-----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, LtdY8W8lyUlTWa7ChXZz6Mn4LN3wKKS90ORdcw6/iuujmM8jfKVsrm4P7nx0zDxv jX3yB4g9mcl77/oXHSnkkA== 0000950135-06-006760.txt : 20061108 0000950135-06-006760.hdr.sgml : 20061108 20061108104627 ACCESSION NUMBER: 0000950135-06-006760 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061108 DATE AS OF CHANGE: 20061108 GROUP MEMBERS: ADVENT HEALTHCARE AND LIFE SCIENCES II BETEILIGUNG GMBH & CO GROUP MEMBERS: ADVENT HEALTHCARE AND LIFE SCIENCES II LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS HLS II LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACHILLION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001070336 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82163 FILM NUMBER: 061195901 BUSINESS ADDRESS: STREET 1: 1003 WEST SEVENTH ST STREET 2: SUITE 401 CITY: FREDERICK STATE: MD ZIP: 21701 BUSINESS PHONE: 3016968889 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVENT INTERNATIONAL CORP ET AL CENTRAL INDEX KEY: 0000939424 IRS NUMBER: 042840139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 101 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6179519400 MAIL ADDRESS: STREET 1: 101 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 SC 13D 1 b63008aisc13d.txt ADVENT INTERNATIONAL CORPORATION CUSIP NO. 89235K105 Schedule 13D Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. __________)(1) Achillion Pharmaceuticals Inc. (Name of issuer) Common Stock, par value $0.001 (Title of class of securities) 00448Q201 (CUSIP number) Jarlyth H. Gibson, Assistant Compliance Officer 617-951-9493 C/o Advent International Corporation, 75 State Street, 29th Floor Boston, MA 02109 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 2006 (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(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 14 Pages) - ---------- (1) 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. 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 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. 89235K105 Schedule 13D Page 2 of 14 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,159,440 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,159,440 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,159,440 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.79% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, IA - -------------------------------------------------------------------------------- CUSIP NO. 89235K105 Schedule 13D Page 3 of 14 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,126,750 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,126,750 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,126,750 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.58% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- CUSIP NO. 89235K105 Schedule 13D Page 4 of 14 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Healthcare and Life Sciences II Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,045,360 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,045,360 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,045,360 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.03% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- CUSIP NO. 89235K105 Schedule 13D Page 5 of 14 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Healthcare and Life Sciences II Beteiligung GmbH & Co. KG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 81,390 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 81,390 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,390 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.55% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- CUSIP NO. 89235K105 Schedule 13D Page 6 of 14 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Partners HLS II Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 23,186 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 23,186 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,186 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.16% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- CUSIP NO. 89235K105 Schedule 13D Page 7 of 14 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Partners Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 9,504 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 9,504 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,504 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.06% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- CUSIP NO. 89235K105 Schedule 13D Page 8 of 14 Item 1. Security and Issuer This statement on Schedule 13D relates to the Reporting Persons' (as defined in Item 2 below) beneficial ownership interest in the Common Stock, par value $0.001 per share (the "Common Stock"), of Achillion Pharmaceuticals Inc., a Delaware corporation (the "Corporation"). The address of the principal executive office of the Corporation is 300 George Street, New Haven, CT 06511. Item 2. Identity and Background (a) (b) (c) (f) This statement is being filed by the following entities: (1) Advent International Corporation, a Delaware corporation; (2) Advent International Limited Partnership, a Delaware limited partnership; (3) Advent Healthcare and Life Sciences II, a Delaware limited partnership; (4) Advent Healthcare and Life Sciences II Beteiligung GmbH & Co. KG, a Germany