-----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, PcD72gGWSlZLX1sYwo1VZjYPc8pOtIPPnRNAuMl7AKPFpVvzcdolPRWHGJkfmeBJ orYCioejSTgpt5HXmEjejQ== 0000912057-02-021790.txt : 20020523 0000912057-02-021790.hdr.sgml : 20020523 20020523160420 ACCESSION NUMBER: 0000912057-02-021790 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNSORB BIOTECH INC CENTRAL INDEX KEY: 0001025863 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52837 FILM NUMBER: 02661125 BUSINESS ADDRESS: STREET 1: STE 410 STREET 2: 1167 KENINGTON CRESCENT NW CITY: CALGARY ALBERTA CANA STATE: A0 ZIP: T2N 1X7 BUSINESS PHONE: 4032835900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOUT CAPITAL CORP CENTRAL INDEX KEY: 0001164046 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400,521 3RD AVE SW STREET 2: T2P 3T3 CITY: CALGARY STATE: A0 ZIP: 00000 BUSINESS PHONE: 4032633653 MAIL ADDRESS: STREET 1: 400,521 3RD AVE SW STREET 2: T2P 3T3 CITY: CALGARY STATE: A0 ZIP: 00000 SC 13D/A 1 a2080852zsc13da.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) SYNSORB BIOTECH INC. (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 87160V-10-4 (CUSIP Number) GREGORY B. MATTHEWS 400,521-3RD AVENUE S.W. CALGARY, ALBERTA T2P 3T3 (403) 263-3653 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: WILLIAM L. BOEING HAYNES AND BOONE, LLP 1600 N. COLLINS BLVD., SUITE 2000 RICHARDSON, TEXAS 75080 (972) 680-7553 MAY 7, 2002 (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: [ ] SCHEDULE 13D CUSIP NO. 87160V-10-4 (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Scout Capital Corp. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] (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 Alberta, Canada (7) SOLE VOTING POWER NUMBER OF 458,902 SHARES BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 458,902 (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 458,902 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.25% (14) TYPE OF REPORTING PERSON CO This Amendment No. 4 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed by Scout Capital Corp. with the Securities and Exchange Commission ("SEC") on December 31, 2001 relating to the Common Stock of Synsorb Biotech Inc. (the "Original Filing"), as amended by Amendment No. 1 to Schedule 13D filed with the SEC on January 8, 2002, Amendment No. 2 to Schedule 13D filed with the SEC on April 23, 2002 and Amendment No. 3 to Schedule 13D filed with the SEC on April 25, 2002 (as previously amended, the "Filing"). Capitalized terms used herein which are not defined herein have the meanings given to them in the Filing. The main purpose of this amendment is to amend and restate the information contained in Items 4, 5, 6 and 7 of the Filing. Except as set forth below, all previous Items of the Filing remain unchanged. ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 is hereby amended in its entirety to read as follows: The purchases of Common Stock consummated by Scout were made in the open market through the facilities of the Toronto Stock Exchange and the NASDAQ Stock Market. The Common Stock of Synsorb was acquired by Scout for investment purposes. However, Scout intends to monitor and review its interests in Synsorb on an ongoing basis. Such continuing review may result in Scout acquiring additional shares of Common Stock in the open market or in privately negotiated transactions, maintaining its holdings at current levels, discussing Synsorb's business, operations or other affairs with management, the board of directors or shareholders of Synsorb or selling all or a portion of its holdings in the open market or in privately negotiated transactions. Any such actions Scout undertakes will be dependent upon, among other things, the availability of shares of Common Stock for purchase and the price levels of such shares; general market and economic conditions; the ongoing evaluation of Synsorb's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; the availability of funds for the purchase of additional shares of Common Stock; the actions of the management and board of directors of Synsorb; and other future developments. Scout believes that more needs to be done to enable shareholders to realize the inherent value of Synsorb's business and that new leadership is required in order to enhance shareholder value. Therefore, Scout notified Synsorb of its intention to nominate Jim Silye, David Tonken and Tim Tycholis (the "Scout Directors") for election to the Synsorb board of directors at its 2002 annual meeting to be