-----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, JHzbSV09dk9rrfJDdPWg41yw9x837M2+ZJkWOJRm4hq/B3FybWv/Bf8YZz+2phLa FX/VonucbBrpG2RQU+GVUw== 0001012870-97-001703.txt : 19970912 0001012870-97-001703.hdr.sgml : 19970912 ACCESSION NUMBER: 0001012870-97-001703 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970905 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERAPEUTIC DISCOVERY CORP CENTRAL INDEX KEY: 0000899753 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943173191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45501 FILM NUMBER: 97675616 BUSINESS ADDRESS: STREET 1: 1375 CALIFORNIA AVENUE STREET 2: P O BOX 10051 CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4154968203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALZA CORP CENTRAL INDEX KEY: 0000004310 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770142070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 950 PAGE MILL RD STREET 2: PO BOX 10950 CITY: PALO ALTO STATE: CA ZIP: 94303-0802 BUSINESS PHONE: 4154945000 MAIL ADDRESS: STREET 1: 950 PAGE MILL RD STREET 2: PO BOX 10950 CITY: PALO ALTO STATE: CA ZIP: 94303 SC 13D/A 1 SCHEDULE 13D/A-1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Therapeutic Discovery Corporation --------------------------------- (Name of Issuer) Class A Common Stock, Par Value $0.01 ------------------------------------- (Title of Class of Securities) 883376105 --------- CUSIP Number Peter D. Staple, Esq. ALZA Corporation 950 Page Mill Road Palo Alto, California 94303 (650) 494-5000 With a copy to: Sarah A. O'Dowd, Esq. Heller, Ehrman, White & McAuliffe 525 University Avenue Palo Alto, California 94301 (650) 324-7000 ------------------------------------------------------ (Name, address and telephone number of person authorized to receive notices and communications) August 25, 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: [_] 2 CUSIP No. 883376105 1) Name of Reporting Persons: S.S. or I.R.S Identification No. of above person ALZA Corporation I.R.S. Identification No. 77-0142070 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [_] ------------------------------------------------------------------ (b) [_] ------------------------------------------------------------------ - -------------------------------------------------------------------------------- 3) SEC Use Only -------------------------------------------------------------- - -------------------------------------------------------------------------------- 4) Source of Funds: 00 - -------------------------------------------------------------------------------- 5) [_] Check 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 100 Shares of Class B Common Stock ----------------------------------------------------------- Number of Shares 8) Shared Voting Power Beneficially 7,734,424 Shares of Class A Common Stock Owned by Each ----------------------------------------------------------- Reporting Person With 9) Sole Dispositive Power 100 Shares of Class B Common Stock ----------------------------------------------------------- 10) Shared Dispositive Power 7,734,424 Shares of Class A Common Stock ----------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,734,424 Shares of Class A Common Stock and 100 Shares of Class B Common Stock - -------------------------------------------------------------------------------- 12) [_] Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -------------------------------------------------------------------------------- 13) Percent of Class Represented by amount in Row (11): 100.0% (See response to Item 3) - -------------------------------------------------------------------------------- 14) Type of Reporting Person CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer. ------------------- This statement constitutes Amendment No. 1 to the Statement on Schedule 13D, dated June 22, 1993, relating to shares of Class A Common Stock, $.01 par value per share (the "Class A Common Stock") of Therapeutic Discovery Corporation, a Delaware corporation ("TDC"). The principal executive office of TDC is located at 1454 Page Mill Road, Palo Alto, CA 94303-0806. Unless otherwise indicated, all capitalized terms not otherwise defined herein shall have the same meanings as those set forth in the initial Schedule 13D. The exact title of the class of security which is the subject of this filing is Class A Common Stock, par value $0.01, of TDC. The number of shares of Class A Common Stock outstanding as of August 25, 1997, the most recent practicable date, is 7,734,424. As of that date, there were also options to purchase 395,000 shares of Class A Common Stock immediately exercisable. The approximate number of holders of record of such Class A Common Stock as of August 25, 1997, the most recent practicable date, is 5,604. The reporting person, ALZA Corporation, a Delaware corporation, ("ALZA") is filing this Amendment No. 1 on Schedule 13D because, on August 25, 1997, it exercised the Purchase Option to acquire all of the outstanding Class A Common Stock pursuant to TDC's Restated Certificate of Incorporation, as filed with the Secretary of State for the State of Delaware on April 1, 1993 (the "Restated Certificate"), on the terms and subject to the conditions set forth in the Restated Certificate. Item 2. Identity and Background. ----------------------- This filing is being made by ALZA. Its principal business is pharmaceutical research and development and the commercialization of pharmaceutical products. The address of its principal executive offices are 950 Page Mill Road, Palo Alto, CA 94303-0802 (i) During the last five years, ALZA has not been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors). During the last five years, ALZA 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 by decree or final order enjoining further violations of, or prohibiting activities, subject to, federal or state securities laws or finding any