-----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, NAF3B7ci9owpTQ4KOYQIHmL7t0iWIMxD1OrW1QwW1nB9OIakrV1tbrg3M6UkR/by X7zuaNOAqiPDR8GjSHRMJg== 0001047469-99-003188.txt : 19990204 0001047469-99-003188.hdr.sgml : 19990204 ACCESSION NUMBER: 0001047469-99-003188 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROGENICS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000835887 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133379479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52343 FILM NUMBER: 99520319 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9147892800 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P ET AL CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363924731 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-288-2395 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 SCHEDULE 13/D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 1)(1) PROGENICS PHARMACEUTICALS INC. ------------------------------ (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 743187 10 6 ----------- (CUSIP Number) Marc Schneidman BVF Partners L.P. 227 West Monroe Street, Suite 4800 Chicago, Illinois 60606 (312) 263-7777 ----------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 22, 1999 ---------------- (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 / /. 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. (Continued on following pages) (Page 1 of 7 Pages) - -------------------- (1) 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 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. 743187 10 6 13D Page 2 of 7 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BIOTECHNOLOGY VALUE FUND, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 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 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 283,713 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 283,713 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,713 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 743187 10 6 13D Page 3 of 7 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BVF PARTNERS L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 573,000 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 573,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 573,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 743187 10 6 13D Page 4 of 7 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BVF INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, OO 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 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 573,000 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 573,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 573,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON* IA, CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 743187 10 6 13D Page 5 of 7 Pages Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D, dated September 8, 1998 (the "Statement"), filed with the Securities and Exchange Commission on behalf of Biotechnology Value Fund, L.P., a Delaware limited partnership ("BVF"), BVF Partners L.P., a Delaware limited partnership ("Partners"), and BVF Inc., a Delaware corporation ("BVF Inc." and, together with BVF and Partners, the "Reporting Persons") with respect to the Common Stock, par value $0.0013 per share (the "Stock"), of Progenics Pharmaceuticals, Inc., a Delaware corporation, ("Progenics"). Item 3 is hereby amended to read in its entirety as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Since November 22, 1998, Partners, in its capacity as general partner of BVF, has purchased on behalf of such limited partnership an aggregate number of 43,500 shares of the Stock for an aggregate consideration of $566,481.42, utilizing funds provided by BVF from its working capital pursuant to the terms of its limited partnership agreement with Partners. In addition, Partners, in its capacity as investment manager with respect to certain managed accounts, has purchased on behalf of such managed accounts an aggregate number of 50,700 shares of the Stock for an aggregate consideration of $660,204.61, utilizing funds under management by Partners pursuant to investment management agreements between Partners and such managed accounts. On January 26, 1999, Partners, as investment manager to Palamundo, L.D.C., a limited duration company organized under the laws of the Cayman Islands ("Palamundo"), transferred 10,313 and 8,437 shares of the Stock to BVF and another managed account, respectively. Item 5 is hereby amended to read in its entirety as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) BVF beneficially owns 283,713 shares of the Stock, Partners beneficially owns 573,000 shares of the Stock, and BVF Inc. beneficially owns 573,000 shares of the Stock, approximately 3.1%, 6.2% and 6.2%, respectively, of the aggregate number