0000904454-12-000381.txt : 20120802 0000904454-12-000381.hdr.sgml : 20120802 20120802142811 ACCESSION NUMBER: 0000904454-12-000381 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120802 DATE AS OF CHANGE: 20120802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Durata Therapeutics, Inc. CENTRAL INDEX KEY: 0001544116 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 871247903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86923 FILM NUMBER: 121002978 BUSINESS ADDRESS: STREET 1: 89 HEADQUARTERS PLAZA NORTH STREET 2: 14TH FLOOR CITY: MORRISTOWN STATE: NJ ZIP: 09760 BUSINESS PHONE: 973-993-4867 MAIL ADDRESS: STREET 1: 89 HEADQUARTERS PLAZA NORTH STREET 2: 14TH FLOOR CITY: MORRISTOWN STATE: NJ ZIP: 09760 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Domain Partners VIII, L.P. CENTRAL INDEX KEY: 0001465144 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O DOMAIN ASSOCIATES, L.L.C. STREET 2: ONE PALMER SQUARE, SUITE 515 CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-5656 MAIL ADDRESS: STREET 1: C/O DOMAIN ASSOCIATES, L.L.C. STREET 2: ONE PALMER SQUARE, SUITE 515 CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13D 1 s13d_080212-durata.htm SCHEDULE 13D FOR DURATA THERAPEUTICS, INC. Unassociated Document
 
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.  )1

Durata Therapeutics, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

26658A107

(CUSIP Number)

 
Domain Associates, LLC
Ropes & Gray LLP
 
One Palmer Square
1211 Avenue of the Americas
 
Princeton, NJ  08542
New York, NY 10036
 
Attn: Kathleen K. Schoemaker
Attn: Morri H. Weinberg, Esq.
 
Tel: (609) 683-5656
Tel: (212) 596-9000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 24, 2012

(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(e), 13d-1(f) or 13d-1(g), check the following box.    o

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.




 
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).

 
 

 
 
CUSIP No. 26658A107

 
1.
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Domain Partners VIII, L.P.
EIN No.:
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)x
(b)o
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
WC
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  o
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
7.
 
 
SOLE VOTING POWER                                                                              3,006,132
 
 
8.
 
 
SHARED VOTING POWER
  0
 
9.
 
 
SOLE DISPOSITIVE POWER                                                                     3,006,132
 
 
10.
 
 
SHARED DISPOSITIVE POWER
0
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              3,006,132
 
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                                
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4%
 
14.
 
TYPE OF REPORTING PERSON
PN

 
 
2

 
 
CUSIP No. 26658A107

 
1.
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
DP VIII Associates, L.P.
EIN No.:
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)x
(b)o
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
WC
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  o
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
7.
 
 
SOLE VOTING POWER                                                                                   22,306
 
 
8.
 
 
SHARED VOTING POWER
  0
 
9.
 
 
SOLE DISPOSITIVE POWER                                                                          22,306
 
 
10.
 
 
SHARED DISPOSITIVE POWER
0
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                   22,306
 
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                                
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
 
14.
 
TYPE OF REPORTING PERSON
PN


 
3

 

CUSIP No. 26658A107

 

 
1.
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Domain Associates, LLC
EIN No.:
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)x
(b)o
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
Not Applicable
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  o
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
7.
 
 
SOLE VOTING POWER                                                                                     6,250
 
 
8.
 
 
SHARED VOTING POWER
  0
 
9.
 
 
SOLE DISPOSITIVE POWER                                                                            6,250
 
 
10.
 
 
SHARED DISPOSITIVE POWER
0
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                     6,250
 
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                                
 
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
 
14.
 
TYPE OF REPORTING PERSON
OO


 
4

 

 
CUSIP No. 26658A107
SCHEDULE 13D

Item 1.  Security and Issuer.

This statement on Schedule 13D relates to the Common Stock, $.01 par value per share (the “Common Stock”), of Durata Therapeutics, Inc. (the “Issuer”).  The principal executive office of the Issuer is located at 89 Headquarters Plaza North, 14th Floor, Morristown, NJ  07960.
 
Item 2.                      Identity and Background.

(a)
This Schedule 13D is being filed on behalf of each of the following persons pursuant to Rule 13d-1(k) of Regulation D-G under the Securities Exchange Act of 1934, as amended (the "Exchange Act"):  Domain Partners VIII, L.P., a Delaware limited partnership ("DP VIII"), DP VIII Associates, L.P., a Delaware limited partnership ("DP VIII A"), and Domain Associates, LLC, a Delaware limited liability company ("DA") (each, a "Reporting Person" and collectively, the “Reporting Persons”).  The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act.  The agreement among the Reporting Persons to file as a group (the “Joint Filing Agreement”) is attached hereto as Exhibit A.
 