limited partnership; (5) Advent Partners HLS II Limited Partnership, a Delaware limited partnership; (6) Advent Partners Limited Partnership, a Delaware limited partnership; The entities listed in subparagraphs (1) through (6) above are herein collectively referred to as the "Reporting Persons" and individually as a "Reporting Person." Advent International Corporation ("AIC") is a Delaware corporation, and the persons serving as its directors and executive officers are set forth on Schedule A hereto. Advent International Corporation is the General Partner of Advent Partners HLS II Limited Partnership, Advent Partners Limited Partnership and Advent International Limited Partnership ("AILP"). Advent International Limited Partnership is the General Partner of Advent Healthcare and Life Sciences II Limited Partnership as well as the Managing Limited Partner of Advent Healthcare and Life Sciences II Beteiligung GmbH & Co. The principal business address of each Reporting Person is c/o Advent International Corporation, 75 State Street, Boston, MA 02109. The principal business of Advent International Corporation is to operate as an investment advisory firm and to make private equity investments. The principal business of each Reporting Person other than Advent International Corporation and Advent International Limited Partnership is to provide risk capital for, and make investments in the securities of, privately held and other businesses. CUSIP NO. 89235K105 Schedule 13D Page 9 of 14 (d) (e) During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons acquired shares of Series B Preferred Stock for an aggregate price of $2,382,353 on January 28, 2000 and additional shares of Series B Preferred Stock on October 16, 2000 for an aggregate price of $3,769,999. The Reporting Persons acquired shares of Series C Preferred Stock on November 16, 2001 for an aggregate price of $2,499,999.29. The Reporting Persons acquired Convertible Promissory Notes on July 12, 2004 and October 28, 2004 for a price of $688,192 and $1,032,288 respectively. In connection with a Note Conversion and an additional investment of $532,478, the Reporting Persons acquired shares of Series C2 Preferred Stock on November 17, 2005. Additional Series C2 Preferred Stock was acquired on March 22, 2006 for an aggregate price of $300,000. On November 17, 2005 the Reporting Persons acquired two series of Warrants (the "Warrants") to Purchase Common Stock at an exercise price of $0.50. The source of the funds used to purchase the Securities was derived from the working capital of the Reporting Persons (other than AIC and AILP). In conjunction with the Corporation's Initial Public Offering, which became effective on October 24, 2006, a 1-for-8 reverse stock split occurred. Upon the closing of the Issuer's Initial Public Offering on October 31, 2006, additional shares of preferred stock were issued in the form of a dividend which was paid upon the conversion of the preferred stock and each share of Series B Convertible Preferred Stock and Series C-2 Convertible Preferred Stock automatically converted into approximately 0.125 shares of common stock and each share of the Series C Convertible Preferred Stock automatically converted into approximately 0.149 shares of common stock. As a result of the 1-for-8 reverse stock split, the exercise price of the Warrants increased from $0.50 to $4.00 and the number of Warrants decreased accordingly. Item 4. Purpose of Transaction. The Reporting Persons acquired the securities of the Corporation strictly for investment purposes. The Reporting Persons intend to periodically review their investment in the Corporation. Depending upon future evaluations of the business prospects of the Corporation and upon other developments, including, but not limited to, general economic and business conditions and market conditions, the Reporting Persons may determine to increase or decrease their equity interest in the Corporation by acquiring additional Securities, or by disposing of all or a portion of the Securities now held. CUSIP NO. 89235K105 Schedule 13D Page 10 of 14 Except as set forth in this statement, none of the Reporting Persons nor, to the best of their knowledge, any person listed on Schedule A hereto, has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Corporation, or the disposition of securities of the Corporation; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Corporation or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Corporation or any of its subsidiaries; (d) any change in the present board of directors or management of the Corporation, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Corporation; (f) any other material change in the Corporation's business or corporate structure; (g) changes in the Corporation's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Corporation by any person; (h) causing a class of securities of the Corporation to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Corporation becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) The following table sets forth the aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person named in Item 2 of this statement (based upon 14,848,637 shares of Common Stock outstanding as October 31, 2006). The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.
