-----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, UpI122xPExLEiSpUJq23McaoBgv8pmSJCzA4ABOPgsYWF3ItnTEGR8zGxLqfkzWv 3aXm6RqtOtGlfXH6onjPBg== 0001047469-98-030988.txt : 19980814 0001047469-98-030988.hdr.sgml : 19980814 ACCESSION NUMBER: 0001047469-98-030988 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980813 SROS: NASD GROUP MEMBERS: BAY CITY CAPITAL LLC GROUP MEMBERS: BAY CITY CAPITAL MANAGEMENT LLC GROUP MEMBERS: BCC ACQUISITION I LLC GROUP MEMBERS: THE BAY CITY CAPITAL FUND I, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDAREX INC CENTRAL INDEX KEY: 0000874255 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222822175 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42179 FILM NUMBER: 98685068 BUSINESS ADDRESS: STREET 1: 1545 ROUTE 22 E STREET 2: P O BOX 953 CITY: ANNANDALE STATE: NJ ZIP: 08801 BUSINESS PHONE: 9087136001 MAIL ADDRESS: STREET 1: 1545 ROUTE 22 EAST STREET 2: P O BOX 953 CITY: ANNANDALE STATE: NJ ZIP: 08801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BCC ACQUISITION I LLC CENTRAL INDEX KEY: 0001064395 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 BATTERY STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156763830 MAIL ADDRESS: STREET 1: 750 BATTERY STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE 13D AMENDMENT NO. 1 (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Medarex, Inc. - ----------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, par value $0.01 - ----------------------------------------------------------------------------- (Title of Class of Securities) 583916-10-1 - ----------------------------------------------------------------------------- CUSIP Number BCC Acquisition I LLC c/o Bay City Capital LLC 750 Battery Street Suite 600 San Francisco, California 94111 (415) 676-3830 with a copy to: Timothy G. Hoxie, Esq. Heller Ehrman White & McAuliffe 333 Bush Street San Francisco, California 94104 (415) 772-6052 - ----------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) AUGUST 4, 1998 (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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: / / (Continued on following pages) (Page 1 of 13 Pages) CUSIP NO. 583916-10-1 13D Page 2 of 13 pages AMENDMENT NO. 1 - ----------------------------------------------------------------------------- 1) NAMES OF REPORTING PERSONS BCC Acquisition I LLC - ----------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X / - ----------------------------------------------------------------------------- 3) SEC USE ONLY - ----------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC, AF - ----------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ----------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER -0- BY EACH REPORTING ------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,176,673 shares ------------------------------------------------- (9) SOLE DISPOSITIVE POWER -0- -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,176,673 shares - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,176,673 shares - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- CUSIP NO. 583916-10-1 13D Page 3 of 13 pages AMENDMENT NO. 1 - ------------------------------------------------------------------------------- 1) NAMES OF REPORTING PERSONS The Bay City Capital Fund I, L.P. - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X / - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC, AF - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER -0- BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,176,673 shares -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -0- -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,176,673 shares - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,176,673 shares - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- CUSIP NO. 583916-10-1 13D Page 4 of 13 pages AMENDMENT NO. 1 - ------------------------------------------------------------------------------- 1) NAMES OF REPORTING PERSONS Bay City Capital Management LLC - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X / - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS AF - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER -0- BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,176,673 shares -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -0- -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,176,673 shares - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,176,673 shares - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON OO CUSIP NO. 583916-10-1 13D Page 5 of 13 pages AMENDMENT NO. 1 - ------------------------------------------------------------------------------- 1) NAMES OF REPORTING PERSONS Bay City Capital LLC - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X / - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS AF - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER -0- BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER 4,176,673 shares -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -0- -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 4,176,673 shares - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,176,673 shares - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON OO CUSIP NO. 583916-10-1 13D Page 6 of 13 pages AMENDMENT NO. 1 INTRODUCTION BCC Acquisition I LLC, a Delaware limited liability company ("BCC Acquisition"), hereby files this Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D (the "Statement") on behalf of the Reporting Persons (as defined under Item 2 of the Statement) pursuant to the Agreement With Respect to Schedule 13D attached to the Statement as Exhibit 7(1). Defined terms not otherwise defined herein are deemed to have the same definition as ascribed thereto in the Statement. Pursuant to a Rights Exchange Agreement (the "Rights Exchange Agreement"), dated June 10, 1998, between BCC Acquisition and Medarex, Inc., a New Jersey corporation (the "Issuer"), attached to the Statement as Exhibit 7(2), the Issuer agreed to issue shares ("Shares") of its common stock ("Common Stock") and a warrant or warrants ("Warrant" or "Warrants") to acquire additional Shares to BCC Acquisition in exchange for the cancellation of certain rights BCC Acquisition may subsequently acquire, as described below. BCC Acquisition made an offer (the "Offer"), as called for in the Rights Exchange Agreement, to purchase for cash any or all of $44,412,500 (subject to a $22,206,250 minimum) in aggregate face value (the "Face Value") of the contingent payment rights (the "Rights") held by the former shareholders of GenPharm International, Inc. ("GenPharm"), in connection with an acquisition of GenPharm by the Issuer, on October 21, 1997 (the "Merger"). These Rights arise out of the Agreement and Plan of Reorganization, between the Issuer, Medarex Acquisition Corp. and GenPharm, dated as of May 5, 1997 (the "Merger Agreement"). The Offer is described more fully in the Offer to Purchase attached to the Statement as Exhibit 7(5). The Rights Exchange Agreement and the Offer to Purchase provided that, immediately upon the consummation of the Offer, BCC Acquisition would exchange each $6.75 in Face Value of the Rights it acquires in the Offer for (i) one share of the Issuer's Common Stock (up to CUSIP NO. 583916-10-1 13D Page 7 of 13 pages AMENDMENT NO. 1 a maximum of 6,579,629 shares) plus (ii) a Warrant or Warrants to purchase .1222 (rounded to the nearest ten-thousandth) shares of Common Stock of the Issuer (up to a maximum of 804,000 shares) at an exercise price of $10.00 per share exercisable over a period of seven years. The Warrant or Warrants will be issued upon the terms and conditions set forth in the Warrant Agreement (the "Warrant Agreement," attached to the Statement as Exhibit 7(3)) between the Issuer and BCC Acquisition. On August 4, 1998, BCC Acquisition and the Issuer closed the transactions contemplated by the Rights Exchange Agreement and Offer to Purchase. Pursuant to the Rights Exchange Agreement and Offer to Purchase, all of the following occurred at the Closing: (1) BCC Acquisition received, by way of assignment from the former GenPharm shareholders, Rights having an aggregate Face Value of $25,122,670.31; (2) the former GenPharm shareholders received from BCC Acquisition the aggregate cash purchase price for such Rights of $20,098,136.25 (representing 80% of the Face Value of the Rights assigned to BCC Acquisition); (3) BCC Acquisition immediately assigned the Rights to the Issuer for cancellation; (4) in consideration of BCC Acquisition's assignment of the Rights to the Issuer, the Issuer issued to BCC Acquisition, pursuant to the Rights Exchange Agreement, 3,721,877 Shares of Common Stock and a Warrant to purchase 454,796 additional Shares of Common Stock subject to the terms and conditions set forth in the Warrant Agreement attached to the Statement as Exhibit 7(3); and (5) the Issuer's board of directors appointed BCC Acquisition's nominee, Fred B. Craves, as a director of the Issuer. The number of shares of Common Stock issued by the Issuer to BCC Acquisition in exchange for the Rights constitute approximately 14.4% (or approximately 15.8% assuming complete exercise of the Warrant) of the number of shares of the Issuer's Common Stock outstanding after the Closing. The Rights Exchange Agreement provides that the Issuer will file CUSIP NO. 583916-10-1 13D Page 8 of 13 pages AMENDMENT NO. 1 a registration statement covering the Shares issued or issuable under the Rights Exchange Agreement and Warrant Agreement. Only those Items amended are reported herein. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended by adding the following paragraphs at the end thereof: On August 4, 1998, BCC Acquisition and the Issuer closed the transactions contemplated by the Rights Exchange Agreement and Offer to Purchase. Pursuant to the Rights Exchange Agreement and Offer to Purchase, all of the following occurred at the Closing: (1) BCC Acquisition received, by way of assignment from the former GenPharm shareholders, Rights having an aggregate Face Value of $25,122,670.31; (2) the former GenPharm shareholders received from BCC Acquisition the aggregate cash purchase price for such Rights of $20,098,136.25 (representing 80% of the Face Value of the Rights assigned to BCC Acquisition, the "Purchase Price"); (3) BCC Acquisition immediately assigned the Rights to the Issuer for cancellation; (4) in consideration of