violation of such laws. 3 (ii) The following information is given with respect to the executive officers and directors of ALZA: (a) Dr. Alejandro Zaffaroni, Director, Founder and Co-Chairman Business Address: ---------------- 950 Page Mill Road P.O. Box 10950 Palo Alto, CA 94303-0802 Principal Occupation: Director and Co-Chairman of ALZA; Director -------------------- of Affymetrix, Inc.; Chairman of the Board and Chief Financial Officer of Symyx Technologies Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- (b) Dr. Ernest Mario, Director, Co-Chairman and Chief Executive Officer Business Address: ---------------- 950 Page Mill Road P. O. Box 10950 Palo Alto, CA 94303-0802 Principal Occupation: Chief Executive Officer of ALZA -------------------- Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- (c) William G. Davis, Director Business Address: ---------------- 3532 Bay Road, South Drive Indianapolis, Indiana 46240 Principal Occupation: Independent Business Consultant; President -------------------- (Retired), Medical Instruments Systems Division, Eli Lilly and Company, a pharmaceutical company Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- 4 (d) Dr. William R. Brody, Director Business Address: ---------------- 3400 North Charles Street 242 Garland Hall Baltimore, Maryland 21218 Principal Occupation: President of The John Hopkins -------------------- University, a healthcare and educational institution Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- (e) Robert J. Glaser, M.D., Director Business Address: ---------------- 1 Elm Place Atherton, California 94027 Principal Occupation: Director (retired) for Medical Science and -------------------- Trustee, Lucille P. Markey Charitable Trust, a philanthropic foundation supporting basic biomedical research Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- (f) Dean O. Morton, Director Business Address: ---------------- 3200 Hillview Avenue Palo Alto, California 94304 Principal Occupation: Executive Vice President and Chief -------------------- Operating Officer (Retired), Hewlett-Packard Corporation, an electronics company Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- 5 (g) Denise M. O'Leary, Director Business Address: ---------------- c/o Vivra, Inc. 1850 Gateway Drive, Suite 5000 San Mateo, CA 94404 Principal Occupation: Special Limited Partner with Menlo -------------------- Ventures, a venture capital investment company Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- (h) Isaac Stein, Director Business Address: ---------------- 525 University Avenue, Suite 700 Palo Alto, California 94301-1908 Principal Occupation: President, Waverley Associates, Inc., a -------------------- private investment company Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- (i) Julian N. Stern, Director Business Address: ---------------- 525 University Avenue, Suite 1100 Palo Alto, California 94301-1908 Principal Occupation: Partner, Heller Ehrman White & McAuliffe, -------------------- a law firm Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- 6 (j) Bruce C. Cozadd, Senior Vice President and Chief Financial Officer Business Address: ---------------- 950 Page Mill Road P. O. Box 10950 Palo Alto, CA 94303-0802 Principal Occupation: Senior Vice President and Chief Financial -------------------- Officer of ALZA Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- (k) Dr. Felix Theeuwes, President, New Ventures and Chief Scientist Business Address: ---------------- 950 Page Mill Road P.O. Box 10950 Palo Alto, California 94303-0802 Principal Occupation: President, New Ventures and Chief -------------------- Scientist of ALZA Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: Belgium ----------- (l) Dr. Samuel R. Saks, Senior Vice President, Medical Affairs Business Address: ---------------- 950 Page Mill Road P.O. Box 10950 Palo Alto, California 94303-0802 Principal Occupation: Senior Vice President, Medical Affairs -------------------- of ALZA Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- 7 (m) Dr. Gary V. Fulscher, Senior Vice President, Operations Business Address: ---------------- 950 Page Mill Road P.O. Box 10950 Palo Alto, California 94303-0802 Principal Occupation: Senior Vice President, Operations of ALZA -------------------- Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- (n) Peter D. Staple, Senior Vice President and General Counsel Business Address: ---------------- 950 Page Mill Road P.O. Box 10950 Palo Alto, California 94303-0802 Principal Occupation: Senior Vice President and General Counsel -------------------- of ALZA Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- (o) Dr. James W. Young, Senior Vice President, Research and Development Business Address: ---------------- 950 Page Mill Road P.O. Box 10950 Palo Alto, California 94303-0802 Principal Occupation: Senior Vice President, Research and -------------------- Development of ALZA Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- 8 (p) James Butler, Senior Vice President, Sales and Marketing Business Address: ---------------- 950 Page Mill Road P.O. Box 10950 Palo Alto, California 94303-0802 Principal Occupation: Senior Vice President, Sales and Marketing -------------------- of ALZA Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- (q) Harold Fethe, Vice President, Human Resources Business Address: ---------------- 950 Page Mill Road P.O. Box 10950 Palo Alto, California 94303-0802 Principal Occupation: Vice President, Human Resources of ALZA -------------------- Criminal Convictions During Preceding Five Years: None ------------------------------------------------ Judgments, Decrees or Orders Under Federal or State Securities -------------------------------------------------------------- Laws During Preceding Five Years: None -------------------------------- Citizenship: United States ----------- Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The total consideration for the purchase by ALZA of the Class A Common Stock is $100 million. The source of these funds is ALZA's cash, cash equivalents and marketable securities. Item 4. Purpose of Transaction. ---------------------- The purpose of this transaction is to acquire the rights to all products and product candidates developed or under development by ALZA and TDC pursuant to the Development Agreement dated March 10, 1993 between ALZA and TDC. ALZA believes that it is in the best interests of ALZA and ALZA's stockholders to exercise the Purchase Option at this time. ALZA will be replacing TDC's directors with employees of ALZA. The transaction reported herein will cause TDC to become a wholly-owned subsidiary of ALZA. TDC will be de-listed from the Nasdaq National Market and will have its public reporting obligations suspended. 