of shares outstanding as of Secptember 30, 1998 (as reported in Progenics's most recent quarterly statement on Form 10-Q). (b) BVF shares voting and dispositive power over the 283,713 shares of the Stock it beneficially owns with Partners. Partners and BVF Inc. share voting and dispositive power over the 573,000 shares of the Stock they beneficially own with, in addition to BVF, the managed accounts on whose behalf Partners, as investment manager, purchased such shares. The managed accounts on whose behalf Partners owns shares of the Stock are Investment 10 L.L.C., an Illinois limited liability company ("ILL10"), ZPG Securities, L.L.C., a New York limited liability company ("ZPG") and Biotechnology Value Fund, Ltd., a Cayman Islands CUSIP NO. 743187 10 6 13D Page 6 of 7 Pages Corporation ("BVF Ltd."). ILL10, ZPG and BVF Ltd. are collectively referred to herein as the "Accounts." The Accounts specialize in holding biotechnology stocks for investment purposes and the business address of each is BVF Partners L.P., 227 Monroe Street, Suite 4800, Chicago, Illinois 60606. (c) Exhibit B attached hereto contains information as to all transactions in the Stock by the Reporting Persons in the last sixty (60) days. All such transactions were made for cash in open market, over-the-counter transactions. No other transactions in the Stock have been effected by the Reporting Persons in the last sixty (60) days. (d) The Accounts are entitled to receive dividends and any sale proceeds with respect to the Stock in proportion to their respective ownership interests therein. Item 7 is hereby amended to read in its entirety as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Agreement Regarding Joint Filing Exhibit B - Transactions in the Stock by the Reporting Persons in the last sixty (60) days. CUSIP NO. 743187 10 6 13D Page 7 of 7 Pages 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 29, 1999 BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners L.P., its general partner By: BVF Inc., its general partner By: /s/ Mark N. Lampert ------------------- Mark N. Lampert President BVF PARTNERS L.P. By: BVF Inc., its general partner By: /s/ Mark N. Lampert ------------------- Mark N. Lampert President BVF INC. By: /s/ Mark N. Lampert ------------------- Mark N. Lampert President EXHIBIT A AGREEMENT REGARDING JOINT FILING The undersigned, Biotechnology Value Fund, L.P., a Delaware limited partnership, and BVF Partners L.P., a Delaware limited partnership, and BVF Inc., a Delaware corporation, hereby agree and acknowledge that the Amendment containing the information required by Schedule 13D, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them. Dated: January 29, 1999 BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners L.P., its general partner By: BVF Inc., its general partner By: /s/ Mark N. Lampert ------------------- Mark N. Lampert President BVF PARTNERS L.P. By: BVF Inc., its general partner By: /s/ Mark N. Lampert ------------------- Mark N. Lampert President BVF INC. By: /s/ Mark N. Lampert ------------------- Mark N. Lampert President EXHIBIT B TRANSACTIONS IN THE STOCK BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS
Trade Date By For the Price per Account of Quantity Share Type of Trade Broker 12/16/98 BVF Partners 900 $11.5000 Purchase INET 12/17/98 BVF Partners 1,600 $12.1094 Purchase INET 12/18/98 BVF Partners 1,000 $12.3125 Purchase INET 12/21/98 BVF Partners 4,700 $11.8484 Purchase INET 12/22/98 BVF Ltd. Partners 3,000 $12.2500 Purchase INET 12/23/98 BVF Partners 10,000 $13.1992 Purchase INET 12/23/98 BVF Ltd. Partners 6,000 $13.1992 Purchase INET 12/28/98 ZPG Partners 700 $12.0000 Purchase INET 12/29/98 BVF Ltd. Partners 500 $12.5000 Purchase INET 12/30/98 BVF Ltd. Partners 4,300 $12.2035 Purchase INET 12/31/98 BVF Ltd. Partners 4,000 $12.0156 Purchase INET 01/04/99 BVF Partners 2,400 $12.3125 Purchase INET 01/04/99 BVF Ltd. Partners 1,600 $12.3125 Purchase INET 01/08/99 BVF Partners 2,900 $13.5000 Purchase INET 01/12/99 BVF Partners 4,000 $13.4836 Purchase INET 01/12/99 ZPG Partners 1,600 $13.4836 Purchase INET 01/12/99 BVF Ltd. Partners 2,000 $13.4836 Purchase INET 01/14/99 BVF Partners 4,000 $13.0000 Purchase INET 01/14/99 ZPG Partners 2,000 $13.0000 Purchase INET 01/15/99 BVF Partners 2,000 $13.1875 Purchase INET 01/19/99 BVF Partners 8,000 $13.5000 Purchase RSSF 01/19/99 BVF Ltd. Partners 7,000 $13.5000 Purchase RSSF 01/20/99 BVF Partners 2,000 $13.3750 Purchase RSSF 01/20/99 BVF Ltd. Partners 3,000 $13.3750 Purchase RSSF 01/21/99 BVF Ltd. Partners 5,000 $13.3750 Purchase RSSF
Trade Date By For the Price per Account of Quantity Share Type of Trade Broker 01/22/99 BVF Ltd. Partners 5,000 $13.2500 Purchase RSSF 01/25/99 ZPG Partners 2,500 $13.2500 Purchase RSSF 01/25/99 BVF Ltd. Partners 2,500 $13.2500 Purchase RSSF
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