-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EVkdgUmPlslIq4WRY7uuRTEv/gN1p0xJnPilWqB66H1hjgkFpWOZCJOqU92HVYUU WaYmkm2gwMeirAPo3B/e3w== 0000950103-02-000786.txt : 20020808 0000950103-02-000786.hdr.sgml : 20020808 20020808160727 ACCESSION NUMBER: 0000950103-02-000786 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020808 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARADIGM CORP CENTRAL INDEX KEY: 0001013238 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943133088 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46237 FILM NUMBER: 02723045 BUSINESS ADDRESS: STREET 1: 3929 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5102659000 MAIL ADDRESS: STREET 1: 3929 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOVO NORDISK A S CENTRAL INDEX KEY: 0000353278 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NOVO ALLE DK 2880 CITY: BAGSVAERD DENMARK STATE: G7 ZIP: 00000 BUSINESS PHONE: 4544448888 MAIL ADDRESS: STREET 1: NOVO ALLE DK 2880 CITY: BAGSVAERD DENMARK STATE: G7 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: NOVO INDUSTRI A S /DENMARK/ DATE OF NAME CHANGE: 19890811 FORMER COMPANY: FORMER CONFORMED NAME: NOVO NORDISK A/S DATE OF NAME CHANGE: 19900807 SC 13D/A 1 aug0802_13a1.txt =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Aradigm Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock No PAR VALUE - ------------------------------------------------------------------------------- (Title of Class of Securities) 038505 - ------------------------------------------------------------------------------- (CUSIP Number) Ole Ramsby Novo Nordisk A/S Novo Alle DK-2880 Bagsvaerd Denmark Tel No.: +45 4444 8888 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 24, 2002 - ------------------------------------------------------------------------------- (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 [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) =============================================================================== CUSIP No. 038505 Page 2 of 10 Pages 13D - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Novo Nordisk A/S - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Kingdom of Denmark - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 7,868,369 NUMBER OF SHARES ------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON WITH 0 ------------------------------------------- 9 SOLE DISPOSITIVE POWER 7,868,369 ------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,868,369 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.4 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- [*SEE INSTRUCTIONS BEFORE FILLING OUT!] Novo Nordisk A/S, a publicly quoted Danish company ("Buyer") hereby amends and supplements its Report on Schedule 13D, originally filed on November 14, 2001 (as heretofore amended and supplemented, the "Schedule 13D") with respect to the purchase of shares of Common Stock, no par value (the "Shares"), of Aradigm Corporation, a California corporation (the "Issuer"). Unless otherwise indicated, each capitalized terms used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. Item 2. Identity and Background. The response set forth in Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: The name of the person filing this statement is Novo Nordisk A/S, a publicly quoted Danish company ("Buyer"). The address of the principal business office of Buyer is Novo Alle, DK-2880 Bagsvaerd, Denmark. Buyer is a focused healthcare company that manufactures and markets pharmaceutical products and services for the treatment of diabetes, coagulation disorders, human growth hormone and hormone replacement therapy. The name, address, present principal occupation or employment and citizenship of each director and executive officer of Buyer is set forth on Schedule A. Buyer holds the Shares through Novo Nordisk Pharmaceuticals, Inc., a Delaware corporation ("NN Pharmaceuticals") whose principal business office is located at 100 College Road, Princeton, New Jersey 08540. NN Pharmaceuticals is a manufacturer and supplier of insulin to the United States diabetes market and throughout the world. NN Pharmaceuticals is a wholly-owned subsidiary of Novo Nordisk of North America, Inc. ("NN North America"). NN North America is a Delaware corporation whose principal place of business is 405 Lexington Avenue, New York City, New York 10017. NN North America's primary business is the provision of corporate staff services for the U.S. based pharmaceutical operations of Buyer. NN North America is wholly owned by Buyer. The name, addresses, present principal occupation or employment and citizenship of each director and executive officer of each NN Pharmaceuticals and