-----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, LxKdYhdYtXyTxxACrQ+BhPrLhCSzQ6rKpj/Qkc48tL9xYi9FUOsu4pJosSjLkFIZ U22BvYRRqPYXDWhNL7qfpw== /in/edgar/work/0000895345-00-000652/0000895345-00-000652.txt : 20001013 0000895345-00-000652.hdr.sgml : 20001013 ACCESSION NUMBER: 0000895345-00-000652 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SICOR INC CENTRAL INDEX KEY: 0000807873 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 330176647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43145 FILM NUMBER: 739243 BUSINESS ADDRESS: STREET 1: 19 HUGHES CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494554700 MAIL ADDRESS: STREET 1: 19 HUGHES CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA SICOR INC DATE OF NAME CHANGE: 19970430 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA INC DATE OF NAME CHANGE: 19930701 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA PHARMACEUTICAL INC DATE OF NAME CHANGE: 19930701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERRER FREEMAN THOMPSON & CO LLC CENTRAL INDEX KEY: 0001113202 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 061433502 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 GLENVILLE STREET CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2035328011 MAIL ADDRESS: STREET 1: 10 GLENVILLE STREET CITY: GREENWICH STATE: CT ZIP: 06831 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* SICOR INC. (f/k/a Gensia Sicor Inc.) - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 372450 10 6 - --------------------------------------------------------------------------- (CUSIP Number) Robert T. Thompson Robert T. Thompson FFT Partners I, L.P. FFT Executive Partners I, L.P. c/o Ferrer Freeman Thompson & Co. LLC c/o Ferrer Freeman Thompson & Co. LLC The Mill The Mill 10 Glenville Street 10 Glenville Street Greenwich, CT 06831 Greenwich, CT 06831 (203) 532-8011 (203) 532-8011 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 3, 2000 - --------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because ofss.ss.240.13d-1(C), 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. Seess.240.13d-7(b) 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). SCHEDULE 13D CUSIP No. 372450 10 6 Page 2 of 14 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS FFT Partners I, L.P. TIN: 06-1458417 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 3,732,392 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 3,732,392 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,732,392 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 3.8% or, if FFT Partners I, L.P. and FFT Executive Partners I, L.P. are deemed to be a group, approximately 4.0%. 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 372450 10 6 Page 3 of 14 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS FFT Executive Partners I, L.P. TIN: 06-1477466 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 174,693 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 174,693 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,693 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately .2% or, if FFT Partners I, L.P. and FFT Executive Partners I, L.P. are deemed to be a group, approximately 4.0%. 14 TYPE OF REPORTING PERSON PN This Amendment No. 3 (this "Amendment") amends and supplements the Schedule 13D filed by FFT Partners I, L.P. (formerly known as Health Care Capital Partners, L.P.), a Delaware limited partnership, and FFT Executive Partners I, L.P. (formerly known as Health Care Executive Partners, L.P.), a Delaware limited partnership, relating to the common stock (the "Common Stock") of Sicor Inc. (formerly known as Gensia Sicor Inc.) on May 5, 2000. The information reported below is current as of October 6, 2000. ITEM 1. SECURITY AND ISSUER. Unchanged. ITEM 2. IDENTITY AND BACKGROUND. Unchanged. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Unchanged. ITEM 4. PURPOSE OF TRANSACTION. Unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is replaced in its entirety as follows. (a) The percentages set forth in this Item 5 are based on the 10-Q filed by the Company on August 14, 2000 which stated that the Company had 96,477,872 shares of Common Stock outstanding as of June 30, 2000. (a) (i) FFTP is deemed to beneficially own 3,732,392 shares of Common Stock by virtue of its ownership of 1,192,048 shares of Common Stock and its right to acquire beneficial ownership of 2,540,344 shares of Common Stock within 60 days through the exercise of its portion of the Warrants. Assuming the exercise of the Warrants, the 3,732,392 shares of Common Stock beneficially owned by FFTP represents approximately 3.8 % of the outstanding Common Stock (computed in accordance with Rule 13d-3(b) of the Exchange Act). (ii) FFTEP is deemed to beneficially own 174,693 shares of Common Stock by virtue of its ownership of 69,534 shares of Common Stock and its right to acquire beneficial ownership of 105,159 shares of Common Stock within 60 days through the exercise of its portion of the Warrants. Assuming the exercise of the Warrants, the 174,693 shares of Common Stock beneficially owned by FFTEP represents approximately .2% of the outstanding Common Stock (computed in accordance with Rule 13d-3(b) of the Exchange Act). (iii) Based on the foregoing, if FFTP and FFTEP are deemed to be a group, assuming the conversion of the Warrants they together would be deemed to beneficially own 3,907,085 shares of Common Stock, which represents approximately 4.0% of the outstanding Common Stock (computed in accordance with Rule 13d-3(b) of the Exchange Act). (b) The responses of the Filer to Items 7 through 11 and Item 13 on the cover page of this Schedule 13D relating to beneficial ownership of the shares of Common Stock are incorporated herein by reference. (c) The following transactions have been effected since the last Schedule 13D filing. All transactions were effected on the NASDAQ National Market. Number of shares of Sale Date Common Stock sold Price per share - --------- ----------------- --------------- May 3, 1998 72,776 $ 10.50 May 4, 1998 19,407 $ 10.63 May 5, 1998 9,703 $ 10.50 May 11, 1998 24,258 $ 10.50 May 12, 1998 9,703 $ 10.50 May 18, 1998 19,407 $ 10.50 May 18, 1998 4,852 $ 10.55 June 9, 2000 29,110 $ 9.0417 July 31, 2000 60,646 $ 9.250 August 4, 2000 33,962 $ 9.4732 August 7, 2000 87,331 $ 9.6528 August 8, 2000 97,034 $ 9.675 August 10, 2000 29,110 $ 9.8125 August 14, 2000 24,258 $ 9.80 August 17, 2000 29,110 $ 9.71875 August 18, 2000 14,555 $ 9.7708 August 21, 2000 9,703 $ 9.750 August 22, 2000 4,852 $ 9.8125 August 23, 2000 19,644 $ 9.8047 October 3, 2000 565,000 $ 11.1598 October 6, 2000 1,825,000 $ 10.50 October 6, 2000 40,000 $ 10.625 (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Unchanged. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Unchanged. SIGNATURE PAGE -------------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: October 12, 2000 FFT Partners I, L.P. By: Ferrer Freeman Thompson & Co. LLC, its General Partner By: /s/ Robert T. Thompson ---------------------------------- Name: Robert T. Thompson Title: Member FFT Executive Partners I, L.P. By: Ferrer Freeman Thompson & Co. LLC, its General Partner By: /s/ Robert T. Thompson ---------------------------------- Name: Robert T. Thompson Title: Member Schedule I ---------- FFT PARTNERS I, L.P. and FFT EXECUTIVE PARTNERS I, L.P. DIRECTORS AND EXECUTIVE OFFICERS Name Principal Occupation - ---- -------------------- Carlos A. Ferrer Member of Ferrer Freeman Thompson & Co. LLC, general partner of FFT Partners I, L.P. and FFT Executive Partners I, L.P. David A. Freeman Member of Ferrer Freeman Thompson & Co. LLC, general partner of FFT Partners I, L.P. and FFT Executive Partners I, L.P. Robert T. Thompson Member of Ferrer Freeman Thompson & Co. LLC, general partner of FFT Partners I, L.P. and FFT Executive Partners I, L.P. Schedule II ----------- Joint Filing Agreement ---------------------- This will confirm the agreement by and between all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the deemed beneficial ownership by the undersigned of shares of the common stock of Sicor Inc. (formerly known as Gensia Sicor Inc.) is being filed on behalf of each of the undersigned. Dated: October 12, 2000 FFT Partners I, L.P. By: Ferrer Freeman Thompson & Co. LLC, its General Partner By: /s/ Robert T. Thompson ---------------------------------- Name: Robert T. Thompson Title: Member FFT Executive Partners I, L.P. By: Ferrer Freeman Thompson & Co. LLC, its General Partner By: /s/ Robert T. Thompson ---------------------------------- Name: Robert T. Thompson Title: Member -----END PRIVACY-ENHANCED MESSAGE-----