BCC Acquisition's assignment of the Rights to the Issuer, the Issuer issued to BCC Acquisition, pursuant to the Rights Exchange Agreement, 3,721,877 Shares of Common Stock and a Warrant to purchase 454,796 additional Shares of Common Stock subject to the terms and conditions set forth in the Warrant Agreement attached to the Statement as Exhibit 7(3); and (5) the Issuer's board of directors appointed BCC Acquisition's nominee, Fred B. Craves, as a director of the Issuer. The total amount of funds required by BCC Acquisition to purchase the Rights was $20,098,136.25. Pursuant to the LLC Agreement, attached to the Statement as Exhibit 7(4), CUSIP NO. 583916-10-1 13D Page 9 of 13 pages AMENDMENT NO. 1 BCC and BIG made cash contributions of $15,000,000 and $5,098,136.25, respectively, to BCC Acquisition for payment of the Purchase Price on the Closing Date. Item 4. PURPOSE OF TRANSACTION. Item 4 is amended by adding the following paragraph immediately prior to the second to the last paragraph thereof: The Issuer's board of directors appointed BCC Acquisition's nominee, Fred B. Craves, to serve as a member of the board commencing immediately after the Closing. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5, paragraphs (a) and (b), are amended to read as follows: (a) and (b) The aggregate number of Shares and percentage of Common Stock of the Issuer (based upon the representation of the Issuer that it had 22,202,036 shares of Common Stock outstanding as of August 4, 1998 prior to the Closing) beneficially owned by each person named in Item 2, as well as the number of Shares of Common Stock as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or direct the disposition, in each case after giving effect to the transactions contemplated by the Rights Exchange Agreement, is set forth in the following table. CUSIP NO. 583916-10-1 13D Page 10 of 13 pages AMENDMENT NO. 1 (This table shows the number of shares that were acquired upon exchange of the Rights, pursuant to the Rights Exchange Agreement, and includes the Shares that would be received upon complete exercise of the Warrant.)
- --------------------------------------------------------------------------------- Reporting Person No. of Percentage Power to Vote Power to Dispose Shares of Class Shared Sole Shared Sole Beneficially Owned - --------------------------------------------------------------------------------- BCC Acquisition 4,176,673 15.8% 4,176,673 4,176,673 - --------------------------------------------------------------------------------- BCC 4,176,673 15.8% 4,176,673 4,176,673 - --------------------------------------------------------------------------------- BCC Management 4,176,673 15.8% 4,176,673 4,176,673 - --------------------------------------------------------------------------------- BCC LLC 4,176,673 15.8% 4,176,673 4,176,673 - ---------------------------------------------------------------------------------
The information required by Item 5 with respect to persons with whom voting or dispositive power is shared is set forth in Item 2 of the Statement. A response to Item 5(c) is added as follows: Other than the closing of the transactions contemplated by the Rights Exchange Agreement and the Offer to Purchase which are described in this Amendment, there have been no transactions by the Reporting Persons in the Issuer's Common Stock since the date of filing of the Statement. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7(6). Rider to LLC Agreement CUSIP NO. 583916-10-1 13D Page 11 of 13 pages AMENDMENT NO. 1 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 12, 1998 BCC Acquisition I LLC By: Its Manager The Bay City Capital Fund I, L.P. By: Its General Partner Bay City Capital Management LLC By: /s/ Fred B. Craves --------------------------------- Its: Manager CUSIP NO. 583916-10-1 13D Page 12 of 13 pages AMENDMENT NO. 1 LIST OF EXHIBITS
EXHIBIT NO DESCRIPTION PAGE - ---------- ----------- ---- 7(6) Rider to LLC Agreement 13
EX-7.6 2 EXHIBIT 7(6) CUSIP NO. 583916-10-1 13D Page 13 of 13 pages AMENDMENT NO. 1 EXHIBIT 7(6) RIDER TO LLC AGREEMENT The following text has been added as an exception to the transfer restrictions set forth in Section 6.3 of the LLC Agreement: "BIG and its successors and assigns shall have the right to transfer its interest in the company if such interest is transferred to an affiliate of BIG or such successor or assign, as the case may be. For purposes hereof, "affiliate" with respect to BIG shall mean (a) all lineal descendants of Nicholas J. Pritzker, deceased, and all spouses and adopted children of such descendants; (b) all trusts for the benefit of any person described in clause (a) and the trustees of such trusts; (c) all legal representatives of any person or trust described in clauses (a) or (b); and (d) all partnerships, corporations, limited liability companies or other entities owned by or controlling, controlled by or under common control with any person, trust or other entity described in clauses (a), (b), (c) or (d). "control" for these purposes shall mean the ability to influence, direct or otherwise significantly affect the major policies, activities or actions of any person or entity." -----END PRIVACY-ENHANCED MESSAGE-----