(b)-(c)
The principal business of each of DP VIII and DP VIII A is that of a private investment partnership.  The sole general partner of DP VIII and DP VIII A is One Palmer Square Associates VIII, LLC, a Delaware limited liability company (“OPSA VIII”).  The principal business of  OPSA VIII is that of acting as the general partner of DP VIII and DP VIII A.  James C. Blair, Brian H. Dovey, Jesse I. Treu, Kathleen K. Schoemaker, Brian K. Halak, and Nicole Vitullo are the managing members of OPSA VIII.
 
 
The principal business of DA is that of a venture capital management company.  James C. Blair, Brian H. Dovey, Jesse I. Treu, Kathleen K. Schoemaker, Brian K. Halak, Nicole Vitullo and Kim P. Kamdar are the managing members of DA.
 
 
The principal business address of each of the entities and individuals named in this Item 2 is c/o Domain Associates, LLC., One Palmer Square, Princeton, New Jersey  08542.
 
(d)–(e)
During the last five years, none of the Reporting Persons or individuals named in this Item 2 has been  (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being 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)
Each of the individuals named in this Item 2 is a citizen of the United States.
 

Item 3.                      Source and Amount of Funds or Other Consideration.

On July 18, 2012, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) by the Issuer (File No. 333-180280) in connection with its initial public offering of 7,500,000 shares of Common Stock (the "IPO") was declared effective. The closing of the IPO took place on July 24, 2012, and at such closing   DP VIII and DP VIII A purchased an aggregate 784,313 shares of Common Stock at the IPO price of $9.00 per share.  The source of funds for such purchase was the working capital of DP VIII and DP VIII A.
 

 
5

 
 
CUSIP No. 26658A107

 
Item 4.                      Purpose of Transaction.
 
DP VIII and DP VIII A purchased additional Common Stock of the Issuer for investment purposes.  Nicole Vitullo is a Director of the Issuer and is a managing member of  OPSA VIII and DA, but except as otherwise described in this statement, the Reporting Persons do not have any present plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be de-listed 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; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above.
 
Item 5.                      Interest in Securities of the Issuer.

The information below is based on a total of 17,240,363 shares of Common Stock reported by the Issuer in its Final Prospectus on Form 424B4 filed with the Commission on July 20, 2012 to be outstanding after the completion of the IPO.

(a)
DP VIII directly beneficially owns 3,006,132 shares of Common Stock, or approximately 17.4% of the Common Stock outstanding.  DP VIII A directly beneficially owns 22,306 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding.  OPSA VIII, as the general partner of DP VIII and DP VIII A, may be deemed to indirectly beneficially own the securities that are directly beneficially owned by DP VIII and DP VIII A.
 
 
DA directly beneficially owns 6,250 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.
 
(b)
The managing members of OPSA VIII may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer that are beneficially owned by DP VIII and DP VIII A.  The managing members of DA may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer that are beneficially owned by DA.  Each of the managing members of OPSA VIII and DA disclaims beneficial ownership of all securities other than those he or she owns directly, if any, or by virtue of his or her indirect pro rata interest, as a managing member of OPSA VIII and/or DA, in the securities owned by DP VIII, DP VIII A and/or DA.
 
(c)
Not Applicable.
 
(d)
Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of Common Stock owned by the Reporting Persons.
 
(e)
Not applicable.
 


 
6

 
 
CUSIP No. 26658A107

 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not Applicable.
 

 
Item 7.                      Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement

 
7

 

 
CUSIP No. 26658A107
SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  August 1, 2012

 
DOMAIN PARTNERS VIII, L.P.
 
 
By:
One Palmer Square Associates VIII, LLC, General Partner
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 
 
DP VIII ASSOCIATES, L.P.
 
 
By:
One Palmer Square Associates VIII, LLC, General Partner
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 
 
DOMAIN ASSOCIATES, LLC
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member




 
8

 

CUSIP No. 26658A107
Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13D
______________________________

The undersigned hereby agree that the statement on Schedule 13D, and any amendments thereto, to which this Agreement is annexed as Exhibit A is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated:  August 1, 2012

 
DOMAIN PARTNERS VIII, L.P.
 
 
By:
One Palmer Square Associates VIII, LLC, General Partner
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 
 
DP VIII ASSOCIATES, L.P.
 
 
By:
One Palmer Square Associates VIII, LLC, General Partner
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 
 
DOMAIN ASSOCIATES, LLC
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 

9