Percentage Number of Shares of --------------------------------- Common Common Stock Reporting Person Stock Warrants Total Outstanding - ---------------- --------- --------- --------- ----------- Advent International Corporation (1)(2)(3) 1,116,432 43,008 1,159,440 7.79% Advent International Limited Partnership (1) 1,084,954 41,796 1,126,750 7.58% Advent Healthcare and Life Sciences II Limited Partnership(2) 1,006,582 38,778 1,045,360 7.03% Advent Healthcare and Life Sciences II Beteiligung GmbH & Co. KG (2) 78,372 3,018 81,390 0.55% Advent Partners HLS II Limited Partnership (3) 22,326 860 23,186 0.16% Advent Partners Limited Partnership(3) 9,152 352 9,504 0.06% --------- ------ --------- ---- Total Group 1,116,432 43,008 1,159,440 7.79% ========= ====== ========= ====
(1) Advent International Corporation ("AIC") is the General Partner of Advent International Limited Partnership ("AILP") which in turn is the General Partner and the Managing Limited Partner of the CUSIP NO. 89235K105 Schedule 13D Page 11 of 14 indicated Reporting Persons. As such, AIC has the sole power to vote and dispose of the securities owned by the indicated Reporting Persons. The beneficial ownership of AIC and AILP derive from such power. (2) Advent International Corporation ("AIC") is the General Partner of Advent International Limited Partnership ("AILP") which in turn is the General Partner of Advent Healthcare and Life Sciences II Limited Partnership as well as the Managing Limited Partner of Advent Healthcare and Life Sciences II Beteiligung GmbH & Co. KG. As such, AIC has the sole power to vote and dispose of the securities owned by the indicated Reporting Persons. The beneficial ownership of AIC and AILP derive from such power. (3) AIC is the General Partner of the indicated Reporting Person. As such, AIC has the power to vote and dispose of the securities of Advent Partners HLS II Limited Partnership and Advent Partners Limited Partnership. (b) Each of the Reporting Persons listed in the table set forth above has sole voting and dispositive power over the Common Stock beneficially owned by it as indicated above. (c) Other than the acquisition of the Securities, none of the Reporting Persons and the persons set forth on Schedule A and in Item 2(d) hereto has effected any transactions in the Common Stock during the last 60 days. (d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of the Securities is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The following summaries of certain provisions of the Lock-Up Agreement and the Waiver of Registration Rights which are qualified in their entirety by reference to such documents (copies of which are attached hereto as Exhibits 1 and 2 respectively). Directors, Executive Officers and certain other stockholders of Achillion entered into Lock-Up agreements, pursuant to which such parties agreed, with certain exceptions, not to sell, transfer or otherwise dispose of any Achillion securities held by those Directors, Executive Officers and certain other stockholders during the period beginning on the date of the final prospectus and ending on the date that is 180 days following the date of the final prospectus ("the Lock-Up"). Stockholders who previously signed the Stockholders' and Investor Rights Agreement relating to the preferred stock financings were asked to approve the termination of the Stockholders' Agreement and the termination of certain provisions of the Investor Rights Agreement relating to Achillion's covenants, effective upon the consummation of the IPO, by signing the Waiver of Registration Rights. CUSIP NO. 89235K105 Schedule 13D Page 12 of 14 Item 7. Materials to be Filed as Exhibits.
Exhibit No. Description - ----------- ----------- 1 Lock-Up Agreement dated September 2006 2 Waiver of Registration Rights dated October 10, 2006.
