0001193125-12-322844.txt : 20120730 0001193125-12-322844.hdr.sgml : 20120730 20120730172004 ACCESSION NUMBER: 0001193125-12-322844 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120730 DATE AS OF CHANGE: 20120730 GROUP MEMBERS: CANAAN MANAGEMENT, INC. GROUP MEMBERS: CANAAN PARTNERS VIII LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Durata Therapeutics, Inc. CENTRAL INDEX KEY: 0001544116 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 871247903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86923 FILM NUMBER: 12994541 BUSINESS ADDRESS: STREET 1: 89 HEADQUARTERS PLAZA NORTH STREET 2: 14TH FLOOR CITY: MORRISTOWN STATE: NJ ZIP: 09760 BUSINESS PHONE: 973-993-4867 MAIL ADDRESS: STREET 1: 89 HEADQUARTERS PLAZA NORTH STREET 2: 14TH FLOOR CITY: MORRISTOWN STATE: NJ ZIP: 09760 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Canaan VIII LP CENTRAL INDEX KEY: 0001419148 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2765 Sand Hill Road CITY: Menlo Park STATE: ca ZIP: 94025 BUSINESS PHONE: 650-854-8092 MAIL ADDRESS: STREET 1: 2765 Sand Hill Road CITY: Menlo Park STATE: ca ZIP: 94025 SC 13D 1 d387179dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-102)

INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No.     )*

 

 

 

DURATA THERAPEUTICS, INC.

(Name of Issuer)

 

 

 

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

 

26658A 107

(CUSIP Number)

 

CANAAN VIII L.P.

c/o CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

WESTPORT, CONNECTICUT 06880

(203) 855-0400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

July 18, 2012

(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 §§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.

 

*   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 (“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. 26658A 107   13D   Page 2 of 9 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

CANAAN VIII L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

CAYMAN ISLANDS

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

1,903,245

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

1,903,245

   10.   

Shared Dispositive Power

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,903,245

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

10.36%*

14.

 

Type of Reporting Person (See Instructions)

 

PN

 

* Calculated based upon 18,365,363 shares of the Issuer’s common stock outstanding, which include (i) 17,240,363 shares of common stock as reported in the final prospectus of the Issuer’s initial public offering, filed with the Securities and Exchange Commission on July 20, 2012; and (ii) 1,125,000 shares of common stock issued pursuant to the full exercise of the underwriters’ over-allotment option in connection with such offering.


CUSIP No. 26658A 107   13D   Page 3 of 9 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

CANAAN PARTNERS VIII LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

DELAWARE

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

1,903,245

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

1,903,245

   10.   

Shared Dispositive Power

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,903,245

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

10.36%*

14.

 

Type of Reporting Person (See Instructions)

 

OO

 

* Calculated based upon 18,365,363 shares of the Issuer’s common stock outstanding, which include (i) 17,240,363 shares of common stock as reported in the final prospectus of the Issuer’s initial public offering, filed with the Securities and Exchange Commission on July 20, 2012; and (ii) 1,125,000 shares of common stock issued pursuant to the full exercise of the underwriters’ over-allotment option in connection with such offering.


CUSIP No. 26658A 107   13D   Page 4 of 9 Pages

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

CANAAN MANAGEMENT, INC.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

DELAWARE

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

1,215

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

1,215

   10.   

Shared Dispositive Power

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,215

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

Less than 0.01%*

14.

 

Type of Reporting Person (See Instructions)

 

CO

 

* Calculated based upon 18,365,363 shares of the Issuer’s common stock outstanding, which include (i) 17,240,363 shares of common stock as reported in the final prospectus of the Issuer’s initial public offering, filed with the Securities and Exchange Commission on July 20, 2012; and (ii) 1,125,000 shares of common stock issued pursuant to the full exercise of the underwriters’ over-allotment option in connection with such offering.


CUSIP No. 26658A 107   13D   Page 5 of 9 Pages

 

 

ITEM 1. SECURITY AND ISSUER.

This Statement on Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Durata Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 89 Headquarters Plaza North, 14th Floor, Morristown, New Jersey 07960.

 

ITEM 2. IDENTITY AND BACKGROUND.

Item 2 (a) – (c). This statement is being filed by the following persons:

 

  (i) Canaan VIII L.P., a Cayman Islands exempted limited partnership (the “Partnership”);

 

  (ii) Canaan Partners VIII LLC, a Delaware limited liability company (the “General Partner”) and the general partner of the Partnership; and

 

  (iii) Canaan Management, Inc., a Delaware corporation (“Canaan Management”).

The Partnership, the General Partner and Canaan Management are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Each of the Reporting Persons is principally engaged in the business of investing in securities. The business address and principal executive offices of the each of the Reporting Persons are c/o Canaan Partners, 285 Riverside Avenue, Suite 250, Westport, Connecticut 06880.

Item 2 (d) – (e). During the last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any 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 violations with respect to such laws.

Item 2 (f). The Partnership is a Cayman Islands exempted limited partnership. The General Partner is a Delaware limited liability company. Canaan Management is a Delaware corporation.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On July 18, 2012, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer in connection with its initial public offering of 7,500,000 shares of Common Stock of the Issuer (the “IPO”) was declared effective. The closing of the IPO took place on July 24, 2012, and at such closing the Partnership purchased an aggregate of 555,555 shares of Common Stock of the Issuer (the “Shares”) at the IPO price of $9.00 per share, and the Partnership’s 10,771,804 shares of the Issuer’s Series A Preferred Stock were automatically converted into 1,346,475 shares of Common Stock.