9 Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of August 25, 1997, ALZA has exercised the Purchase Option to acquire 7,734,424 shares of Class A Common Stock and owns 100 shares of Class B Common Stock of TDC. As of August 25, 1997, no shares of Class A Common Stock of TDC are beneficially owned by any other person named in Item 2 except as set out on the following table:
Sole Power to Shared Power to Name Position Vote and Dispose Vote and Dispose ---- -------- ---------------- ---------------- Cozadd, Bruce C. Senior Vice President and Chief Financial Officer of ALZA 15 Fethe, Harold Vice President, Human Resources of ALZA 3,304 Fulscher, Dr. Gary V. Senior Vice President, Operations of ALZA 4,489 4,693 Stern, Julian N. Director and Secretary of ALZA 9,393 Theeuwes, Dr. Felix President, New Ventures and Chief Scientist of ALZA 413 17,064 Zaffaroni, Dr. Alejandro Co-Chairman of the Board and Founder of ALZA 95,594
As of December 31, 1996 ALZA's 401(k) tax deferral investment plan owned 18,902 shares of Class A Common Stock for the accounts of certain ALZA employees. The employees direct the investment of these accounts. Some of the shares reported as shared power to vote and dispose in the table above are included in the foregoing amount. (b) As above. (c) None. (d) Not applicable. (e) Not applicable. 10 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- Article FIFTH of the Restated Certificate provides ALZA with the Purchase Option. The Purchase Option provides that ALZA may purchase all, but not less than all, of the issued and outstanding Class A Common Stock at any time prior to the earlier of: (i) 60 days after the later of (a) the date of filing with the Securities and Exchange Commission or (b) the due date of TDC's Form 10-K or Form 10-Q containing a balance sheet showing that TDC has less than an aggregate of $5 million in cash, cash equivalents, and short-term and long-term investments, or (ii) December 31, 1999 (subject to certain extension rights not applicable in the circumstances). ALZA may exercise the Purchase Option at any time prior to such expiration date by mailing an exercise notice to TDC. This exercise notice must identify certain information, including a closing date for the purchase and the exercise price and form of consideration to be paid to TDC stockholders. The closing date must be within 90 days of the exercise date but may be extended by ALZA in certain circumstances outlined in the Restated Certificate, such as the need for regulatory clearance. ALZA exercised the Purchase Option by providing the foregoing exercise notice to TDC on August 25, 1997. The closing date has been set for September 29, 1997 (the "Closing Date"). From the date of exercise of the Purchase Option until the Closing Date, TDC is prohibited by the terms of the Restated Certificate from engaging in any extraordinary corporate activity without the prior written consent of ALZA. Article FOURTH of the Restated Certificate provides that as soon as ALZA exercises the Purchase Option, TDC's board shall cease to be classified, the number of authorized TDC directors shall be increased in accordance with a formula set forth in the Restated Certificate and the holders of TDC's Class B Common Stock (currently ALZA) shall have the sole right to appoint the directors thereafter. Within 15 days after the mailing of the exercise notice to TDC, TDC must provide ALZA with a status statement containing certain financial information. This financial information includes all actual and contingent liabilities of TDC. ALZA then may reduce the exercise price by the amount of such liabilities. It is not anticipated that any reduction will occur in the current circumstances of this transaction. ALZA must designate a payment agent who will distribute the exercise price to the TDC stockholders. ALZA must also deposit both the exercise price, and irrevocable instructions to pay the exercise price to TDC stockholders of record as of the close of business on the Closing Date, with the payment agent on or prior to the Closing Date. ALZA has designated Boston EquiServe, L.P., as payment agent (the "Payment Agent"). On the Closing Date, title to the Class A Common Stock will automatically transfer to and vest in ALZA without further act of any person. The Payment Agent will then disburse the exercise price to TDC stockholders upon tender of stock certificates to 11 the Payment Agent or, if the Class A Common Stock is held in a brokerage account, that account will be credited with such amount. Item 7. Exhibits. -------- 7.1 Restated Certificate of Incorporation of Therapeutic Discovery Corporation as filed with the Delaware Secretary of State on April 1, 1993 (incorporated by reference from Exhibit 7.1 of Schedule 13D filed by ALZA Corporation in paper format on June 22, 1993 and electronically on September 4, 1997) SIGNATURE After due 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. September 4, 1997 ALZA CORPORATION By: /s/ PETER D. STAPLE ------------------------------- Peter D. Staple Senior Vice President and General Counsel 12 -----END PRIVACY-ENHANCED MESSAGE-----