-----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, VXeSpui7/dKldJRl21PTjRVAFmXcPMQY/Esyrus9IFMkdOlIJCrYZhge8+764N7a yfj7jC34197pYo4mHMAysA== 0000921530-97-000058.txt : 19970314 0000921530-97-000058.hdr.sgml : 19970314 ACCESSION NUMBER: 0000921530-97-000058 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970313 SROS: NASD GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACYCLICS INC CENTRAL INDEX KEY: 0000949699 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943148201 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46749 FILM NUMBER: 97555713 BUSINESS ADDRESS: STREET 1: 995 EAST ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087743345 MAIL ADDRESS: STREET 1: 995 EAST ARQUES AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMEND NO. 1 TO 13D RE PHARMACYCLICS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* PHARMACYCLICS, INC. --------------------------------------- (Name of Issuer) Common Stock, $0.0001 Par Value ------------------------------------- (Title of Class of Securities) 716933106 -------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 11, 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 other parties to whom copies are to be sent. 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). Continued on following page(s) Page 1 of 19 Pages Exhibit Index: Page 15 Page 2 of 19 Pages SCHEDULE 13D CUSIP No. 716933106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 19 Pages SCHEDULE 13D CUSIP No. 716933106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 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 Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 19 Pages SCHEDULE 13D CUSIP No. 716933106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not applicable 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 Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 19 Pages SCHEDULE 13D CUSIP No. 716933106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SOROS FUND 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 Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 600,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 600,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 624,500\1\ 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 6.23% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- \1\ See Item 5. Page 6 of 19 Pages SCHEDULE 13D CUSIP No. 716933106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE SOROS (in the capacity described herein) 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 Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 600,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 600,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 624,500\1\ 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 6.23% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- \1\ See Item 5. Page 7 of 19 Pages SCHEDULE 13D CUSIP No. 716933106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person STANLEY F. DRUCKENMILLER (in the capacity described herein) 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 Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 600,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 600,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 624,500\1\ 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 6.23% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- \1\ See Item 5. Page 8 of 19 Pages This Statement on Schedule 13D relates to shares of Common Stock, $0.0001 par value per share (the "Shares"), of Pharmacyclics, Inc. (the "Issuer"). This Amendment No. 1 supplementally amends the initial statement on Schedule 13D dated February 28, 1997 (the "Initial Statement") filed by certain of the Reporting Persons (as defined herein). This Amendment No. 1 is being filed by the Reporting Persons to report a transfer in ownership of Shares held for the account of Quantum Industrial Partners LDC, a Cayman Islands exempted limited duration company ("QIP"), to Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"). Capitalized terms used herein but not defined herein have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Fund Management LLC ("SFM LLC"); ii) Mr. George Soros ("Mr. Soros"); and iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"). This Statement relates to the Shares held for the accounts of Quantum Partners and Quasar International Partners C.V., a Netherlands Antilles limited partnership ("Quasar Partners"). By virtue of the transfer reported herein, QIP, QIH Management Investor, L.P. ("QIHMI") and QIH Management, Inc. ("QIH Management") are no longer Reporting Persons. The Reporting Persons SFM LLC, a Delaware limited liability company, has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its principal business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies (the "SFM Clients"), including Quantum Fund N.V., a Netherlands Antilles company ("Quantum Fund"), Quantum Partners (the principal operating subsidiary of Quantum Fund) and Quasar Partners. The business of SFM LLC is managed through a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary Gladstein. SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the accounts of Quantum Partners, Quantum Fund and Quasar Partners. Each of Quantum Fund, Quantum Partners and Quasar Partners has its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM LLC's contracts with the SFM Clients generally provide that SFM LLC is responsible for designing and implementing the SFM Clients' overall investment strategies; for conducting direct portfolio management strategies to the extent that SFM LLC determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisors who manage separate portfolios on behalf of the SFM Clients; and for allocating and reallocating the SFM Clients' assets among the outside managers and itself. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the Shares held for the accounts of Quantum Partners and Quasar Page 9 of 19 Pages Partners. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the Shares held for the accounts of Quantum Partners and Quasar Partners. Set forth in Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D as applicable is a list of the Managing Directors of SFM LLC. The principal occupation of Mr. Soros, a United States citizen, is his direction of the activities of SFM LLC, which is carried out in his capacity as Chairman of SFM LLC at SFM LLC's principal office. The principal occupation of Mr. Druckenmiller, a United States citizen, is his position as Lead Portfolio Manager and a Member of the Management Committee of SFM LLC, which is carried out at SFM LLC's principal office. Pursuant to regulations promulgated under Section 13(d) of the Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of the Shares held for the accounts of Quantum Partners and Quasar Partners as a result of the contractual authority of SFM LLC to exercise voting and dispositive power with respect to such Shares. During the past five years, none of the Reporting Persons, Quantum Partners, Quasar Partners and, to the best of the Reporting Persons' knowledge, any other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which it or he has been 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. Item 3. Source and Amount of Funds or Other Consideration. On March 11, 1997, Quantum Partners entered into an Assignment and Transfer Agreement (the "Assignment Agreement") with QIP, a copy of which is attached hereto as Exhibit F and incorporated herein by reference in response to this Item 3, pursuant to which Quantum Partners expended $11,430,000 of its working capital to purchase an aggregate of 600,000 Shares from QIP. The Shares held for the accounts of Quantum Partners, Quasar Partners and/or other SFM Clients may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The Shares which may be held in the margin accounts are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction. All of the Shares reported herein as having been acquired for or disposed of from the accounts of Quantum Partners and/or Quasar Partners were acquired or disposed of for investment purposes. Neither Quantum Partners, Quasar Partners, the Reporting Persons nor, to the best of their knowledge, any of the other persons identified in response to Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. SFM LLC, Mr. Soros and Mr. Druckenmiller reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to Page 10 of 19 Pages dispose, or cause to be disposed, of such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons and/or SFM Clients, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) Each of the Reporting Persons may be deemed the beneficial owners of 624,500 Shares (approximately 6.23% of the total number of Shares outstanding). This number includes (i) 600,000 Shares held for the account of Quantum Partners and (ii) 24,500 Shares held for the account of Quasar Partners. Quasar Partners previously entered into an investment advisory contract with Oracle Investment Management, Inc. ("OIM") pursuant to which OIM was granted investment discretion over certain funds of Quasar Partners (the "OIM Contract"). The 24,500 Shares held for the account of Quasar Partners were acquired at the direction of OIM pursuant to the OIM Contract. As a consequence of SFM LLC's ability to terminate the OIM Contract with respect to all investments, including those involving the Shares, and acquire voting and dispositive power over the Shares within 60 days, notwithstanding the fact that none of the Reporting Persons currently exercises such power, the Reporting Persons may be deemed the beneficial owner of the Shares held for the account of Quasar Partners at OIM. (b) (i) Pursuant to the terms of the contract between Quantum Fund and SFM LLC, SFM LLC may be deemed to have the sole power to direct the voting and disposition of the 600,000 Shares held for the account of Quantum Partners. (ii) Pursuant to the terms of the contract between Quantum Fund and SFM LLC and as a result of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be deemed to have shared power to direct the voting and disposition of the 600,000 Shares held for the account of Quantum Partners. (iii) OIM is currently vested with sole power to direct the voting and disposition of the 24,500 Shares held for the account Quasar Partners as a result of the OIM Contract. SFM LLC has the contractual authority on behalf of Quasar Partners to terminate the OIM Contract within 60 days and, as a result, the Reporting Persons may be deemed to have the ability to acquire the voting and dispositive power held by OIM with respect to the 24,500 Shares. (c) Except for the transaction described in Item 3 and Item 6 in which QIP transferred to Quantum Partners 600,000 Shares at a price of $19.05 per Share, which was effected at the direction of SFM LLC pursuant to the Assignment Agreement, there have been no transactions effected with respect to the Shares since February 28, 1997 (the date of filing of the Initial Statement) by any of the Reporting Persons, Quantum Partners or Quasar Partners. (d) (i) The shareholders of Quantum Partners, including Quantum Fund, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Quantum Partners in accordance with their ownership interests in Quantum Partners. (ii) The partners of Quasar Partners, including Quasar International Fund N.V., a Netherlands Antilles corporation, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held for the account of Quasar Partners in accordance with their partnership interests in Quasar Partners. Page 11 of 19 Pages (e) Each of QIP, QIHMI, and QIH Management ceased to be the beneficial owner of more than 5% of the outstanding Shares of the Issuer on March 11, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. QIP entered into the Assignment Agreement, which is incorporated herein by reference. The description of the terms of the Assignment Agreement below is qualified in its entirety by reference to the specific provisions of such agreement. Pursuant to the terms of the Assignment Agreement QIP assigned and transferred to Quantum Partners, free and clear of all encumbrances of any kind, its entire right, title and interest to the 600,000 Shares. In addition, Quantum Partners was novated and substituted for QIP as a party to the Common Stock Purchase Agreement entered into with the Issuer on February 21, 1997 (the "Purchase Agreement"). QIP was released and discharged from all rights and obligations under the Purchase Agreement. The Issuer acknowledged and agreed to such novation and release and discharge. Item 7. Material to be Filed as Exhibits. A. Power of Attorney dated as of January 1, 1997 granted by Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A to the Initial Statement and incorporated herein by reference). B. Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit B to the Initial Statement and incorporated herein by reference). C. Joint Filing Agreement dated March 13, 1997 by and among SFM LLC, Mr. Soros and Mr. Druckenmiller. D. Power of Attorney dated May 23, 1996 granted by QIP in favor of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus (filed as Exhibit D to the Initial Statement and incorporated herein by reference). E. Form of Purchase Agreement entered into between the Issuer and QIP (filed as Exhibit E to the Initial Statement and incorporated herein by reference). F. Assignment Agreement dated March 11, 1997, entered into between QIP and Quantum Partners. Page 12 of 19 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: March 13, 1997 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Vice President QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Vice President SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Assistant General Counsel GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Page 13 of 19 Pages STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Page 14 of 19 Pages ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: Scott K. H. Bessent Walter Burlock Brian J. Corvese Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) None of the above persons holds any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. Page 15 of 19 Pages EXHIBIT INDEX Page No. -------- C. Joint Filing Agreement dated March 13, 1997 by and among Soros Fund Management LLC, Mr. George Soros and Mr. Stanley Druckenmiller....................................................... 16 F. Assignment and Transfer Agreement, dated March 11, 1997, entered into between Quantum Industrial Partners LDC and Quantum Partners LDC................................................ 17 EX-99.C 2 EXHIBIT C - JOINT FILING AGREEMENT Page 16 of 19 Pages EXHIBIT C JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Pharmacyclics, Inc. dated March 13, 1997 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d- 1(f) under the Securities Exchange Act of 1934. Date: March 13, 1997 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Assistant General Counsel GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact EX-99.F 3 EXHIBIT F - ASSIGNMENT AND TRANSFER AGREEMEN Page 17 of 19 Pages EXHIBIT F ASSIGNMENT AND TRANSFER AGREEMENT ASSIGNMENT AND TRANSFER AGREEMENT (the "Agreement"), dated as of March 11, 1997, by and between Quantum Industrial Partners LDC ("QIP"), a Cayman Islands limited duration company, and Quantum Partners LDC ("Quantum Partners"), a Cayman Islands limited duration company. WHEREAS, on February 21, 1997 (the "Closing Date"), QIP entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with Pharmacyclics, Inc. ("Pharmacyclics") pursuant to which QIP purchased 600,000 shares of common stock, par value $.0001 (the "Shares"), of Pharmacyclics for an aggregate amount of $11,430,000; WHEREAS, QIP wishes to assign and transfer the Shares to Quantum Partners and to assign and transfer its rights and obligations under the Purchase Agreement to Quantum Partners, and Quantum Partners wishes to accept such assignment and transfer and replace and novate QIP as a party to the Purchase Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment and Transfer. (a) QIP hereby assigns and -------------------------- transfers to Quantum Partners as of the Closing Date, free and clear of all liens, mortgages, pledges, security interests or other encumbrances of any kind, its entire right, title and interest to and in the Shares, which are fully paid and non-assessable, and Quantum Partners, as of the Closing Date, shall be deemed the owner of the Shares for all purposes. In consideration of the aforesaid assignment and transfer, Quantum Partners is remitting to QIP concurrently herewith $11,430,000 as the purchase price of the Shares. (b) Quantum Partners hereby accepts the assignment and transfer referred to in Section 1(a) hereof. In consideration of such acceptance and the payment by Quantum Partners to QIP referred to in Section 1(a), QIP is delivering the Shares to Quantum Partners concurrently herewith. 2. Novation and Substitution. (a) Effective as of the Closing -------------------------- Date, Quantum Partners shall be replaced, novated and, for all purposes, substituted for QIP as a party to the Purchase Agreement. 1 Page 18 of 19 Pages (b) Effective as of the Closing Date, (i) the representations, warranties and covenants given by QIP shall be deemed to have been given by Quantum Partners and Quantum Partners makes and reaffirms such representations, warranties and covenants to and for the benefit of Pharmacyclics, (ii) Quantum Partners shall be entitled to all the rights and privileges of the Purchase Agreement accruing to QIP, and (iii) QIP shall be released and discharged from all liabilities and obligations with respect to the Purchase Agreement. 3. Agreement Binding and to Benefit Assignees. Each party ---------------------------------------------- hereto represents that this Agreement has been duly authorized, executed and delivered by it and is valid, binding and enforceable against it, and this Agreement shall inure to the benefit of the parties hereto and their successors and assigns. 4. Governing Law. This Agreement shall be construed and -------------- enforced in all respects according to the internal laws of the State of New York applicable to agreements executed and performed therein without giving effect to any choice of law rules thereof that may direct the application of the laws of another jurisdiction. 5. Counterparts. This Agreement may be executed in several ------------ counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 2 Page 19 of 19 Pages IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers or agents of the parties hereof as of the date set forth above. QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael Neus Attorney-in-Fact QUANTUM PARTNERS LDC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Pharmacyclics hereby acknowledges and agrees to the terms of this Agreement, specifically the novation of QIP and the substitution of Quantum Partners as party to the Purchase Agreement. PHARMACYCLICS, INC. By: /S/ CHERYL JASZEWSKI ---------------------------------- Name: Cheryl Jaszewski Title: Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----