(The Remainder of this Page Left Intentionally Blank) CUSIP NO. 89235K105 Schedule 13D Page 13 of 14 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. November 8, 2006 Advent Healthcare and Life Sciences II Limited Partnership By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Jarlyth H. Gibson, Assistant Compliance Officer* Advent Healthcare and Life Sciences II Beteiligung GmbH & Co. KG By: Advent International Limited Partnership, Managing Limited Partner By: Advent International Corporation, General Partner By: Jarlyth H. Gibson, Assistant Compliance Officer* Advent International Limited Partnership Advent Partners HLS II Limited Partnership Advent Partners Limited Partnership By: Advent International Corporation, General Partner By: Jarlyth H. Gibson, Assistant Compliance Officer* Advent International Corporation By: Jarlyth H. Gibson, Assistant Compliance Officer* *For all of the above: /s/ Jarlyth H. Gibson - ------------------------------------- Jarlyth H. Gibson, Assistant Compliance Officer CUSIP NO. 89235K105 Schedule 13D Page 14 of 14 SCHEDULE A The name and present principal occupation of each executive officer and director of Advent International Corporation is set forth below. The business address of each executive officer and director of Advent International Corporation is c/o Advent International Corporation, 75 State Street, Boston, Massachusetts 02109. All of the persons listed below are United States citizens. I. Advent International Corporation
Position with Principal Advent International Occupation Name Corporation (if different) - ---- -------------------- -------------- Peter A. Brooke Chairman Thomas H. Lauer Senior Vice President Managing Director Chief Financial Officer Assistant Secretary Executive Officers' Committee Member Ernest G. Bachrach Executive Officers' Committee Member David M. Mussafer Director Executive Officers' Committee Member William C. Schmidt Executive Officers' Committee Member John B. Singer Executive Officers' Committee Member Steven M. Tadler Director Executive Officers' Committee Member Janet L. Hennessy Senior Vice President of Finance Partner Chief Compliance Officer Assistant Secretary John F. Brooke Director General Partner of Brooke Private Equity Mark Hoffman Director Chairman of Cambridge Research Group David W. Watson Secretary Attorney
EX-99.1 2 b63008aiexv99w1.txt LOCK-UP AGREEMENT DATED SEPTEMBER 2006 Lock-Up Agreement September ___, 2006 Cowen and Company, LLC CIBC World Markets Corp. JMP Securities LLC As representatives of the several Underwriters c/o Cowen and Company, LLC 1221 Avenue of the Americas New York, New York 10020 Re: Achillion Pharmaceuticals, Inc. - Public Offering of Shares of Common Stock Dear Sirs: In order to induce Cowen and Company, LLC ("Cowen"), CIBC World Markets Corp. and JMP Securities LLC (together with Cowen, the "Representatives"), to enter into a certain underwriting agreement with Achillion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with respect to the public offering of shares of the Company's Common Stock, par value $0.001 per share ("Common Stock"), the undersigned hereby agrees that for a period of 180 days following the date of the final prospectus filed by the Company with the Securities and Exchange Commission in connection with such public offering, the undersigned will not, without the prior written consent of Cowen, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares, the "Beneficially Owned Shares")) or securities convertible into or exercisable or exchangeable in Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable in Common Stock or (iii) engage in any short selling of the Common Stock. Notwithstanding the foregoing, the undersigned may transfer shares (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) by will or intestate succession, (iv) to any affiliate (as defined in Regulation C under the Securities Act of 1933, as amended) of the undersigned, (v) if the undersigned is a corporation or similar entity, to any wholly-owned subsidiaries of such corporation or similar entity, (vi) if the undersigned is a partnership, limited liability company or similar entity, to any partners or members of such partnership, limited liability company or similar entity or (vii) with the prior written consent of Cowen on behalf of the underwriters; provided, that (1) Cowen receives a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee as the case may be, (2) any such transfer shall not involve a disposition for value and (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise including, without limitation, the filing of a Schedule 13D, a Schedule 13G and/or a Form 4. For purposes of this Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last 17 days of the lock-up period, or (ii) prior to the expiration of the