The Partnership used its own assets to purchase the Shares.

 

ITEM 4. PURPOSE OF TRANSACTION.

Brenton K. Ahrens, a member and manager of the General Partner and a vice-president of Canaan Management, serves as the representative for the Reporting Persons on the Issuer’s board of directors.

The Reporting Persons acquired the Shares for investment purposes in the ordinary course of their business of investing in securities for their own accounts or for one or more accounts over which the Reporting Persons have investment or voting power. The Reporting Persons reserve the right to formulate plans and/or make proposals, and take such actions with


CUSIP No. 26658A 107   13D   Page 6 of 9 Pages

 

respect to their investment in the Issuer, including, subject to applicable law, (i) to hold the Shares as a passive investor or as an active investor (whether or not as a member of a “group” with other beneficial owners of Shares or otherwise), (ii) to acquire beneficial ownership of additional shares in the open market, in privately negotiated transactions or otherwise, (iii) to dispose of all or part of its holdings, (iv) to take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of this Schedule 13D, or (v) to change its intention with respect to any or all of the matters referred to in this Item 4.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) Brenton K. Ahrens, pursuant to arrangements with the Reporting Persons, is contractually obligated to remit the value of any remuneration received for service as a director. As of the date of this filing, Mr. Ahrens is the holder of an option to purchase 6,250 shares of common stock, vesting in 36 substantially equal monthly installments over a three year period, the first installment of which vested on March 28, 2012.

As of July 30, 2012, the Partnership may be deemed to beneficially own 1,903,245 shares of Common Stock, representing approximately 10.36% of the Issuer’s common stock outstanding, which consists of 1,902,030 shares of Common Stock held directly by the Partnership (the “Partnership Shares”), and 1,215 shares of Common Stock that may be issued upon exercise of stock options held by Mr. Ahrens (the “Option Shares”). The Partnership has sole voting, investment and dispositive power with respect to the Partnership Shares.

As of July 30, 2012, the General Partner may be deemed to beneficially own 1,903,245 shares of Common Stock, representing approximately 10.36% of the Issuer’s common stock outstanding, which consists of the Partnership Shares and the Option Shares. The General Partner has sole voting, investment and dispositive power with respect to the Option Shares and, through its control of the Partnership, with respect to the Partnership Shares.

As of July 30, 2012, Canaan Management may be deemed to beneficially own 1,215 shares of Common Stock, representing less than 0.01% of the Issuer’s common stock outstanding, which consists of the Option Shares. Canaan Management disclaims beneficial ownership over the Partnership Shares and the Option Shares.

(c) Except as set forth in the attached Annex I to this Schedule 13D, no Reporting Person has effected any transaction in shares of Common Stock in the last 60 days.

(d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.

(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Except as otherwise set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.

 

ITEM  7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit A    Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.


CUSIP No. 26658A 107   13D   Page 7 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: July 30, 2012

 

CANAAN VIII L.P.
By:   Canaan Partners VIII LLC, its general partner
By:  

/s/ Guy M. Russo

  Name: Guy M. Russo
  Title: Manager
CANAAN PARTNERS VIII LLC
By:  

/s/ Guy M. Russo

  Name: Guy M. Russo
  Title: Manager
CANAAN MANAGEMENT, INC.
By:  

/s/ Eric A. Young

  Name: Eric A. Young
  Title: Vice-President


CUSIP No. G62185106   13D   Page 8 of 9 Pages

 

Annex I

Information With Respect to Transactions of Shares during the Past 60 Days

Canaan VIII L.P.

 

Date

   Transaction   Shares    Price/Share ($)

07/24/12

   Conversion(1)   1,346,475    $0

07/24/12

   Buy(2)   555,555    $9.00(2)

 

(1) Canaan VIII L.P. previously held 10,771,804 shares of the Issuer’s Series A Preferred Stock. At the closing of the Issuer’s initial public offering on July 24, 2012, the shares of Series A Preferred Stock converted into 1,346,475 shares of common stock.
(2) The Reporting Persons purchased additional shares of common stock in the Issuer’s initial public offering. There were no brokerage commissions paid by the Reporting Persons.

Brenton K. Ahrens, pursuant to arrangements with the Reporting Persons, is contractually obligated to remit the value of any remuneration received for service as a director. As of the date of this filing, Mr. Ahrens is the holder of an option to purchase 6,250 shares of common stock, vesting in 36 substantially equal monthly installments over a three year period, the first installment of which vested on March 28, 2012.


CUSIP No. G62185106   13D   Page 9 of 9 Pages

 

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of July 30, 2012.

 

CANAAN VIII L.P.
By: Canaan Partners VIII LLC, its general partner
By:  

/s/ Guy M. Russo

  Name: Guy M. Russo
  Title: Manager
CANAAN PARTNERS VIII LLC
By:  

/s/ Guy M. Russo

  Name: Guy M. Russo
  Title: Manager
CANAAN MANAGEMENT, INC.
By:  

/s/ Eric A. Young

  Name: Eric A. Young
  Title: Vice-President