-----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, Ru1tK8b+5yeAe2WEJBGY5A6S12QeNO7NPLNxACxm2e+ILFfFKW9F2b3NRiNhwiyY g90NPyOXBLExL9Rj2ss1vA== 0000086312-04-000002.txt : 20040331 0000086312-04-000002.hdr.sgml : 20040331 20040331172028 ACCESSION NUMBER: 0000086312-04-000002 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040331 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SANTARUS INC CENTRAL INDEX KEY: 0001172480 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330734433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10590 W OCEAN AIR DR STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8583145700 MAIL ADDRESS: STREET 1: 10590 W OCEAN AIR DRIVE STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ST PAUL VENTURE CAPITAL INC CENTRAL INDEX KEY: 0001284739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50651 FILM NUMBER: 04706932 MAIL ADDRESS: STREET 1: 10400 VIKING DR STE 550 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO CENTRAL INDEX KEY: 0000316747 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50651 FILM NUMBER: 04706933 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: ST PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6153105458 FORMER NAME: FORMER CONFORMED NAME: SAINT PAUL FIRE & MARINE INSURANCE CO DATE OF NAME CHANGE: 19600201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ST PAUL COMPANIES INC /MN/ CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50651 FILM NUMBER: 04706935 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER NAME: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 FORMER NAME: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 FORMER NAME: FORMER CONFORMED NAME: SAINT PAUL COMPANIES INC DATE OF NAME CHANGE: 19900730 3 1 primary_doc.xml PRIMARY DOCUMENT X0201 3 2004-03-31 0 0001172480 SANTARUS INC SNTS 0000086312 ST PAUL COMPANIES INC /MN/ 385 WASHINGTON STREET ST. PAUL MN 55102 0 0 1 0 0000316747 ST PAUL FIRE & MARINE INSURANCE CO 385 WASHINGTON STREET ST. PAUL MN 55102 0 0 1 0 0001284739 ST PAUL VENTURE CAPITAL INC 10400 VIKING DR STE 550 EDEN PRAIRIE MN 55344 0 0 1 0 Common Stock 4285 I see footnote Common Stock 14285 I see footnote Series B Convertible Preferred Stock Common Stock 21323 I see footnote Series B Convertible Preferred Stock Common Stock 754103 I see footnote Series C Convertible Preferred Stock Common Stock 143949 I see footnote Series C Convertible Preferred Stock Warrant (right to buy) 6.0386 2001-02-28 2006-05-01 Common Stock 28315 I see footnote Series D Convertible Preferred Stock Common Stock 2275312 I see footnote Series C Convertible Preferred Stock Common Stock 315694 I see footnote Series C Convertible Preferred Stock Warrant (right to buy) 6.0386 2001-02-28 2006-05-01 Common Stock 16560 I see footnote Series D Convertible Preferred Stock Common Stock 227531 I see footnote Series A Convertible Preferred Stock Common Stock 7142 I see footnote Series B Convertible Preferred Stock Common Stock 214285 I see footnote Series C Convertible Preferred Stock Common Stock 57421 I see footnote Series C Convertible Preferred Stock Common Stock 110401 I see footnote Series D Convertible Preferred Stock Common Stock 227531 I see footnote See Exhibit 99.2 for footnote disclosure See Exhibit 99.2 for footnote disclosure See Exhibit 99.2 for footnote disclosure See Exhibit 99.2 for footnote disclosure See Exhibit 99.2 for footnote disclosure See Exhibit 99.2 for footnote disclosure See Exhibit 99.2 for footnote disclosure See Exhibit 99.2 for footnote disclosure See Exhibit 99.2 for footnote disclosure See Exhibit 99.2 for footnote disclosure See Exhibit 99.2 for footnote disclosure See Exhibit 99.1 for joint filer information See Exhibit 99.2 for footnote disclosure /s/ Bruce A. Backberg, Senior Vice President 2004-03-31 EX-99.1 3 exh_99-1.txt JOINT FILER INFORMATION Form 3 Exhibit 99.1 - Joint Filer Information Name: St. Paul Fire and Marine Insurance Company Address: 385 Washington Street St. Paul, MN 55102 Designated Filer: The St. Paul Companies, Inc. Issuer & Trading Symbol: Santarus, Inc. (SNTS) Date of Event Requiring Statement: 3/30/2004 Signature: By: /s/ Steven L.P. Schwen Its: Authorized Representative Name: St. Paul Venture Capital, Inc. Address: 10400 Viking Drive, Suite 550 Eden Prairie, MN 55344 Designated Filer: The St. Paul Companies, Inc. Issuer & Trading Symbol: Santarus, Inc. (SNTS) Date of Event Requiring Statement: 3/30/2004 Signature: By: /s/ Steven L.P. Schwen Its: Chief Financial Officer EX-99.2 4 exh_99-2.txt FOOTNOTES Form 3 Exhibit 99.2 - Footnote Disclosure (1) Represents securities held directly by St. Paul Venture Capital VI, LLC, which is managed by St. Paul Venture Capital, Inc. St. Paul Venture Capital, Inc. has delegated to a four-member investment committee voting and investment power over the shares which it manages. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Companies, Inc., has appointed a majority of the members of the board of directors of St. Paul Venture Capital, Inc. and the board of directors of St. Paul Venture Capital VI, LLC, and owns a controlling interest of St. Paul Venture Capital VI, LLC. The St. Paul Companies, Inc. owns a controlling interest of St. Paul Venture Capital, Inc. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (2) Represents securities held directly by Windamere, LLC. Voting and investment power over the shares are generally held by the managing member of Windamere, LLC; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Windamere, LLC. St. Paul Venture Capital, Inc. has appointed a majority of the members of the board of directors of Windamere, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Companies, Inc., has appointed a majority of the members of the board of directors of St. Paul Venture Capital, Inc. The St. Paul Companies, Inc. owns a controlling interest of St. Paul Venture Capital, Inc. St. Paul Fire and Marine Insurance Company owns a controlling interest of Windamere, LLC. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (3) Each share of Series A, Series B and Series D Convertible Preferred Stock automatically converts into approximately 0.2857 shares of Common Stock upon the closing of the Issuer's initial public offering, and each share of Series C Convertible Preferred Stock automatically converts into approximately 0.4024 shares of Common Stock upon the closing of the Issuer's initial public offering. Each share of Series A, Series B, Series C and Series D Convertible Preferred Stock is also convertible at any time at the option of the holder. (4) Represents securities held directly by St. Paul Venture Capital Affiliates Fund I, LLC, which is managed by St. Paul Venture Capital, Inc. St. Paul Venture Capital, Inc. has delegated to a four-member investment committee voting and investment power over the shares which it manages. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Companies, Inc., has appointed a majority of the members of the board of directors of St. Paul Venture Capital, Inc. The St. Paul Companies, Inc. owns a controlling interest of St. Paul Venture Capital, Inc. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (5) Represents securities held directly by St. Paul Venture Capital IV, LLC, which is managed by St. Paul Venture Capital, Inc. St. Paul Venture Capital, Inc. has delegated to a four-member investment committee voting and investment power over the shares which it manages. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Companies, Inc., has appointed a majority of the members of the board of directors of St. Paul Venture Capital, Inc. and the board of directors of St. Paul Venture Capital IV, LLC, and owns a controlling interest of St. Paul Venture Capital IV, LLC. The St. Paul Companies, Inc. owns a controlling interest St. Paul Venture Capital, Inc. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (6) Represents securities held directly by St. Paul Venture Capital V, LLC, which is managed by St. Paul Venture Capital, Inc. St. Paul Venture Capital, Inc. has delegated to a four-member investment committee voting and investment power over the shares which it manages. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Companies, Inc., has appointed a majority of the members of the board of directors of St. Paul Venture Capital, Inc. and the board of directors of St. Paul Venture Capital V, LLC, and owns a controlling interest of St. Paul Venture Capital V, LLC. The St. Paul Companies, Inc. owns a controlling interest St. Paul Venture Capital, Inc. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (7) Currently exercisable as to 70,368 shares of Series C Convertible Preferred Stock at an exercise price of $2.43, upon the closing of the Issuer's initial public offering, the Warrant will be exercisable as to 28,315 shares of Common Stock at an exercise price of $6.0386. (8) Represents securities held directly by Fog City Fund, LLC. Voting and investment power over the shares are generally held by the managing member of Fog City Fund, LLC; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Fog City Fund, LLC. St. Paul Venture Capital, Inc. has appointed a majority of the members of the board of directors of Fog City Fund, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Companies, Inc., has appointed a majority of the members of the board of directors of St. Paul Venture Capital, Inc. The St. Paul Companies, Inc. owns a controlling interest St. Paul Venture Capital, Inc. St. Paul Fire and Marine Insurance Company owns a controlling interest of Fog City Fund, LLC. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (9) Currently exercisable as to 41,152 shares of Series C Convertible Preferred Stock at an exercise price of $2.43, upon the closing of the Issuer's initial public offering, the Warrant will be exercisable as to 16,560 shares of Common Stock at an exercise price of $6.0386. (10) Represents securities held directly by Windamere II, LLC. Voting and investment power over the shares are generally held by the managing member of Windamere II, LLC; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Windamere II, LLC. St. Paul Venture Capital, Inc. has appointed a majority of the members of the board of directors of Windamere II, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Companies, Inc., has appointed a majority of the members of the board of directors of St. Paul Venture Capital, Inc. The St. Paul Companies, Inc. owns a controlling interest St. Paul Venture Capital, Inc. St. Paul Fire and Marine Insurance Company owns a controlling interest of Windamere II, LLC. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (11) Represents securities held directly by Windamere III, LLC. Voting and investment power over the shares are generally held by the managing member of Windamere III, LLC; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Windamere III, LLC. St. Paul Venture Capital, Inc. has appointed a majority of the members of the board of directors of Windamere III, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Companies, Inc., has appointed a majority of the members of the board of directors of St. Paul Venture Capital, Inc. The St. Paul Companies, Inc. owns a controlling interest St. Paul Venture Capital, Inc. St. Paul Fire and Marine Insurance Company owns a controlling interest of Windamere III, LLC. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of St. Paul Venture Capital, Inc., St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. -----END PRIVACY-ENHANCED MESSAGE-----