NN North America is set forth on Schedule A. Novo A/S, a private limited Danish company whose principal business office is located at Krogsh0jvej 41, DK-2880 Bagsvaerd, Denmark, owns approximately 26.7% of Buyer's total share capital, representing approximately 69.0% of the voting rights of Buyer and may be deemed to control Buyer. The principal business of Novo A/S is the administration of its portfolio of securities and minority capital interests. Novo A/S is a wholly-owned subsidiary of Novo Nordisk Foundation (the "Foundation"), a self-governing and self-owned foundation whose principal business office is located at Brogardsvej 70, Post Box 71, DK-2820 Gentofte, Denmark. The principal business of the Foundation is to provide a stable basis for the business and research activities undertaken by Novo A/S and its affiliates. The name, address, present principal occupation or employment and citizenship of each director and executive officer of each of Novo A/S and the Foundation is set forth on Schedule A. During the last five years, none of Buyer, and to the best of Buyer's knowledge, any of NN Pharmaceuticals, NN North America, Novo A/S, the Foundation or any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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. Item 3. Source and Amount of Funds or Other Consideration. The response set forth in Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate purchase price for the Shares was $35,000,000. Such price was funded through internally generated funds. Page 3 of 10 Item 4. Purpose of Transaction. The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by the following: As described in the Schedule 13D, on October 22, 2001 Buyer and Issuer entered into a Stock Purchase Agreement (a copy of which is attached as Exhibit 1 to the Schedule 13D) (the "Stock Purchase Agreement"), pursuant to which Issuer may, from time to time, require Buyer to purchase up $25,000,000 worth of additional Shares at the then current market price. On July 24, 2002, pursuant to, and in accordance with, the terms of the Stock Purchase Agreement, Buyer purchased $5,000,000 worth of additional Shares. Except as set forth above, Buyer has no plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a)-(b) Buyer beneficially owns, through NN Pharmaceuticals, an aggregate of 7,868,369 Shares representing approximately 25.4% of the outstanding Shares. To the best of Buyer's knowledge, none of the persons named in response to Item 2 or listed on Schedule A, is the beneficial owner of any of the Shares, except to the extent any such person may be deemed to be the beneficial owner of Shares owned by Buyer. (c) Except as set forth in this statement, none of Buyer, any of the persons named in response to Item 2 or listed on Schedule A, has effected any transaction in the Shares during the 60 days prior to the date hereof. The following purchases were made from the Issuer on behalf of Buyer: Aggregate Number Price Per Date: of Shares: Share: June 1998 312,396 $16.00 June 2001 708,216 $7.06 October 2001 5,665,723 $3.53 July 24, 2002 1,182,034 $4.23 (d) Inapplicable. (e) Inapplicable. Item 7. Material to be Filed as Exhibits. None Page 4 of 10 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. August 7, 2002 ------------------------------------------- Date /s/ Jesper Brandgaard ------------------------------------------- Signature Jesper Brandgaard, Chief Financial Officer ------------------------------------------- (Name/Title) Page 5 of 10 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF BUYER The name, address, title, present principal occupation or employment of each of the directors and executive officers of Buyer are set forth below. If no address is given the director's or officer's address is Novo Alle, DK-2880 Bagsvaerd, Denmark. The directors are designated with asterisks (*). Name and Citizenship Principal Occupation and Address - -------------------- -------------------------------- *Mads 0vlisen Chairman of the Board Danish Novo Nordisk A/S Novo Alle, 6B2.22 2880 Bagsvaerd Denmark *Kurt Anker Nielsen President & CEO Danish Novo A/S Krogsh0jvej 41, 9P2.05 2880 Bagsvaerd Denmark *Jan Ulf Sigvard Johansson CEO/Businessman Swedish Strandvagen 43, 4 tr. 114 56 Stockholm Sweden *J0rgen Wedel 29 Winsor Way Danish Weston, Massachusetts 02493 USA *Kurt Briner Director Swiss c/o Ebsa sa 47, rue du 31 Decembre CH-1211 Geneva 6 Switzerland *Niels Jacobsen President & CEO Danish William Demant Holding A/S Strandvejen 58 2900 Hellerup Denmark *Anne Marie Handrup Kverneland Laboratory Assistant Danish Novo Nordisk A/S Laurentsvej 22, 7X 2880 Bagsvaerd Denmark Page 6 of 10 Name and Citizenship Principal