-----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, CBM20MKc0niTG9D4tA+DOLVpIFn/efmDIzQzuavLjxsKfIzykr1DJUDphbtPrCkE hhwLmpL+9zemFt9yMN8imQ== 0000950135-97-001264.txt : 19970325 0000950135-97-001264.hdr.sgml : 19970325 ACCESSION NUMBER: 0000950135-97-001264 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970321 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CV THERAPEUTICS INC CENTRAL INDEX KEY: 0000921506 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 431570294 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47551 FILM NUMBER: 97560224 BUSINESS ADDRESS: STREET 1: 3172 PORTER DR CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158129300 MAIL ADDRESS: STREET 1: 3172 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOGEN INC CENTRAL INDEX KEY: 0000714655 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043002117 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 14 CAMBRIDGE CTR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176792000 MAIL ADDRESS: ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BIOGEN NV DATE OF NAME CHANGE: 19880622 SC 13D 1 CV THERAPEUTICS, INC. 1 ------------------------------- OMB APPROVAL ------------------------------- OMB NUMBER 3235-0145 EXPIRES: OCTOBER 31, 1997 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE......14.90 ------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* CV Therapeutics, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 126667104 - -------------------------------------------------------------------------------- (CUSIP Number) Michael J. Astrue Copy to: Jonathan L. Kravetz, Esq. Vice President & General Counsel Mintz, Levin, Cohn, Ferris, Biogen, Inc. Glovsky & Popeo, P.C. 14 Cambridge Center One Financial Center Cambridge, MA 02142 Boston, MA 02111 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 10, 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 [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for the 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 the disclosures provided in a prior cover page. The information required in 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 9 pages 2 SCHEDULE 13D ============================== ============================= CUSIP NO. 126667104 13D PAGE 2 OF 9 PAGES -------------- ----- ----- ============================== ============================= ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BIOGEN, INC. 043002117 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* NOT APPLICABLE. (a) [ ] (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 MASSACHUSETTS - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 669,857 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER -0- OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 669,857 REPORTING --------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER -0- WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 669,857 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.73% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 Item 1. Security and Issuer ------------------- Class of Securities: Common Stock, $.001 per share Issuer: CV Therapeutics, Inc. ("CVT"), 3172 Porter Drive, Palo Alto, CA 94304 Item 2. Identity and Background ----------------------- (a) Reporting Person: Biogen, Inc. ("Biogen") (b) Place of Organization: Massachusetts (c) Principal Business: Biogen is a biopharmaceutical company principally engaged in developing and manufacturing drugs for human healthcare through genetic engineering. (d) Principal Business Address: 14 Cambridge Center, Cambridge, MA 02142 (e) Principal Office Address: Same as above. (f) Criminal Convictions: None. (g) Civil Adjudication of Violation of Securities Laws: None. Attached hereto as Exhibit A is a list of Biogen's executive officers and directors as required by Instruction C to Schedule 13D Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Pursuant to the Common Stock Purchase Agreement between Biotech Manufacturing Ltd. ("Biotech"), a wholly-owned subsidiary of Biogen, and CVT dated as of March 7, 1997 (the "Agreement"), Biotech purchased 669,857 shares (the"Shares") of common stock, $.001 par value (the "Common Stock"), of CVT. The source of the $7,000,000 used for the purchase was Biotech's working capital. Item 4. Purpose of Transaction ---------------------- For investment purposes. (a) Pursuant to the Agreement, Biogen may become the beneficial owner of additional shares of the Common Stock of CVT, as described below: (1) Under certain circumstances, as described in Sections 3.01 and 3.02 of the Agreement, hereby incorporated by reference, Biotech may become obligated, during the two years from the signing of the Agreement, to purchase additional shares of CVT Common Stock. Page 3 of 9 pages 4 (2) Fifteen days after the date on which Biotech gives notice to CVT of its decision to commence a Phase III clinical study (the "Clinical Study") of a certain CVT product, or otherwise becomes obligated to purchase equity in CVT in connection with the Clinical Study, as provided in a research collaboration and license agreement between Biotech and CVT (the "BML Collaboration Agreement"), Biotech shall become obligated to purchase an additional specified amount of Common Stock. In accordance with Section 3 of the Research Collaboration and License Agreement between Biogen and CVT (the "Biogen Agreement"), Biogen shall make additional funds available to CVT. CVT has the option to repay certain portions