs. Miller share voting and
investment power, and (ii) 61,828 shares are options, exercisable within 60
days, beneficially owned by Mr. Miller.
(c) The
Reporting Persons acquired their 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
Persons.
(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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Joint
Filing Agreement dated February 15, 2008, by and between the Reporting
Persons.
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Exhibit
2.
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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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CUSIP No. 02262E 10 8
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/ Matthew J. Miller
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Matthew
J. Miller, individually and as co-trustee of the Veritas
Trust
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/s/ Samantha S. Miller
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Samantha
S. Miller, as co-trustee of the Veritas
Trust
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/s/ Matthew J. Miller
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Veritas
Trust, by Matthew Miller,
co-trustee
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ATTENTION:
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (See 18 U.S.C. 1001).
EXHIBIT
1
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) 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 statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock of Alynx, Co.,
and that this Agreement be included as an Exhibit to such joint
filing.
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement this 15th day of February, 2008.
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/s/ Matthew J.
Miller
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Matthew
J. Miller, individually and as co-trustee of the Veritas
Trust
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/s/ Samantha S.
Miller
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Samantha
S. Miller, as co-trustee of the Veritas
Trust
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/s/ Matthew J.
Miller
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Veritas
Trust, by Matthew Miller,
co-trustee
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