-----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, OtD0BN7Z2cceWyRBB0RMTrMlrr521DeqyRnpnlSB7pDP47Kudh3BGwIHVS2jLTun Y5OtYOxXbsGyiBb+38WxEA== 0000104669-96-000007.txt : 19960524 0000104669-96-000007.hdr.sgml : 19960524 ACCESSION NUMBER: 0000104669-96-000007 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960523 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONYX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001012140 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943154463 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45955 FILM NUMBER: 96571609 BUSINESS ADDRESS: STREET 1: 3031 RESEARCH DR STREET 2: BLDG A CITY: RICHMOND STATE: CA ZIP: 94806 BUSINESS PHONE: 5102229700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARNER LAMBERT CO CENTRAL INDEX KEY: 0000104669 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221598912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 TABOR RD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 BUSINESS PHONE: 2015402000 FORMER COMPANY: FORMER CONFORMED NAME: WARNER LAMBERT PHARMACEUTICAL CO DATE OF NAME CHANGE: 19701230 SC 13D 1 OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response. . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. ___)* Onyx Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 683399 10 9 (CUSIP Number) Gregory L. Johnson Vice President and General Counsel Warner-Lambert Company 201 Tabor Road Morris Plains, New Jersey 07950 Phone No: (201) 540-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 9, 1996 (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 Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). SCHEDULE 13D CUSIP No. 683399 10 9 Page 2 of 4 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WARNER-LAMBERT COMPANY 22-1598912 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 464,796 8 SHARED VOTING POWER - -0- 9 SOLE DISPOSITIVE POWER 464,796 10 SHARED DISPOSITIVE POWER - -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,796 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 4 SCHEDULE 13D RELATING TO THE ACQUISITION BY WARNER-LAMBERT COMPANY OF SECURITIES OF ONYX PHARMACEUTICALS, INC. Item 1. Security and Issuer This statement relates to the Common Stock, par value $0.001 (the "Securities"), of Onyx Pharmaceuticals, Inc., incorporated in California in 1992 and reincorporated in Delaware in 1996 (the "Issuer"). The address of the Issuer's principal executive offices is 3031 Research Drive, Richmond, California 94806. Item 2. Identity and Background (a) - (c) The name of the person filing this statement is Warner-Lambert Company (the "Purchaser"). The Purchaser is a Delaware corporation. The Purchaser is a major worldwide provider of health care and consumer products. The address of the Purchaser's principal business and principal office is 201 Tabor Road, Morris Plains, NJ 07950. (d) See 1995 Form 10-K Item 3. Legal Proceedings for discussion of Warner-Lambert's consent decree with the FDA. (e) During the last five years, the Purchaser has not been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting activities subject to, Federal or state securities laws or finding any violation of such laws. (f) N/A Item 3. Source and Amount of Funds or Other Consideration. The source of funds used in purchasing the Securities is working capital of the Purchaser. The amount of such funds is $6,999,993.67. Item 4. Purpose of Transaction During May 1995, the Purchaser and the Issuer entered into a Collaboration Agreement (the "Agreement"). Pursuant to the Agreement, Purchaser made a $3.0 million equity investment in the Issuer in May 1995 and made a $4.0 million equity investment in the Issuer in May 1996. The purpose of the acquisition of Securities is for the Purchaser to obtain an initial equity position in the Issuer. The Purchaser will from time to time assess its investment in the Issuer and may (i) seek to acquire additional shares of the Issuer's securities in privately negotiated transactions or through purchases on the open market or (ii) dispose of some or all of its Securities. Page 4 of 4 (a) Pursuant to the Agreement, the Purchaser has agreed to make an additional equity investment in the Issuer of $3.33 million in May 1997 for the purchase of 192,941 shares of Common Stock of the Issuer for a price of $17.28 per share. Such purchase is conditional upon the continuing existence of the Agreement. (b) - (j) N/A Item 5. Interest in Securities of the Issuer. (a) The Purchaser has purchased 464,796 shares of the Securities, representing approximately 5.1% of such Securities outstanding. (b) The Purchaser has sole power to vote and direct the disposition of Securities referred to in Item 5(a). (c) - (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits. N/A Signature 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. Date Signature Name/Title -----END PRIVACY-ENHANCED MESSAGE-----