of the funds borrowed in cash or CVT Common Stock, registered for resale and priced at its then fair market value. Biotech shall in no event be required to purchase shares of the Common Stock if, after giving effect to such purchase, the number of shares of Common Stock purchased would exceed 19.9% of the amount of the then outstanding shares of the Common Stock. Except as described in this Item 4, Biogen does not have any plan or proposal relating to, or which would result in, any of the events described in (a) to (j) of the instructions to Item 4. Item 5. Interest in Securities of the Issuer ------------------------------------ (a) Beneficial Ownership by Biogen: Aggregate number of shares: 669,857 Percentage: 9.73% To the best knowledge of the undersigned, except for those owned by Biogen, no shares of the common stock of CVT are owned by any of the Page 4 of 9 pages 5 parties listed in Item 2 above. Number of Shares ---------------- (b) Sole Voting Power: 669,857 Shared Voting Power: -0- Sole Dispositive Power: 669,857 Shared Dispositive Power: -0- (c), (d) and (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer --------------------------- Under the Agreement, Biotech and CVT have agreed as follows: Neither Biotech nor any of its affiliates, during the period commencing on March 7, 1997 and ending on the third anniversary on which the BML Collaboration Agreement ceases to be in full force and effect, will acquire or offer or propose to acquire any shares of the Common Stock or any securities convertible into, exchangeable for or exercisable for the Common Stock (the "Voting Securities") which, when taken together with any Voting Securities then owned by Biotech and its affiliates, would, in the aggregate, exceed an amount equal to 15% of CVT's then outstanding Voting Securities, unless specifically invited to do so by the Board of Directors of CVT. This provision shall not prevent Biotech from acquiring Common Stock as a result of the provisions of Article III of the Agreement or acquiring Voting Securities as a result of the repayment, in whole or in part, of funds borrowed pursuant to the Biogen Agreement, as described in Item 4 above. Section 3.04 of the Agreement, hereby incorporated by reference, contains the "standstill restrictions" described in Item 4 above. Neither Biotech nor any of its affiliates, until the second anniversary of any closing contemplated in the Agreement and described in Item 4 above, will sell, solicit an offer to sell or propose to sell any shares of the Common Stock purchased at such closing except as follows: Biotech may transfer shares of the Common Stock to any of its affiliates; Biotech shall be permitted to sell or otherwise dispose of such minimum number of shares of the Common Stock to reduce its ownership to 19.9% of CVT's outstanding Common Stock; Biotech may sell its shares pursuant to a tender offer or exchange offer for all outstanding shares of the Common Stock approved by CVT's Board of Directors; Biotech may sell all or any part of the shares of the Common Stock owned by Biotech Page 5 of 9 pages 6 or any of its affiliates pursuant to registration rights as further described in Section 7.02 of the Agreement hereby incorporated by reference. Item 7. Material to be Filed as Exhibits -------------------------------- Exhibit A: Directors and Executive Officers of Biogen. Exhibit B: Common Stock Purchase Agreement Between CV Therapeutics, Inc. and Biotech Manufacturing Ltd. dated as of March 7, 1997, to be filed by amendment. Page 6 of 9 pages 7 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. BIOGEN, INC. Date: March 20, 1997 BY: /s/ Michael J. Astrue ------------------------------- NAME/TITLE Vice President -General Counsel Page 7 of 9 pages EX-99.A 2 DIRECTORS AND EXECUTIVE OFFICERS OF BIOGEN 1 EXHIBIT A ---------
Directors and Executive Officers of Biogen, Inc. ------------------------------------------------ Name Business Address Title - ---- ---------------- ----- James L. Vincent Biogen, Inc. Chairman of the Board of Directors 14 Cambridge Center Cambridge, MA 02142 James R. Tobin Same as above Director, President and Chief Executive Officer Burt A. Adelman Same as above Vice President - Development Operations Michael J. Astrue Same as above Vice President - General Counsel, Secretary and Clerk Frank A. Burke, Jr. Same as above Vice President - Human Resources Lawrence S. Daniels Same as above Vice President - Strategic Planning Joseph M. Davie Same as above Vice President - Research David C. Dlesk Same as above Vice President - Operations Irving H. Fox Same as above Vice President - Medical Affairs Timothy M. Kish Same as above Vice President - Finance, Chief Financial Officer and Treasurer Mark W. Leuchtenberger Same as above Vice President - Marketing and Sales James C. Mullen Same as above Vice President - International David D. Pendergast Same as above Vice President - QA\QC
Page 8 of 9 pages 2 EXHIBIT A (CONT.) Directors and Executive Officers of Biogen, Inc. ------------------------------------------------
Name Business Address Title - ---- ---------------- ----- Alexander Bearn Same as above Director Harold W. Buirkle Same as above Director Alan Belzer Same as above Director Thomas F. Keller Same as above Director Roger H. Morley Same as above Director Kenneth Murray Same as above Director Phillip A. Sharp Same as above Director James W. Stevens Same as above Director
Page 9 of 9 pages -----END PRIVACY-ENHANCED MESSAGE-----