Occupation and Address - -------------------- -------------------------------- *Johnny Henriksen Environmental Specialist Danish Novo Nordisk A/S Hummeltoftevej 49 Building SOC 1.18 2830 Virum Denmark *Stig Str0baek Electrician Danish Novo Nordisk, A/S Laurentsvej 22, 7X 2880 Bagsvaerd Denmark Lars Rebien S0rensen CEO Danish Novo Nordisk A/S Jesper Brandgaard CFO Danish Novo Nordisk A/S Kare Schultz Chief Operating Officer Danish Novo Nordisk A/S Mads Krogsgaard Thompsen Chief Science Officer Danish Novo Nordisk A/S Lars Almblom J0rgensen Chief of Staffs Danish Novo Nordisk A/S Lise Kingo Executive Vice President Danish Novo Nordisk A/S DIRECTORS AND EXECUTIVE OFFICERS OF NN NORTH AMERICA The name, address, title, present principal occupation or employment of each of the directors and executive officers of NN North America, are set forth below. If no address is given the director's or officer's address is 405 Lexington Avenue, New York City, New York 10017. The directors are designated with asterisks (*). Name and Citizenship Principal Occupation and Address - -------------------- -------------------------------- *James Shehan President and Secretary USA Novo Nordisk of North America, Inc. *Susan Jackson Vice President Communications USA Novo Nordisk Pharmaceuticals, Inc. 100 College Road West Princeton, NJ 08540-7810 *Anthony Viceroy CFO and Treasurer USA Novo Nordisk of North America, Inc. *Rasmus Holm-J0rgensen VP Investor Relations Danish Novo Nordisk of North America, Inc. Page 7 of 10 *Ole F. Ramsby Senior Vice President Legal Affairs and Danish General Counsel Novo Nordisk A/S Novo Alle 2880 Bagsvaerd Denmark DIRECTORS AND EXECUTIVE OFFICERS OF NN PHARMACEUTICALS The name, address, title, present principal occupation or employment of each of the directors and executive officers of NN Pharmaceuticals, are set forth below. If no address is given the director's or officer's address is 100 College Road, Princeton, New Jersey 08540. The directors are designated with asterisks (*). Name and Citizenship Principal Occupation and Address - -------------------- -------------------------------- *Martin Soeters President The Netherlands Novo Nordisk Pharmaceuticals, Inc. *Kare Schultz Chief Operating Officer Danish Novo Nordisk A/S *Barry Reit Vice President Regulatory Affairs Danish Novo Nordisk Pharmaceuticals, Inc. *Phil Fornecker Vice President Finance USA Novo Nordisk Pharmaceuticals, Inc. *Jim C. Shehan President USA Novo Nordisk of North America, Inc. 405 Lexington Avenue New York City, NY 10174 DIRECTORS AND EXECUTIVE OFFICERS OF NOVO A/S The name, address, title, present principal occupation or employment of each of the directors and executive officers of Novo A/S, are set forth below. If no address is given the director's or officer's address is Krogsh0jvej 41, DK- 2880 Bagsvaerd, Denmark. The directors are designated with asterisks (*). Name and Citizenship Principal Occupation and Address - -------------------- -------------------------------- *Palle Marcus Member Board of Directors Danish Novo A/S *Jorgen Boe Lawyer Danish Margrethevej 6 2960 Rungsted Kyst Denmark Page 8 of 10 *Jan Ulf Sigvard Johansson CEO/Businessman Swedish Strandvagen 43, 4 tr. 114 56 Stockholm Sweden *Hans Kristian Werdelin Member Board of Directors Danish Novo A/S Henrik Gurtler Co-CEO Danish Novo A/S Kurt Anker Nielsen Co-CEO Danish Novo A/S DIRECTORS AND EXECUTIVE OFFICERS OF FOUNDATION The name, address, title, present principal occupation or employment of each of the directors and executive officers of the Foundation, are set forth below. If no address is given the director's or officer's address is Brogardsvej 70, Post Box 71, DK-2820 Gentofte, Denmark. The directors are designated with asterisks (*). Name and Citizenship Principal Occupation and Address - -------------------- -------------------------------- *Palle Marcus Member Board of Directors Danish Novo Nordisk Foundation *Jorgen Boe Lawyer Danish Margrethevej 6 2960 Rungsted Kyst Denmark *Mads 0vlisen Member Board of Directors Danish Novo Nordisk Foundation *Niels Borregaard Doctor Danish Enevangen 83 3450 Aller0d Denmark *Jan Eric Lindsten Doctor Swedish Norr Malarstrand 78, 3 tr. S-112 35 Stockholm Sweden *Kurt Bligaard Pedersen Executive Vice President Danish Dong A/S Vesterled 22 2100 Copenhagen Denmark *Ulla Morin Technician Danish Novo Nordisk Foundation *Soren Thuesen Pedersen Chemist Danish Novo Nordisk Foundation Page 9 of 10 Name and Citizenship Occupation and Address - -------------------- ---------------------- *Stig Strobaek Electrician Danish Novo Nordisk Foundation Gert Almind Frederiksen CEO Danish Novo Nordisk Foundation Page 10 of -----END PRIVACY-ENHANCED MESSAGE-----