0001193125-15-022990.txt : 20150128 0001193125-15-022990.hdr.sgml : 20150128 20150128114859 ACCESSION NUMBER: 0001193125-15-022990 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150128 DATE AS OF CHANGE: 20150128 GROUP MEMBERS: DR. REDDY'S HOLDINGS LTD GROUP MEMBERS: DR. REDDY'S LABORATORIES LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CURIS INC CENTRAL INDEX KEY: 0001108205 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043505116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-59429 FILM NUMBER: 15553762 BUSINESS ADDRESS: STREET 1: 4 MAGUIRE ROAD CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 617-503-6500 MAIL ADDRESS: STREET 1: 4 MAGUIRE ROAD CITY: LEXINGTON STATE: MA ZIP: 02421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aurigene Discovery Technologies Ltd CENTRAL INDEX KEY: 0001631298 IRS NUMBER: 981221441 STATE OF INCORPORATION: K7 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 39-40 KIADB INDUSTRIAL AREA, PHASE II STREET 2: ELECTRONIC CITY HOSUR ROAD CITY: BANGALORE (KARNATAKA) STATE: K7 ZIP: 560100 BUSINESS PHONE: 8071025444 MAIL ADDRESS: STREET 1: 39-40 KIADB INDUSTRIAL AREA, PHASE II STREET 2: ELECTRONIC CITY HOSUR ROAD CITY: BANGALORE (KARNATAKA) STATE: K7 ZIP: 560100 SC 13G 1 d860658dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Curis, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

231269101

(CUSIP Number)

January 18, 2015

(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)

x Rule 13d-1(c)

¨ 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).

 

 

 


SCHEDULE 13G

 

CUSIP No. 231269101

   Page  2  of 8

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Aurigene Discovery Technologies Limited

98-1221441

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of India

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     5     

SOLE VOTING POWER

 

17,120,131

     6     

SHARED VOTING POWER

 

0

     7     

SOLE DISPOSITIVE POWER

 

17,120,131

     8     

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

17,120,131

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.6% (1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1) Based on 103,150,942 shares of the Common Stock, par value $0.01 per share, of Curis, Inc. (the “Issuer”) outstanding as of January 18, 2015, as disclosed by the Issuer to the reporting person.


SCHEDULE 13G

 

CUSIP No. 231269101

   Page  3  of 8

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Dr. Reddy’s Laboratories Ltd.

98-0586256

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of India

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     5     

SOLE VOTING POWER

 

17,120,131 (See item 7 below)

     6     

SHARED VOTING POWER

 

0

     7     

SOLE DISPOSITIVE POWER

 

17,120,131 (See item 7 below)

     8     

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

17,120,131 (See item 7 below)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.6% (1)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1) Based on 103,150,942 shares of the Common Stock, par value $0.01 per share, of the Issuer outstanding as of January 18, 2015, as disclosed by the Issuer to the reporting person.


SCHEDULE 13G

 

CUSIP No. 231269101

Page  4  of 8

 

  1 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Dr. Reddy’s Holdings Limited

(no EIN)

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of India

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  5  

SOLE VOTING POWER

 

17,120,131 (See item 7 below)

  6  

SHARED VOTING POWER

 

0

  7  

SOLE DISPOSITIVE POWER

 

17,120,131 (See item 7 below)

  8  

SHARED DISPOSITIVE POWER

 

0

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

17,120,131 (See item 7 below)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE

INSTRUCTIONS)    ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.6% (1)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1) Based on 103,150,942 shares of the Common Stock, par value $0.01 per share, of the Issuer outstanding as of January 18, 2015, as disclosed by the Issuer to the reporting person.


SCHEDULE 13G

 

CUSIP No. 231269101

   Page  5  of 8

 

Item 1(a) Name of Issuer

Curis, Inc. (the “Issuer”).

