0001032210-01-501231.txt : 20011030
0001032210-01-501231.hdr.sgml : 20011030
ACCESSION NUMBER: 0001032210-01-501231
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011026
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: RATHMANN GEORGE R
CENTRAL INDEX KEY: 0001071921
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D/A
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
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-48079
FILM NUMBER: 1767678
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
SC 13D/A
1
dsc13da.txt
SCHEDULE 13D / AMENDMENT NO.2
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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: October 31, 2002
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Estimated average burden
hours per response: 14.9
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2 )*
ICOS CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
449295104
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(CUSIP Number)
George B. Rathmann, Ph.D. James R. Lisbakken, Esq.
c/o Hyseq, Inc. Perkins Coie LLP
675 Almanor Avenue with a copy to: 1201 Third Avenue, Suite 4800
Sunnyvale, CA 94085 Seattle, WA 98101-3099
(206) 583-8888
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 2001
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(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 ss.ss.240.13d-1(e), 24013d-1(f) or 24013d-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 ss.240.13d-7 for other
parties to whom copies are to be sent.
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* 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).
Page 1 of 6
SCHEDULE 13D
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CUSIP No. 449295104
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF
1 ABOVE PERSONS (Entities Only)
George B. Rathmann, Ph.D.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2
(a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e)
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
NUMBER OF 7
756,000
SHARES --------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,447,714
OWNED BY --------------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH 9
756,000
REPORTING --------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON 10
1,447,714
WITH
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,203,714
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (See Instructions)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.1%(1)
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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(1) Percentage is based upon 53,793,297 shares of Common Stock outstanding as
of August 31, 2001.
Page 2 of 6
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D relates to the Common Stock, par value
$.01 per share ("Common Stock"), of ICOS Corporation, a Delaware corporation
("ICOS"), the principal executive office of which is located at 22021-20th
Avenue SE, Bothell, Washington 98021.
Item 2. Identity and Background.
(a) This Amendment No. 2 to Schedule 13D relates to George B. Rathmann,
Ph.D.
(b) The business address of Dr. Rathmann is: c/o Hyseq, Inc., 675 Almanor
Avenue, Sunnyvale, California, 94085.
(c) Dr. Rathmann is Chairman of the Board of Directors of Hyseq, Inc., a
biopharmaceutical company. The principal business address is: Hyseq, Inc., 675
Almanor Avenue, Sunnyvale, California, 94085.
(d) During the last five years, Dr. Rathmann has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Dr. 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) Dr. 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 shares of Common Stock reported in this
Amendment No. 2 to Schedule 13D came from the personal funds of Dr. Rathmann.
Item 4. Purpose of Transaction
The securities referred to in Item 5 were acquired for investment purposes.
Dr. Rathmann has no present plans or intentions that relate to or would
result in: (a) the acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving ICOS or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of ICOS or any of its subsidiaries; (d) any change in ICOS's
present Board of Directors or management; (e) any material change in the present
capitalization or dividend policy of ICOS; (f) any material change in ICOS's
business, corporate structure, charter or bylaws; (g) any change which would
impede the acquisition of control of ICOS by any person; (h) the cessation of
NASDAQ trading of ICOS Common Stock or termination of registration pursuant to
Section 12(g)(4) of the Act; or (i) any action similar to those enumerated
above.
Page 3 of 6
Item 5. Interest in Securities of the Issuer
(a) Dr. Rathmann beneficially owns 2,203,714 shares of Common Stock of
ICOS, which includes 756,000 shares issuable upon exercise of stock options or
warrants that are currently exercisable, and 1,447,714 shares held by the
Rathmann Family Revocable Trust (the "Trust"). Dr. Rathmann's aggregate
beneficial ownership represents approximately 4.1% of the outstanding Common
Stock of ICOS, based on 53,793,297 shares of Common Stock outstanding as of
August 31, 2001.
(b) Sole voting power: 756,000
Shared voting power: 1,447,714
Sole dispositive power: 756,000
Shared dispositive power: 1,447,714
(c) During the past 60 days, Dr. Rathmann, pursuant to the dispositive
power relating to shares of Common Stock of ICOS held by the Trust, made the
following sales of shares of Common Stock of ICOS:
Date Number of Shares Price per Share Type of Sale
-------- ---------------- --------------- -----------------
08/10/01 100 $ 58.795 Open Market Sales
08/10/01 100 58.795 Open Market Sales
08/10/01 100 58.795 Open Market Sales
08/10/01 100 58.795 Open Market Sales
08/10/01 100 58.845 Open Market Sales
08/10/01 100 58.615 Open Market Sales
08/10/01 1,400 58.615 Open Market Sales
08/10/01 100 59.275 Open Market Sales
08/10/01 100 59.065 Open Market Sales
08/10/01 400 59.065 Open Market Sales
08/10/01 400 59.075 Open Market Sales
08/10/01 600 59.075 Open Market Sales
08/10/01 100 59.085 Open Market Sales
08/10/01 300 59.085 Open Market Sales
08/10/01 100 59.085 Open Market Sales
08/10/01 500 59.085 Open Market Sales
08/10/01 100 59.095 Open Market Sales
08/10/01 100 59.095 Open Market Sales
08/10/01 100 59.095 Open Market Sales
08/10/01 100 59.095 Open Market Sales
08/10/01 100 58.645 Open Market Sales
08/10/01 100 58.645 Open Market Sales
08/10/01 100 58.645 Open Market Sales
08/10/01 300 58.645 Open Market Sales
08/10/01 1,000 58.845 Open Market Sales
Page 4 of 6
Date Number of Shares Price per Share Type of Sale
-------- ---------------- --------------- -----------------
08/10/01 1,000 58.315 Open Market Sales
08/10/01 1,000 58.135 Open Market Sales
08/10/01 1,000 58.135 Open Market Sales
08/10/01 5,000 59.075 Open Market Sales
08/10/01 100 58.655 Open Market Sales
08/10/01 200 58.655 Open Market Sales
08/10/01 100 58.665 Open Market Sales
08/10/01 112 58.875 Open Market Sales
08/10/01 3,888 58.875 Open Market Sales
08/13/01 1,900 59.485 Open Market Sales
08/13/01 100 59.485 Open Market Sales
08/13/01 300 59.485 Open Market Sales
08/13/01 100 59.345 Open Market Sales
08/13/01 375 59.345 Open Market Sales
08/13/01 50 59.335 Open Market Sales
08/13/01 80 59.335 Open Market Sales
08/13/01 320 59.335 Open Market Sales
08/13/01 400 59.335 Open Market Sales
08/13/01 500 59.335 Open Market Sales
08/13/01 600 59.335 Open Market Sales
08/13/01 100 59.345 Open Market Sales
08/13/01 100 59.485 Open Market Sales
(d) Not applicable.
(e) Dr. Rathmann ceased to be a beneficial owner of more than five percent
of ICOS Common Stock on April 12, 2001.
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.
Not applicable.
Page 5 of 6
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 23, 2001 By: /s/ George B. Rathmann, Ph.D.
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(Date) (Signature)
George B. Rathmann, Ph.D.
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(Name)
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(Title)
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 6 of 6