-----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, Hen9jDM/HIc+6+hkUEdqqQofeJcwK1VEUv16/N/tc1LHzE+8NOX0giR8FvMHP/Cv quR26VY59UsnmTTNHMShCw== 0000950142-04-002633.txt : 20040727 0000950142-04-002633.hdr.sgml : 20040727 20040723143554 ACCESSION NUMBER: 0000950142-04-002633 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040723 FILED AS OF DATE: 20040723 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUXILIUM PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001182129 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] BUSINESS ADDRESS: STREET 1: 160 WEST GERMANTOWN PIKE STREET 2: SUITE D-5 CITY: NORRISTOWN STATE: PA ZIP: 19401 BUSINESS PHONE: 610-239-8850 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50855 FILM NUMBER: 04928748 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50855 FILM NUMBER: 04928749 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 3 1 form3-sfm072104_auxlex.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP X0202 3 2004-07-23 0 0001182129 AUXILIUM PHARMACEUTICALS INC AUXL 0001029160 SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0000900203 SOROS GEORGE 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 Common Stock, par value $0.01 per share 82793 I See footnote Series B Convertible Preferred Stock Common Stock 2080000 I See footnote Series C Convertible Preferred Stock Common Stock 546666 I See footnote Series D Convertible Preferred Stock Common Stock 505855 I See footnote Warrants to Purchase Series D Convertible Preferred Stock 1.125 2010-10-30 Series D Convertible Preferred Stock 759543 I See footnote Options to Purchase Common Stock 3.125 2011-12-05 Common Stock 4000 I See footnote Options to Purchase Common Stock 3.75 2012-12-10 Common Stock 10000 I See footnote Options to Purchase Common Stock 3.75 2013-01-01 Common Stock 13000 I See footnote Options to Purchase Common Stock 4.50 2013-12-15 Common Stock 5000 I See footnote These securities are held for the account of Perseus-Soros BioPharmaceutical Fund, L.P. ("Perseus-Soros"). Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"), is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners"), and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. SFM AH LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation. The sole managing member of SFM AH is Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"). Mr. George Soros serves as Chairman of SFM LLC. All of the outstanding shares of the Issuer's Series B Convertible Preferred Stock will automatically convert on a 5-for-1 basis into common stock immediately prior to the Issuer's initial public offering. All of the outstanding shares of the Issuer's Series C Convertible Preferred Stock will automatically convert on a 5-for-1 basis into common stock immediately prior to the Issuer's initial public offering. All of the outstanding shares of the Issuer's Series D Convertible Preferred Stock will automatically convert on a 5-for-1 basis into common stock immediately prior to the Issuer's initial public offering. Upon the closing of the Issuer's initial public offering, these warrants will represent the right to purchase 151,908 shares of common stock at an exercise price of $5.625. Represents director options to purchase 2,000 shares of common stock held by Christopher Earl and director options to purchase 2,000 shares of common stock held by Dennis J. Purcell. These options have an exercise price of $3.125 per share. Mr. Earl's options are fully vested. Mr. Purcell's options were issued on December 5, 2001 and one-quarter of such options vest on each anniversary of the grant date. These options are held for the benefit of an entity which may be deemed to be affiliated with SFM LLC. Mr. Soros serves as chairman of SFM LLC. Represents director options to purchase 5,000 shares of common stock held by Christopher Earl and options to purchase 5,000 shares of common stock held by Dennis J. Purcell. These options have an exercise price of $3.75 per share. All of these options are fully vested. These options are held for the benefit of an entity which may be deemed to be affiliated with SMF LLC. Mr. Soros serves as Chairman of SFM LLC. Represents director options to purchase 5,000 shares of common stock held by Christopher Earl and options to purchase 8000 shares of common stock held by Dennis J. Purcell. These options have an exercise price of $3.75 per share. All of these options are fully vested. These options are held for the benefit of an entity which may be deemed to be affiliated with SFM LLC. Mr. Soros serves as Chairman of SFM LLC. Represents director options to purchase 5,000 shares of common stock held by Dennis J. Purcell. These options have an exercise price of $4.50 per share. Mr. Purcell's options were issued on December 15, 2003 and vest in full on the one year anniversary of the grant date. These options are held for the benefit of an entity which may be deemed to be affiliated with SFM LLC. Mr. Soros serves as Chairman of SFM LLC. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), SFM LLC and Mr. Soros may be deemed to be the beneficial owners of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that SFM LLC or Mr. Soros are, for purposes of Section 16 of the Act or otherwise, the beneficial owners of any securities reported herein in excess of such amount. Exhibit List EX 24-1 Power of Attorney of George Soros /s/ Jodye M. Anzalotta, Assistant General Counsel 2004-07-23 /s/ Jodye M. Anzalotta, Attorney-in-Fact for George Soros 2004-07-23 EX-24 2 ex24-1form4sfm072204.txt POWER OF ATTORNEY EXHIBIT 24.1 ------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of Armando T. Belly, Jodye Anzalotta, JOHN F. BROWN, Maryann Canfield, Richard D. Holahan, Jr. and Robert Soros acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("DOCUMENTS") TO be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts, or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Commodities Exchange Act and the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. Execution of this power of attorney revokes that certain Power of Attorney dated as of the 15th day of January 2002 with respect to the same matters addressed above. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 30th day of October, 2002. /s/ George Soros ---------------------- George Soros -----END PRIVACY-ENHANCED MESSAGE-----