-----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, UDPrtW+ppXR/KLZzPnJ5maYNvNQun+99F4QDdqsEfmeKq0R5nNtjv2sRwS6zrV8a Cblr5Tj/fCtSz/268icXpQ== 0000950135-04-000636.txt : 20040211 0000950135-04-000636.hdr.sgml : 20040211 20040211153905 ACCESSION NUMBER: 0000950135-04-000636 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040211 GROUP MEMBERS: ARCH MANAGEMENT PARTNERS II, L.P. GROUP MEMBERS: ARCH VENTURE CORPORATION GROUP MEMBERS: ARCH VENTURE FUND II, L.P. GROUP MEMBERS: ARCH VENTURE PARTNERS, L.L.C. GROUP MEMBERS: ARCH VENTURE PARTNERS, L.P. GROUP MEMBERS: CLINTON BYBEE GROUP MEMBERS: KEITH CRANDELL GROUP MEMBERS: ROBERT NELSEN GROUP MEMBERS: STEVEN LAZARUS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADOLOR CORP CENTRAL INDEX KEY: 0001076167 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 311429198 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60253 FILM NUMBER: 04586213 BUSINESS ADDRESS: STREET 1: 700 PENNSYLVANIA DRIVE CITY: EXTON STATE: PA ZIP: 19341 MAIL ADDRESS: STREET 1: 700 PENNSYLVANIA DRIVE CITY: EXTON STATE: PA ZIP: 19341 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARCH VENTURE FUND III L P CENTRAL INDEX KEY: 0001031836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8725 W HIGGINS ROAD STREET 2: SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733806600 MAIL ADDRESS: STREET 1: 8725 W HIGGINS ROAD STREET 2: SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 SC 13G/A 1 b49457acsc13gza.txt ADOLOR CORPORATION - ------------------- ------------------ CUSIP NO. 00724X102 13G PAGE 1 OF 10 PAGES - ------------------- ------------------ -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response...11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Adolor Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 00724X102 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2003 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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. 00724X102 13G PAGE 2 OF 10 PAGES - ------------------- ------------------ Schedule 13G Item 1(a). Name of Issuer: Adolor Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 620 Pennsylvania Drive, Exton, PA 19341 Item 2(a). Names of Persons Filing: ARCH Venture Fund II, L.P. ("ARCH Venture Fund II"); ARCH Management Partners II, L.P. ("ARCH Management Partners II"); ARCH Venture Partners, L.P. ("AVP LP"); ARCH Venture Corporation ("ARCH Venture Corporation"); ARCH Venture Fund III, L.P. ("ARCH Venture Fund III"); ARCH Venture Partners, L.L.C. ("AVP LLC") (collectively, the "Reporting Entities" and individually, each a "Reporting Entity") and Steven Lazarus ("Lazarus"), Keith Crandell ("Crandell"), Robert Nelsen ("Nelsen") and Clinton Bybee ("Bybee") (collectively, the "Managing Directors" and individually, each a "Managing Director"). The Reporting Entities and the Managing Directors collectively are referred to as the "Reporting Persons". Item 2(b). Address of Principal Business Office or, if None, Residence: 8725 W. Higgins Road, Suite 290, Chicago, IL 60631. Item 2(c). Citizenship: ARCH Venture Fund II, ARCH Management Partners II, AVP LP, and ARCH Venture Fund III are limited partnerships organized under the laws of the State of Delaware. AVP LLC is a limited liability company organized under the laws of the State of Delaware. ARCH Venture Corporation is a corporation organized under the laws of the State of Illinois. Each Managing Director is a US citizen. Item 2(d). Title of Class of Securities: Common Stock, $.01 par value (the "Common Stock"). Item 2(e). CUSIP Number: 00724X102 Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable. Item 4. Ownership. Not Applicable Item 5. Ownership of Five Percent or Less of a Class. Each Reporting Person has ceased to own beneficially more than 5% of the outstanding Common Stock of the Issuer. - ------------------- ------------------ CUSIP NO. 00724X102 13G PAGE 3 OF 10 PAGES - ------------------- ------------------ ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 10, 2003 AND FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF THE ISSUER REMAIN UNCHANGED. - ------------------- ------------------ CUSIP NO. 00724X102 13G PAGE 4 OF 10 PAGES - ------------------- ------------------ SIGNATURES 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: February 11, 2004 ARCH VENTURE FUND II, L.P. By: ARCH Management Partners II, L.P. its General Partner By: ARCH Venture Partners, L.P. its General Partner By: ARCH Venture Corporation its General Partner By: * ------------------------- Steven Lazarus Managing Director ARCH MANAGEMENT PARTNERS II, L.P. By: ARCH