 

Item 1(b) Address of Issuer’s Principal Executive Offices

4 Maguire Road

Lexington, Massachusetts 02421

 

Item 2(a)    Item 2(b)    Item 2(c)
Name of Person Filing   

Address of Principal Business Office or,

if None, Residence

   Citizenship

Aurigene Discovery Technologies Limited

(“Aurigene”)

  

39-40, KIADB Industrial Area

Phase II, Electronic City Hosur Road

Bangalore - 560100 Karnataka India

  

Republic of India

Dr. Reddy’s Laboratories Ltd. (“DRL”)

  

8-2-337, Road No. 3, Banjara Hills

Hyderabad, Telangana 500 034, India

  

Republic of India

Dr. Reddy’s Holdings Ltd. (“DRHL”)

  

8-2-337, Road No. 3, Banjara Hills

Hyderabad, Telangana 500 034, India

  

Republic of India

 

Item 2(d) Title of Class of Securities

Common Stock, $0.01 par value (“Common Stock”).

 

Item 2(e) CUSIP Number

231269101

 

Item 3. If This Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

 

Item 4. Ownership

 

          Aurigene   DRL   DRLH

(a)

   Amount beneficially owned:**    17,120,131   17,120,131   17,120,131

(b)

   Percent of class:    16.6%*   16.6%*   16.6%*

(c)

   Number of shares beneficially owned by each reporting person with:    
   (i)   Sole power to vote or to direct the vote:    17,120,131   17,120,131   17,120,131
   (ii)   Shared power to vote or to direct the vote:    None   None   None
   (iii)   Sole power to dispose or to direct the disposition:    17,120,131   17,120,131   17,120,131
   (iv)   Shared power to dispose or to direct the disposition:    None   None   None

 

* Based on 103,150,942 shares of the Common Stock outstanding as of January 18, 2015, as disclosed by the Issuer to the reporting persons.
**

This statement is being filed by Aurigene, which acquired the securities being reported on. This statement is also being filed by DRL, as the parent company and 100% owner of Aurigene, and DRLH, in the event that it could be deemed to “beneficially own” the securities reported on as the result of its ownership of voting securities of DRL. Pursuant to Rule 13d-4, each reporting person declares that the filing of this Schedule 13G shall not be deemed an


SCHEDULE 13G

 

CUSIP No. 231269101

   Page  6  of 8

 

admission for the purposes of Section 13(d) or 13(g) that it is the beneficial owner of any securities covered by this Schedule 13G, and, without limiting the foregoing, DRHL expressly disclaims that it is the beneficial owner of any of the securities covered by this Schedule 13G.

 

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group

Not Applicable.

 

Item 9. Notice of Dissolution of Group

Not Applicable.

 

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.


SCHEDULE 13G

 

CUSIP No. 231269101

   Page  7  of 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.

Dated: January 28, 2015

 

AURIGENE DISCOVERY TECHNOLOGIES LIMITED
By:  

/s/ Ashish Lath

Name:   Ashish Lath
Title:   Director of Finance
DR. REDDY’S LABORATORIES LIMITED
By:  

/s/ Saumen Chakraborty

Name:   Saumen Chakraborty
Title:   President and Chief Financial Officer
DR. REDDY’S HOLDINGS LIMITED
By:  

/s/ Satish Reddy

Name:   Satish Reddy
Title:   Director


SCHEDULE 13G

 

CUSIP No. 231269101

   Page  8  of 8

 

EXHIBIT A

AGREEMENT

January 28, 2014

The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the “Act”) in connection with their beneficial ownership of common stock issued by Curis, Inc.

Each of the undersigned states that it is entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act.

Each of the undersigned is responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but none is responsible for the completeness or accuracy of the information concerning the others.

This Agreement applies to any amendments to Schedule 13G.

 

AURIGENE DISCOVERY TECHNOLOGIES
LIMITED

By:

 

/s/ Ashish Lath

Name:

  Ashish Lath

Title:

  Director of Finance

DR. REDDY’S LABORATORIES LIMITED

By:

 

/s/ Saumen Chakraborty

Name:

  Saumen Chakraborty

Title:

  President and Chief Financial Officer

DR. REDDY’S HOLDINGS LIMITED

By:

 

/s/ Satish Reddy

Name:

  Satish Reddy

Title:

  Director