-----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, QT1HwMLoIIhNXsnOvjKFTKxwgqbN3uzAuai7oKxieWtoeoLIuKN8bjQaqohsOg86 z8AzLdGJkUNY88p4hpku8A== 0000104669-97-000005.txt : 19970702 0000104669-97-000005.hdr.sgml : 19970702 ACCESSION NUMBER: 0000104669-97-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970701 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45955 FILM NUMBER: 97633764 BUSINESS ADDRESS: STREET 1: 3031 RESEARCH DR STREET 2: BLDG A CITY: RICHMOND STATE: CA ZIP: 94806 BUSINESS PHONE: 5102229700 MAIL ADDRESS: STREET 1: 3031 RESEARCH DRIVE STREET 2: 3031 RESEARCH DRIVE CITY: RICHMOND STATE: CA ZIP: 94806 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/A 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/A 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. 1)* 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: (973) 540-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 2, 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 Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (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 3 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) [X] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 657,737 8 SHARED VOTING POWER - -0- 9 SOLE DISPOSITIVE POWER 657,737 10 SHARED DISPOSITIVE POWER - -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 657,737 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% 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 3 pages This Amendment No. 1 to the Statement on Schedule 13D dated May 9, 1996 filed by Warner-Lambert Company (the "Purchaser") with respect to shares of Common Stock, par value $0.001 (the "Securities") of Onyx Pharmaceuticals, Inc. (the "Issuer") amends such Statement as follows: 1. Item 2(d) is hereby restated as follows: On November 28, 1995, Warner-Lambert waived indictment and pled guilty in the United States District Court of Maryland to a one count information charging failure in 1991 to file certain reports with the U.S. Food and Drug Administration of drug stability failures on distributed batches of the drug Dilantin (R). Warner-Lambert agreed to pay a fine of $10 million. 2. