-----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, IEFi+8F5tWAwCNswc0UvR13lFf4jrE22dY9X58xlGgCljWiQPCenDI5QoCH+eiWB fTo2orbHBBxj2N/7Z8Q2Pw== 0000005187-97-000001.txt : 19970109 0000005187-97-000001.hdr.sgml : 19970109 ACCESSION NUMBER: 0000005187-97-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970108 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QLT PHOTO THERAPEUTICS INC CENTRAL INDEX KEY: 0000827809 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43381 FILM NUMBER: 97502269 BUSINESS ADDRESS: STREET 1: 520 W 6TH AVE STREET 2: STE 200 CITY: VANCOUVER BC CANADA STATE: A1 BUSINESS PHONE: 6048727881 FORMER COMPANY: FORMER CONFORMED NAME: QUADRA LOGIC TECHNOLOGIES INC DATE OF NAME CHANGE: 19941201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 201-660-50 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) QLT PhotoTherapeutics Inc. (formerly Quadra Logic Technologies Inc.) ------------------------------------------- (Name of Issuer) Common Shares without par value ---------------------------------- (Title of Class of Securities) 7473OV-10-3 ---------- (CUSIP Number) LOUIS L. HOYNES, JR., ESQ. Senior Vice President and General Counsel American Home Products Corporation 5 Giralda Farms, Madison, N.J. 07940 (201) 660-5000 ------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 7, 1997 ------------------------- (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 of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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. 7473OV-10-3 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Home Products Corporation ("Parent") Tax I.D. 13-2526821 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 2,214,336 (held by American Cyanamid Company ("ACY"), a subsidiary of Parent). 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 2,214,336 (held by American Cyanamid Company ("ACY"), a subsidiary of Parent). 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,214,336 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. ------------------- The Statement on Schedule 13D (the "Original Statement"), dated December 1, 1994, for the event which occurred on November 21, 1994, filed by American Home Products Corporation, a Delaware corporation ("Parent"), and on behalf of AC Acquisition Corp., a Delaware corporation ("AC Acquisition") as amended by Amendment No. 1, dated April 22, 1996, and Amendment No. 2, dated June 28, 1996, is hereby further amended by this Amendment No. 3 to reflect certain changes in the information previously filed relating to the Common Shares, without par value (the "Common Shares") of QLT PhotoTherapeutics Inc. ("QLT"), a British Columbia corporation, formerly known as Quadra Logic Technologies Inc., which has its principal executive offices at 520 West 6th Avenue, Vancouver, British Columbia, Canada V5Z 4H5. Item 4(c) is added to the Original Statement: On January 7, 1997, Parent, ACY, QLT and QLT's U.S. subsidiary entered into a Bridging Agreement, wherein Parent and ACY agreed to relinquish the right to place up to two designees to serve on QLT's Board of Directors (which right has not been exercised in several years) granted under the 1987 and 1989 Share Purchase Agreements between ACY and QLT. In addition, Parent and ACY agreed that ACY would no longer be considered a "Grandfathered Person" (having an exemption under QLT's poison pill) under the Shareholder Protection Rights Plan Agreement between QLT and Montreal Trust Company, dated March 17, 1992. These amendments were made in connection with the restructuring of the relationship between QLT, Parent and ACY and their respective affiliates under new Distributorship and Supply Agreements. Item 7 of the Original Statement is hereby amended by adding the following language at the end of such Item: Exhibit III Bridging Agreement, between QLT, its U.S. subsidiary, Parent and ACY, dated for reference as of December 1, 1996. 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 8, 1997 AMERICAN HOME PRODUCTS CORPORATION By: /s/ John R. Considine John R. Considine Vice President Exhibit Index Exhibit III Bridging Agreement, between QLT, its U.S. subsidiary, Parent and ACY, dated for reference as of December 1, 1996. EX-3 2 BRIDGING AGREEMENT THIS AGREEMENT dated for reference the 1st day of December, 1996. BETWEEN: QLT PHOTOTHERAPEUTICS INC., a British Columbia corporation with executive offices at 520 West 6th Avenue, Vancouver, British Columbia, Canada, V5Z 4H5 ("QLT-BC") OF THE FIRST PART AND: QLT PHOTOTHERAPEUTICS INC., a subsidiary of QLT-BC, incorporated in the State of Delaware, and having a business office c/o 520 West 6th Avenue, Vancouver, British Columbia, Canada, V5Z 4H5 ("QLT-US") OF THE SECOND PART AND: AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation, with executive offices at Five Giralda Farms, Madison, New Jersey, U.S.A. 07940 ("AHP") OF THE THIRD PART AND: AMERICAN CYANAMID COMPANY, a subsidiary of AHP, incorporated in the State of Maine, with executive offices at One Cyanamid Plaza, Wayne, New Jersey, U.S.A., 07470 ("ACY") OF THE FOURTH PART -2- WHEREAS: A. QLT-BC, QLT-US (together, "QLT") and ACY are parties to a Product Co-Development and Distributorship Agreement dated for reference November 13, 1989, as amended by Amendment No. 1 dated as of January 1, 1991, Amendment No. 2 dated as of January 31, 1991, Amendment No. 3 dated as of August 31, 1991, Amendment No. 4 dated June 30, 1992 and Amendment No. 5 dated August 30, 1994 (the agreement together with amendments collectively the "Co-Development Agreement") B. The parties desire to terminate the Co-Development Agreement effective October 31, 1996 (the "Effective Date") and to concurrently enter into new arrangements for the distribution and supply of PHOTOFRIN as specifically set forth in the "Distributorship Agreement" and the "Supply Agreement" (both as hereinafter defined); C. QLT-BC and ACY are parties to an agreement (the "UBC License Continuity Agreement") with The University of British Columbia ("UBC") and David Dolphin ("Dolphin") dated November 13, 1989, which UBC License Continuity Agreement is to be terminated to reflect the parties' new distribution and supply arrangements; D. QLT-BC and ACY are parties to an agreement (the "HRI License Continuity Agreement") with Health Research, Inc. ("HRI"), which HRI License Continuity Agreement is to be terminated to reflect the parties' new distribution and supply arrangements; E. QLT-BC and ACY also desire to modify the terms of the following share purchase agreements (collectively, the "Share Purchase Agreements") pursuant to which ACY acquired shares of QLT-BC: (a) Share Purchase Agreement dated as of December 21, 1987 (the "1987 Share Purchase Agreement"); and (b) Share Purchase Agreement dated as of November 13, 1989 (the "1989 Share Purchase Agreement"); F. ACY is a Grandfathered Person as defined in and with respect to the Rights Agreement (the "Rights Agreement") dated as of March 17, 1992 between QLT-BC and Montreal Trust Company, and the parties now wish to confirm the removal of ACY as such a Grandfathered Person pursuant to the Rights Agreement; G. QLT, ACY and AHP wish to resolve certain outstanding matters contemplated by Amendment No. 5 to the Co-Development Agreement; -3- H. The parties desire to enter into this Agreement to provide for such termination and amendment of existing agreements, and for certain other matters in respect of the implementation of their new distribution and supply arrangements; NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: SECTION 1. INTERPRETATION AND TABLE OF CONTENTS 1.1 Table of Contents Item Page 1. INTERPRETATION AND TABLE OF CONTENTS 3 I. BRIDGING PROVISIONS 4 2. TERMINATION OF EXISTING AGREEMENTS 4 3. MATTERS REMAINING FROM AMENDMENT NO. 5 4 4. TERMINATION OF UBC LICENSE CONTINUITY AGREEMENT 6 5. TERMINATION OF HRI LICENSE CONTINUITY AGREEMENT 6 6. AMENDMENT OF SHARE PURCHASE AGREEMENTS 6 7. AMENDMENT OF RIGHTS AGREEMENT 7 II. GENERAL PROVISIONS 7 8. NOTICES 7 9. GOVERNING LAW 7 10. ENTIRE AGREEMENT 7 11. BINDING EFFECT 8 1.2 When used herein the following terms or expressions shall be deemed to have the following meanings: (a) "Distributorship Agreement" means the agreement of even date herewith between QLT-BC, QLT-US and ACY. (b) "Supply Agreement" means the agreement of even date herewith between QLT-BC, QLT-US, Lederle Laboratories Pharmaceutical Division of American Cyanamid Company ("Lederle") and Lederle Parenterals Inc. ("LPI"). -4- I. BRIDGING PROVISIONS SECTION 2. TERMINATION OF EXISTING AGREEMENTS 2.1 The Co-Development Agreement, is hereby terminated effective 12:00 midnight on December 1, 1996 (the "Effective Time"). 2.2 Except as otherwise set forth in this Agreement, effective the Effective Time, each of the parties to the Co- Development Agreement, hereby releases and forever discharges all other parties thereto of and from all obligations, including without limitation co-development funding obligations, and any liability whatsoever to such party under the Co-Development Agreement. SECTION 3. MATTERS REMAINING FROM AMENDMENT NO. 5 TO THE CO-DEVELOPMENT AGREEMENT 3.1 ACY hereby confirms and acknowledges its agreement to the terms of the letter dated December 29, 1995 from QLT to ACY attached to this Agreement as Schedule A providing notice to ACY of QLT s decision to exercise its option to reacquire marketing rights to PHOTOFRIN for all jurisdictions, except those jurisdictions set out therein, pursuant to Section 2.7 of the Co-Development Agreement. 3.2 ACY hereby confirms and acknowledges its agreement to the terms proposed by QLT in the letter dated December 29, 1995 from QLT to ACY attached to this Agreement as Schedule B for the reacquisition by QLT of marketing rights to PHOTOFRIN in the Netherlands in accordance with Section 2.8 of the Co-Development Agreement, as amended. Upon execution of this Agreement by AHP and ACY, QLT shall pay to ACY US$73,400 as full and final compensation for such re-acquisition of marketing rights in the Netherlands, as contemplated by paragraph (e) of the letter attached hereto as Schedule B. 3.3 ACY hereby confirms and acknowledges its agreement to the terms of the letter dated October 7, 1996 from QLT to ACY attached to this Agreement as Schedule C providing notice to ACY of QLT's decision to exercise its option to reacquire marketing rights to PHOTOFRIN for Italy, pursuant to Section 2.7 of the Co-Development Agreement. Upon completion of the transfer of product and marketing rights, within thirty (30) days of completion of such transfer, QLT shall agree to negotiate in good faith compensation to be paid to the Italian subsidiary of AHP as reimbursement for marketing and other expenses. 3.4 In connection with Sections 3.1, 3.2 and 3.3 above, ACY and AHP agree to provide an assignment to QLT-BC of all PHOTOFRIN trademarks, including those listed in Schedule D attached to this Agreement currently registered or applied for in any jurisdiction -5- other than Japan within thirty (30) days of the Effective Date. All costs relating to the filing of such assignments will be the responsibility of QLT. 3.5 In connection with those jurisdictions identified in Sections 3.1, 3.2, and 3.3, ACY and AHP and their respective affiliates will cooperate generally in the orderly transfer of product and marketing rights to QLT or a QLT designee, including the following: (a) (transfer of ownership of any regulatory and pricing approvals either received or pending which are required to market PHOTOFRIN in these jurisdictions; (b) transfer of technology, data and registration packages for PHOTOFRIN clinical studies and regulatory approvals in these jurisdictions; and (c) transfer of existing external or internal market research reports or pricing studies relating to the commercialization of PHOTOFRIN in these jurisdictions. 3.6 Notwithstanding the termination of the Co-Development Agreement, as amended, to the extent required by regulatory authorities in any jurisdiction included in Sections 3.1, 3.2, and 3.3, ACY and AHP will provide access to personnel and facilities of the relevant jurisdiction to: (a) support the preparation of responses to regulatory agencies with respect to pending regulatory filings; and (b) support any pre-approval inspections. 3.7 Costs relating to the activities contemplated by Sections 3.4 and 3.5 shall continue to be the responsibility of QLT and QLT shall reimburse ACY and AHP for the cost of such work within thirty (30) days after receipt of a valid invoice therefor. 3.8 AHP and ACY agree to use their reasonable commercial efforts to grant the fully paid, perpetual, exclusive license to QLT to manufacture, use and sell Second Generation Products, as such term is defined in the Co-Development Agreement, all as contemplated by Section 25.6 of the Co-Development Agreement as contained in Amendment No. 5 to the Co-Development Agreement, including the transfer of documentation relating to the manufacture of Second Generation Products. SECTION 4. TERMINATION OF UBC LICENSE CONTINUITY AGREEMENT 4.1 ACY hereby agrees that, upon QLT obtaining the agreement of UBC and Dolphin to the termination of the UBC License Continuity Agreement, ACY shall consent to such -6- termination and shall execute and deliver any documentation reasonably required by QLT to effect such termination, including the agreement attached as Schedule E. SECTION 5. TERMINATION OF HRI LICENSE CONTINUITY AGREEMENT 5.1 ACY hereby agrees that, upon QLT obtaining the agreement of HRI to the termination of the HRI License Continuity Agreement, ACY shall consent to such termination and shall execute and deliver all documentation reasonably required by QLT to effect such termination, including the agreement attached as Schedule F. SECTION 6. AMENDMENT OF SHARE PURCHASE AGREEMENTS 6.1 AHP and ACY each acknowledge and confirm that neither shall, as of and from the Effective Time of this Agreement, have any pre-determined right to appoint nominees for election to the board of directors of QLT-BC. Without limiting the generality of the foregoing, Section 8.4 of the 1987 Share Purchase Agreement and Section 8.2 of the 1989 Share Purchase Agreement, each pertaining to ACY representation on the QLT-BC board, are hereby deleted therefrom in their entirety. 6.2 QLT hereby confirms and agrees that, from and after the Effective Time, any and all contractual restrictions on the transfer of common stock of QLT held by ACY (the "Previously Restricted Stock") that are in effect by virtue of the provisions of the 1987 Share Purchase Agreement or any other agreement between the parties prior to the date hereof, are of no further force or effect. Without limiting the generality of the foregoing, those restrictions on transfer of shares of QLT held by ACY set forth in Section 10 of the 1987 Share Purchase Agreement are hereby deleted therefrom in their entirety. 6.3 QLT hereby covenants and agrees that, from and after the Effective Time, upon receipt of representations from ACY evidencing compliance with the requirements of Rule 144(k) of the Securities Exchange Act of 1933 with respect to the Previously Restricted Stock, QLT will, in the absence of, or in conjunction with, any sale, agree to remove any legends (the "Restrictive Legends") imprinted on the certificates representing the Previously Restricted Stock and shall issue and deliver to ACY or its transferee replacement certificates therefor without any Restrictive Legend imprinted thereon. -7- SECTION 7. AMENDMENT OF RIGHTS AGREEMENT 7.1 AHP and ACY hereby confirm and agree with QLT that, from and after the Effective Time, notwithstanding the terms of the Rights Agreement with respect to the definition of Grandfathered Person, none of AHP, ACY, or any Affiliate, as such term is defined in the Rights Agreement, of AHP or ACY shall be considered a Grandfathered Person pursuant to the Rights Agreement. II. GENERAL PROVISIONS SECTION 8. NOTICES 8.1 Any notice expressly provided for under this Agreement shall be in writing, shall be given either in person or by mail, or facsimile and shall be deemed sufficiently given if and when received by the party to be notified at its address first set forth above or if and when mailed by certified mail, postage prepaid, addressed to such party at such address. Either party may, by notice to the other, change its address for receiving such notices. SECTION 9. GOVERNING LAW 9.1 This Agreement shall be deemed to have been made in the State of New York, U.S.A., and shall be construed in accordance with and governed by the law of New York without regard to the conflicts of laws of such state. SECTION 10. ENTIRE AGREEMENT 10.1 This Agreement constitutes the entire agreement between the parties with reference to the subject matter hereof and supersedes any prior agreements with respect to such subject matter, and may not be changed or modified orally, but only by an instrument in writing, signed by the parties, which states that it is an amendment to this Agreement. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision. -8- SECTION 11. BINDING EFFECT 11.1 This Agreement shall enure to the benefit of and be binding upon the parties and any of their respective subsidiaries which may succeed to or control any of the assets necessary to the due performance hereof. IN WITNESS WHEREOF this Agreement has been executed as of the date first written above. QLT PHOTOTHERAPEUTICS INC. (a British Columbia Corporation) By: /s/ Kenneth Galbraith Name: Kenneth Galbraith Title: Senior Vice President QLT PHOTOTHERAPEUTICS INC. (a Delaware Corporation) By: /s/ Kenneth Galbraith Name: Kenneth Galbraith Title: Senior Vice President AMERICAN HOME PRODUCTS CORPORATION By: /s/ Gerald A. Jibilian Name: Gerald A. Jibilian Title: Vice President AMERICAN CYANAMID COMPANY By: /s/ Gerald A. Jibilian Name: Gerald A. Jibilian Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----