SC 13D 1 a2063259zsc13d.htm 13D Prepared by MERRILL CORPORATION


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )1

Autoimmune Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

052776101
(CUSIP Number)

Hope Flack
BVF Partners L.P
227 West Monroe Street, Suite 4800
Chicago, Illinois 60606
(312) 263-7777
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 1, 2001
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following  /x/

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 9 Pages)


    1The 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).




Schedule 13D

CUSIP No. 052776101



1.

 

NAME OF REPORTING PERSON:
Biotechnology Value Fund, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) /x/

 

 

(b) / /


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
Delaware  

NUMBER OF   7.   SOLE VOTING POWER  0
SHARES  
BENEFICIALLY   8.   SHARED VOTING POWER  1,348,029
OWNED BY EACH  
REPORTING   9.   SOLE DISPOSITIVE POWER  0
PERSON WITH  
    10.   SHARED DISPOSITIVE POWER  1,348,029

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,348,029


12.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
    / /


13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%


14.

 

TYPE OF REPORTING PERSON*
    PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

2


Schedule 13D

CUSIP No. 052776101



1.

 

NAME OF REPORTING PERSON:
Biotechnology Value Fund II, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) /x/

 

 

(b) / /


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
Delaware  

NUMBER OF   7.   SOLE VOTING POWER  0
SHARES  
BENEFICIALLY   8.   SHARED VOTING POWER  556,763
OWNED BY EACH  
REPORTING   9.   SOLE DISPOSITIVE POWER  0
PERSON WITH  
    10.   SHARED DISPOSITIVE POWER  556,763

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
556,763


12.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
    / /


13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%


14.

 

TYPE OF REPORTING PERSON*
    PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

3


Schedule 13D

CUSIP No. 052776101



1.

 

NAME OF REPORTING PERSON:
BVF Investments, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) /x/

 

 

(b) / /


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
Delaware  

NUMBER OF   7.   SOLE VOTING POWER  0
SHARES  
BENEFICIALLY   8.   SHARED VOTING POWER  1,312,056
OWNED BY EACH  
REPORTING   9.   SOLE DISPOSITIVE POWER  0
PERSON WITH  
    10.   SHARED DISPOSITIVE POWER  1,312,056

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,312,056


12.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
    / /


13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%


14.

 

TYPE OF REPORTING PERSON*
    OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

4


Schedule 13D

CUSIP No. 052776101



1.

 

NAME OF REPORTING PERSON:
BVF Partners L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) /x/

 

 

(b) / /


3.

 

SEC USE ONLY


4.

 

SOURCE OF FUNDS*
OO


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  

NUMBER OF   7.   SOLE VOTING POWER  0
SHARES  
BENEFICIALLY   8.   SHARED VOTING POWER  3,385,598
OWNED BY EACH  
REPORTING   9.   SOLE DISPOSITIVE POWER  0
PERSON WITH  
    10.   SHARED DISPOSITIVE POWER  3,385,598

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,385,598


12.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
    / /


13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%


14.

 

TYPE OF REPORTING PERSON*
    PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

5


Schedule 13D

CUSIP No. 052776101



1.

 

NAME OF REPORTING PERSON:
BVF Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) /x/

 

 

(b) / /


3.

 

SEC USE ONLY


4.

 

SOURCE OF FUNDS*
OO


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  

NUMBER OF   7.   SOLE VOTING POWER  0
SHARES  
BENEFICIALLY   8.   SHARED VOTING POWER  3,385,598
OWNED BY EACH  
REPORTING   9.   SOLE DISPOSITIVE POWER  0
PERSON WITH  
    10.   SHARED DISPOSITIVE POWER  3,385,598

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,385,598


12.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
    / /


13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%


14.

 

TYPE OF REPORTING PERSON*
    IA, CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

6


ITEM 1. SECURITY AND ISSUER.

    This Statement on Schedule 13D (this "Statement") relates to the Common Stock, par value $0.01 per share (the "Stock"), of Autoimmune Inc., a Delaware corporation ("Autoimmune"). The principal executive office of Autoimmune is located at 1199 Madia Street, Pasadena, California, 91103.

ITEM 2. IDENTITY AND BACKGROUND.

    The persons filing this Statement, the persons enumerated in Instruction C of this Statement and, where applicable, their respective places of organization, principal business, principal office, general partners, managers, directors, executive officers, controlling persons and certain information regarding each of them, are as follows:

        (a) Biotechnology Value Fund, L.P., a Delaware limited partnership ("BVF"), Biotechnology Value Fund II, L.P., a Delaware limited partnership ("BVF2"), BVF Investments L.L.C., a Delaware limited liability company ("Investments"), BVF Partners L.P., a Delaware limited partnership ("Partners") and BVF Inc., a Delaware corporation ("BVF Inc.") specialize in holding biotechnology stocks for investment purposes and, together with Mark N. Lampert, an individual ("Lampert"), are the "Reporting Persons".

        (b) The business address of BVF, BVF2, Investments and Partners is 227 West Monroe Street, Suite 4800, Chicago, Illinois 60606. The business address of BVF Inc. and Lampert is One Sansome Street, 39th Floor, San Francisco, California 94104.

        (c) Partners is the general partner of BVF and BVF2, which are investment limited partnerships. Partners also is the manager of Investments. BVF Inc. is an investment advisor to and general partner of Partners. Lampert is the sole shareholder, sole director and an officer of BVF Inc.