held on May 7, 2002 (the "Meeting"). Scout filed proxy and information circular materials with Canadian securities authorities and mailed such materials to Synsorb shareholders. Scout solicited proxies for the election of the Scout Directors in accordance with applicable Canadian proxy regulations. The evening before the Meeting, representatives of Scout and Synsorb met to discuss the proposed election of the Scout Directors. Scout and Synsorb then agreed that they would vote in favor of election of the Scout Directors at the Meeting. The parties also agreed to make a proposal at the Meeting to expand the Synsorb board of directors to five persons, and to vote in favor of electing Bruce Kenway and Gerry Quinn (the "Additional Directors") to Synsorb's board. The Additional Directors are incumbent directors of Synsorb. At the Meeting, a motion was made that the Synsorb shareholders approve the expansion of the Synsorb board of directors to five persons. Scout and Synsorb then voted their shares of Common Stock, as well as the shares of Common Stock for which they held proxies, in favor of the expansion of the Synsorb board and the election of the Scout Directors and the Additional Directors. The number of votes cast at the Meeting in this manner was sufficient to approve the expansion of the Synsorb board and the election of the Scout Directors and the Additional Directors in accordance with applicable law. Scout believes that the Scout Directors can seek to improve Synsorb's relationship with the investor community and seek to identify and pursue strategic transactions that would enhance shareholder value. In order to more efficiently implement these goals, Mr. Tonken was elected as Chairman of the Board of Synsorb immediately after the Meeting. Additionally, Mr. Silye was elected as President and Chief Executive Officer of Synsorb. Mr. Bill Hogg, Synsorb's previous President and Chief Executive Officer, assumed the responsibilities of Chief Financial Officer of Synsorb. Scout believes that it would be desirable for Synsorb to explore the possibility of pursuing strategic transactions to enhance shareholder value, and has so advised the management of Synsorb. Such transactions could involve the acquisition of all or part of Synsorb, the sale of all or a material part of Synsorb's assets, or the purchase by Synsorb of companies operating in similar business lines or assets of such companies. Scout may hold discussions with other parties who might engage in such transactions with Synsorb. Scout reserves the right to participate in or initiate, alone or with others, any plans, proposals or transactions with respect to Synsorb or its securities. There can be no assurance that Scout (or any of its affiliates) will take any of the actions described in this Item 4 with respect to the Common Stock or with respect to Synsorb. Except as described in this Item 4, as of the date of this amendment, Scout has not formulated any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of Synsorb, or the disposition of securities of Synsorb; (b) an extraordinary corporate transaction; (c) a sale or transfer of a material amount of assets of Synsorb or its subsidiaries, if any; (d) any change in the present board of directors or management of Synsorb, including any change in the number or term of directors or the filling of any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Synsorb; (f) any other material change in Synsorb's business or corporate structure; (g) changes in Synsorb's charter or bylaws or other actions that may impede the acquisition of control of Synsorb by any person; (h) causing a class of securities of Synsorb to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Synsorb becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended in its entirety to read as follows: On May 15, 2002, Synsorb conducted a one-for-eight reverse stock split of the Common Stock. The number of shares of Common Stock reported in this Item 5 reflect the effect of this stock split. SCOUT CAPITAL CORP. (a) Number of Securities Beneficially Owned: 458,902 shares of Common Stock Percentage of Class: 9.25% (b) Sole Voting Power: 458,902 shares of Common Stock Shared Voting Power: 0 shares of Common Stock Sole Dispositive Power: 458,902 shares of Common Stock Shared Dispositive Power: 0 shares of Common Stock (c) The transactions made by Scout in the Common Stock since the date of the last amendment to the Filing are detailed on Schedule A hereto, which is incorporated herein by this reference. JIM SILYE (a) Number of Securities Beneficially Owned: 750 shares of Common Stock Percentage of Class: 0.0% (less than one-tenth of a percent) (b) Sole Voting Power: 750 shares of Common Stock Shared Voting Power: 0 shares of Common Stock Sole Dispositive Power: 750 shares of Common Stock Shared Dispositive Power: 0 shares of Common Stock (c) Mr. Silye has not made any purchases of Common Stock since the date of the last amendment to the Filing. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended in its entirety as follows: As described in Item 4 above, Scout agreed with Synsorb to vote its shares of Common Stock at the Meeting in favor of the expansion of Synsorb's board to five members and the election of the Additional Directors and the Scout Directors. This agreement only pertained to the voting of the Common Stock at the Meeting, and Scout disclaims any beneficial ownership of Common Stock held by other Synsrob stockholders that may have been deemed to exist in connection with this arrangement. Scout is not presently a party to any agreement with respect to the Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended in its entirety as follows: Exhibit I - Information Concerning Executive Officers and Directors of Scout Capital Corp. (filed as an Exhibit to the Original Filing and incorporated herein by reference). Exhibit II - Letter Agreement, dated May 6, 2002, by and between Scout Capital Corp. and Synsorb Biotech Inc. (filed herewith). SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment is true, complete and correct. SCOUT CAPITAL CORP. By: /s/ David L. Tonken ------------------------------- Name: David L. Tonken Title: Chief Executive Officer Date: May 23, 2002 SCHEDULE A SCOUT TRANSACTIONS IN THE COMMON STOCK IN THE LAST 60 DAYS TRADES EXECUTED ON THE TORONTO STOCK EXCHANGE: - ------------------ ---------------------- ----------------------- DATE NUMBER OF SHARES PRICE (Cdn. $) - ------------------ ---------------------- ----------------------- 5/16/02 101,000 $1.288 - ------------------ ---------------------- ----------------------- 5/17/02 30,300 $1.20 - ------------------ ---------------------- ----------------------- 5/21/02 39,100 $1.22 - ------------------ ---------------------- ----------------------- 5/22/02 7,900 $1.26 - ------------------ ---------------------- ----------------------- EX-2 3 a2080852zex-2.txt EXHIBIT 2 May 6, 2002 Scout Capital Ltd. 400, 521-3rd Avenue S.W. Calgary, Alberta T2P 3T3 Attention: David L. Tonken Dear Sir: Re: SYNSORB BOARD OF DIRECTORS This is to record the agreement between Scout, the proxyholders named in proxies solicited by Scout with respect to the SYNSORB General and Special Meeting, SYNSORB, the present directors of SYNSORB and the proxyholders named in the proxies solicited by SYNSORB with respect to the meeting. The parties are entering into this agreement to minimize disruption in SYNSORB's reorganization process and allow all participants to act to maximize value for SYNSORB's shareholders. The parties agree as follows: 1. Amendments shall be moved at the meeting to: (a) set the number of directors for the next year at 5; (b) nominate as directors, the three nominees of Scout, David Tonken, Tim Tycholis and Jim Silye and two of the nominees of SYNSORB, Bruce Kenway and Gerry Quinn. 2. All of the proxies held by Scout's proxyholders and by SYNSORB's proxyholders shall be voted in favour of setting the number of directors at 5 and electing the 5 nominees described in paragraph 1(b) above. 3. SYNSORB will reimburse Scout for its expenses of soliciting proxies with respect to the meeting. 4. From and after election of the 5 person board, all directors shall be afforded complete access to the records of SYNSORB and management shall fully brief all directors prior to implementing any additional restructuring activities or requesting board approval of any transactions or commitments of SYNSORB. 5. If you are in agreement with this, please indicate so below. SYNSORB BIOTECH INC. By: Illegible ------------------------------ Illegible ------------------------------ (director and named proxy) By: Illegible ------------------------------ (director and named proxy) By: ------------------------------ (director) We agree to the foregoing: SCOUT CAPITAL LTD. By: /s/ David L. Tonken ------------------------------ /s/ David L. Tonken ------------------------------ (named proxy) ------------------------------ (named proxy) /ncs -----END PRIVACY-ENHANCED MESSAGE-----