-----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, H3eksEjjIRay6/B01or44WskTMIJK+uWbtH1ZMalzIe/XljOXIm7xNcNtL1+JXeV yiSAwdsKSUhppZq/MH3vYA== 0001032210-98-001124.txt : 19981014 0001032210-98-001124.hdr.sgml : 19981014 ACCESSION NUMBER: 0001032210-98-001124 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981013 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICOS CORP / DE CENTRAL INDEX KEY: 0000874294 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911463450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48079 FILM NUMBER: 98724867 BUSINESS ADDRESS: STREET 1: 22021-20TH AVENUE S.E., CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 2064851900 MAIL ADDRESS: STREET 1: 22021 20TH AVE SE CITY: BOTHELL STATE: WA ZIP: 98021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RATHMANN GEORGE R CENTRAL INDEX KEY: 0001071921 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 22021 20TH AVE S.E. STREET 2: C/O ICOS CORP CITY: BOTHELL STATE: WA ZIP: 98021 MAIL ADDRESS: STREET 1: 22021 20 TH AVE S.E. CITY: BOTHELL STATE: WA ZIP: 98021 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13D (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) (AMENDMENT NO. _______)1 ICOS CORPORATION ---------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE -------------------------------------- (Title of Class of Securities) 449295104 --------- (CUSIP Number of Class of Securities) George B. Rathmann Andrew B. Moore, Esq. 22021-20th Ave. S.E. with a copy to: Perkins Coie LLP Bothell, WA 98021 1201 Third Avenue, 40th Floor (425) 485-1900 Seattle, WA 98101 (206) 583-8888 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 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 schedule because of Rule 13d-1(e), 13d-1(f) or 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. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 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 ("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. 44925104 PAGE 2 OF 5 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George B. Rathmann ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 2,324,152 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 150,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,324,152 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 150,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,474,152 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.1%/1/ - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ /1/ Percentage is based upon 40,090,793 shares of Common Stock outstanding as of October 9, 1998. Page 2 of 5 ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the Common Stock, par value $.01 per share ("Common Stock"), of ICOS Corporation, a Washington corporation ("ICOS"), the principal executive office of which is located at 22021-20th Ave. S.E., Bothell, Washington 98021. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D relates to George M. Rathmann. (b) The business address of Mr. Rathmann is 22021-20th Ave. S.E., Bothell, Washington 98021. (c) Mr. Rathmann is the Chairman of the Board of Directors, Chief Executive Officer and President of ICOS. (d) During the last five years, Mr. Rathmann has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Rathmann has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Rathmann is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All funds used to purchase the shares of Common Stock reported in this Schedule 13D came from the personal funds of Mr. Rathmann. ITEM 4. PURPOSE OF TRANSACTION The shares referred to in Item 5 were acquired for investment purposes. Mr. Rathmann has no present plans or intentions that relate to or would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving ICOS or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of ICOS or any of its subsidiaries; (c) any change in ICOS's present Board of Directors or management; (d) any material change in the present capitalization or dividend policy of ICOS; (e) any material change in ICOS's business, corporate structure, charter or bylaws; (f) any change which would impede the acquisition of control of ICOS by any person; (g) the cessation of NASDAQ trading for ICOS Common Stock or termination of registration pursuant to Section 12(g)(4) of the Act; or (h) any action similar to those enumerated above. Page 3 of 5 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mr. Rathmann beneficially owns 2,474,152 shares of Common Stock of ICOS Corporation, which includes 636,997 shares issuable upon exercise of stock options or warrants that are exercisable within 60 days of October 9, 1998, and 150,000 shares held by the Rathmann Family Revocable Trust. Mr. Rathmann's aggregate beneficial ownership represents approximately 6.1% of Common Stock of ICOS Corporation, based on 40,090,793 shares of Common Stock outstanding as of October 9, 1998. (b) Sole voting power: 2,324,152 Shared voting power 150,000 Sole dispositive power: 2,324,152 Shared dispositive power: 150,000 (c) Except as reported herein, during the past sixty days, Mr. Rathmann has not effected any transaction in the Common Stock of ICOS Corporation. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. Page 4 of 5 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. October 9, 1998 By: /s/ George B. Rathmann - ------------------------------ ------------------------- Date Signature George B. Rathmann ------------------------- Name The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----