        (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

        (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor, as a result of such proceeding, was or is 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)  Lampert is a citizen of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

    Since September 17, 2001, Partners, in its capacity as (i) general partner of BVF, has purchased on behalf of such limited partnership an aggregate number of 147,820 shares of the Stock for an aggregate consideration of $105,258.60, utilizing funds provided by BVF from its working capital pursuant to the terms of its limited partnership agreement with Partners; (ii) general partner of BVF2, has purchased on behalf of such limited partnership an aggregate number of 69,400 shares of the Stock for an aggregate consideration of $57,416.70, utilizing funds provided by BVF2 from its working capital pursuant to the terms of its limited partnership agreement with Partners; and (iii) manager of Investments, has purchased on behalf of such limited liability company an aggregate number of 161,300 shares of the Stock for an aggregate consideration of $146,620.36 utilizing funds provided by Investments from its working capital pursuant to the terms of its investment advisory agreement with Partners.

7


ITEM 4. PURPOSE OF TRANSACTIONS.

    The sole purpose of the acquisitions of the shares of Stock reported herein is and was for investment. The Reporting Persons did not at the time of such acquisitions of the shares of Stock, and do not presently, have any plan to acquire control of Autoimmune. The Reporting Persons may acquire additional shares of Stock, or dispose of any of their shares of Stock, from time to time.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

        (a) BVF beneficially owns 1,348,029 shares of the Stock, BVF2 beneficially owns 556,763 shares of the Stock, Investments beneficially owns 1,312,056 shares of the Stock and each of Partners and BVF Inc. beneficially owns 3,385,598 shares of the Stock, representing approximately 8.0%, 3.3%, 7.8% and 20.0% respectively, of the aggregate number of shares of common stock outstanding as of July 31, 2001.

        (b) Each of BVF, BVF2 and Investments shares with Partners voting and dispositive power over the shares of the Stock each such entity beneficially owns. Partners and BVF Inc. share voting and dispositive power over the 3,385,598 shares of the Stock they beneficially own with, in addition to BVF, BVF2 and Investments, Investment 10, L.L.C., an Illinois limited liability company ("ILL10") and managed account on whose behalf Partners, as investment advisor, purchased such shares. ILL10 specializes in holding biotechnology stocks for investment purposes and its business address is BVF Partners L.P., 227 West Monroe Street, Suite 4800, Chicago, Illinois 60606.

        (c) Exhibit B attached hereto contains information as to all transactions in the Stock by the Reporting Persons during the last 60 days. All such transactions were made for cash in open market, over-the-counter transactions. No other transactions in the Stock have been effected by the Reporting Persons during the last 60 days.

        (d) ILL10 is entitled to receive dividends and any sale proceeds with respect to shares of the Stock in proportion to its respective ownership interest therein.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

    Partners is the general partner of each of BVF and BVF2 pursuant to limited partnership agreements which authorize Partners, among other things, to invest the funds of BVF and BVF2 in shares of the Stock and to vote, exercise or convert and dispose of such shares. Pursuant to such limited partnership agreements, Partners is entitled to allocations based on assets under management and realized and unrealized gains thereon. Pursuant to the investment advisory agreement with Investments, Partners is authorized, among other things, to invest Investment's funds in shares of the Stock and to vote, exercise or convert and dispose of such shares and is entitled to allocations based on assets under management and realized and unrealized gains thereon. Pursuant to an investment management agreement with ILL10, Partners and BVF Inc. have the authority, among other things, to invest funds of ILL10 in shares of the Stock and to vote, exercise or convert and dispose of such shares. Pursuant to such investment management agreement, Partners and BVF Inc. receive fees based on assets under management and realized and unrealized gains thereon. BVF Inc. is the general partner of Partners and may be deemed to own beneficially securities over which Partners exercises voting and dispositive power.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

    Exhibit A—Agreement Regarding Joint Filing

    Exhibit B—Transactions in the Stock by Reporting Persons during the last 60 days.

8


    After reasonable 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.

    Dated: November 1, 2001

    BIOTECHNOLOGY VALUE FUND, L.P.    

 

 

By:

 

BVF Partners L.P., its general partner

 

 

 

 

By:

 

BVF Inc., its general partner

 

 

 

 

 

 

 

 

By:

 

/s/ 
MARK N. LAMPERT   
Mark N. Lampert
President

 

 

 

 

BIOTECHNOLOGY VALUE FUND II, L.P.

 

 

 

 

By:

 

BVF Partners L.P., its general partner

 

 

 

 

By:

 

BVF Inc., its general partner

 

 

 

 

 

 

 

 

By:

 

/s/ 
MARK N. LAMPERT   
Mark N. Lampert
President

 

 

 

 

BVF INVESTMENTS L.L.C.

 

 

 

 

By:

 

BVF Partners L.P., its manager

 

 

 

 

By:

 

BVF Inc., its general partner

 

 

 

 

 

 

 

 

By:

 

/s/ 
MARK N. LAMPERT   
Mark N. Lampert
President

 

 

 

 

BVF PARTNERS L.P.

 

 

 

 

By:

 

BVF Partners L.P., its general partner

 

 

 

 

By:

 

/s/ 
MARK N. LAMPERT   
Mark N. Lampert
President

 

 

 

 

BVF INC.

 

 

 

 

By:

 

/s/ 
MARK N. LAMPERT   
Mark N. Lampert
President

 

 

9