Venture Partners, L.P. its General Partner By: ARCH Venture Corporation its General Partner By: * ---------------------------- Steven Lazarus Managing Director ARCH VENTURE PARTNERS, L.P. By: ARCH Venture Corporation its General Partner By: * -------------------------- Steven Lazarus Managing Director ARCH VENTURE CORPORATION By: * ------------------------------ Steven Lazarus Managing Director - ------------------- ------------------ CUSIP NO. 00724X102 13G PAGE 5 OF 10 PAGES - ------------------- ------------------ ARCH VENTURE FUND III, L.P. By: ARCH Venture Partners, L.L.C. its General Partner By: * -------------------------- Steven Lazarus Managing Director ARCH VENTURE PARTNERS, L.L.C. By: * -------------------------- Steven Lazarus Managing Director * ------------------------------ Steven Lazarus * ------------------------------ Keith Crandell * ------------------------------ Robert Nelsen * ----------------------------------- Clinton Bybee * By: /s/ Mark McDonnell ------------------ Mark McDonnell as Attorney-in-Fact - -------------------------------------------------------------------------------- This Schedule 13G was executed by Mark McDonnell pursuant to Powers of Attorney attached hereto as Exhibit 2 and incorporated herein by reference. EX-1 3 b49457acexv1.txt AGREEMENT TO FILE JOINTLY Exhibit 1 AGREEMENT Pursuant to Rule 13d-1-(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Adolor Corporation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Dated: February 11, 2004 ARCH VENTURE FUND II, L.P. By: ARCH Management Partners II, L.P. its General Partner By: ARCH Venture Partners, L.P. its General Partner By: ARCH Venture Corporation its General Partner By: * ------------------------- Steven Lazarus Managing Director ARCH MANAGEMENT PARTNERS II, L.P. By: ARCH Venture Partners, L.P. its General Partner By: ARCH Venture Corporation its General Partner By: * ---------------------------- Steven Lazarus Managing Director ARCH VENTURE PARTNERS, L.P. By: ARCH Venture Corporation its General Partner By: * ---------------------------- Steven Lazarus Managing Director ARCH VENTURE CORPORATION By: * ------------------------------ Steven Lazarus Managing Director ARCH VENTURE FUND III, L.P. By: ARCH Venture Partners, L.L.C. its General Partner By: * -------------------------- Steven Lazarus Managing Director ARCH VENTURE PARTNERS, L.L.C. By: * -------------------------- Steven Lazarus Managing Director * ------------------------------ Steven Lazarus * ------------------------------ Keith Crandell * ------------------------------ Robert Nelsen * ------------------------------ Clinton Bybee * By: /s/ Mark McDonnell ------------------ Mark McDonnell as Attorney-in-Fact - -------------------------------------------------------------------------------- This Agreement was executed by Mark McDonnell pursuant to Powers of Attorney attached hereto as Exhibit 2 and incorporated herein by reference. EX-2 4 b49457acexv2.txt POWER OF ATTORNEY Exhibit 2 POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12th day of February, 2001. ARCH VENTURE FUND II, L.P. By: ARCH Management Partners II, L.P. its General Partner By: ARCH Venture Partners, L.P. its General Partner By: ARCH Venture Corporation its General Partner By: /s/ Steven Lazarus ------------------ Managing Director ARCH II PARALLEL FUND, L.P. By: ARCH Management Partners II, L.P. its General Partner By: ARCH Venture Partners, L.P. its General Partner By: ARCH Venture Corporation its General Partner By: /s/ Steven Lazarus ------------------------ Steven Lazarus Managing Director ARCH MANAGEMENT PARTNERS II, L.P. By: ARCH Venture Partners, L.P. its General Partner By: ARCH Venture Corporation its General Partner By: /s/ Steven Lazarus ---------------------------- Managing Director ARCH VENTURE PARTNERS, L.P. By: ARCH Venture Corporation its General Partner By: /s/ Steven Lazarus -------------------------- Managing Director ARCH VENTURE CORPORATION By: /s/ Steven Lazarus ------------------------------------ Managing Director ARCH VENTURE FUND III, L.P. By: ARCH Venture Partners, L.L.C. its General Partner By: /s/ Steven Lazarus ---------------------------- Steven Lazarus Managing Director ARCH VENTURE PARTNERS, L.L.C. By: /s/ Steven Lazarus -------------------------------- Steven Lazarus Managing Director /s/ Steven Lazarus ------------------------------ Steven Lazarus /s/ Keith Crandell ------------------------------ Keith Crandell /s/ Robert Nelsen ------------------------------ Robert Nelsen /s/ Clinton Bybee ------------------------------ Clinton Bybee -----END PRIVACY-ENHANCED MESSAGE-----