lock-up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In addition, the undersigned hereby waives, from the date hereof until the expiration of the 180-day period following the date of the Company's final Prospectus, any and all rights, if any, to request or demand registration pursuant to the Securities Act of any shares of Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop-transfer orders with the transfer agent of the Common Stock with respect to any shares of Common Stock or Beneficially Owned Shares. This agreement shall automatically terminate on May 31, 2007 in the event that the registration statement has not been declared effective by that date. Advent Healthcare and Life Sciences II Limited Partnership By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy, Senior Vice President of Finance* Advent Healthcare and Life Sciences II Beteiligung GmbH & Co. KG By: Advent International Limited Partnership, Managing Limited Partner By: Advent International Corporation, General Partner By: Janet L. Hennessy, Senior Vice President of Finance* Advent Partners HLS II Limited Partnership Advent Partners Limited Partnership By: Advent International Corporation, General Partner By: Janet L. Hennessy, Senior Vice President of Finance* Advent International Corporation By: Janet L. Hennessy, Senior Vice President of Finance* *For all of the above: /s/ Janet L. Hennessy ---------------------------------------- Janet L. Hennessy, Senior Vice President of Finance Jason S. Fisherman /s/ Jason S. Fisherman ---------------------------------------- Jason S. Fisherman, Director Address: c/o Advent International Corporation 75 State Street, 29th Floor Boston, MA 02109 Signature Page to Lock-Up Agreement EX-99.2 3 b63008aiexv99w2.txt WAIVER OF REGISTRATION RIGHTS DATED OCTOBER 10, 2006 ACHILLION PHARMACEUTICALS, INC. Waiver of Registration Rights Reference is hereby made to that certain Second Amended and Restated Investor Rights Agreement (the "Agreement"), dated as of November 17, 2005 by and among Achillion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), the holders of the Company's Series A Preferred, Series B Preferred, Series C Preferred, Series C-1 Preferred and Series C-2 Preferred (collectively, the "Holders"). All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement. WHEREAS, the Company is preparing to make an underwritten initial public offering of shares of its Common Stock (the "Offering"); and WHEREAS, pursuant to Section 5 of the Agreement, the Holders have registration rights in connection with the Offering. NOW, THEREFORE, in consideration of the foregoing: Pursuant to Section 5 of the Agreement, the Company and the undersigned (i) holders of at least two-thirds of the shares of Common Stock issued or issuable upon conversion of the Series A Preferred, Series B Preferred and Series C-1 Preferred, voting together as a single class and (ii) holders of at least sixty-six and two-thirds percent of the shares of Common Stock issued or issuable upon conversion of the Series C Preferred and Series C-2 Preferred, voting together as a single class, hereby waive all rights granted under Section 5 of the Agreement with respect to the Offering. Each of the undersigned hereby further agrees that this waiver constitutes notice pursuant to Section 5 of the Agreement and further waives any notice or other procedural rights provided in the Agreement with respect to the Offering. This waiver may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. If the Company does not consummate the Offering by May 31, 2007, this waiver will become null and void. This wavier shall be governed by and construed under the laws of the State of Delaware. THE COMPANY'S INTENTION TO MAKE AN INITIAL PUBLIC OFFERING OF ITS COMMON STOCK HAS NOT BEEN ANNOUNCED TO THE PUBLIC. ACCORDINGLY, THIS INFORMATION MUST BE KEPT STRICTLY CONFIDENTIAL. Advent Healthcare and Life Sciences II Limited Partnership By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner Date: October 10, 2006 By: Jason S. Fisherman, Senior Vice President* Advent Healthcare and Life Sciences II Beteiligung GmbH & Co. KG By: Advent International Limited Partnership, Managing Limited Partner By: Advent International Corporation, General Partner By: Jason S. Fisherman, Senior Vice President* Advent Partners HLS II Limited Partnership Advent Partners Limited Partnership By: Advent International Corporation, General Partner By: Jason S. Fisherman, Senior Vice President* Advent International Corporation By: Jason S. Fisherman, Senior Vice President* *For all of the above: /s/ Jason S. Fisherman ---------------------------------------- Jason S. Fisherman, Senior Vice President Address: 75 State Street Boston, MA 02109 Signature Page to Waiver of Registration Rights -----END PRIVACY-ENHANCED MESSAGE-----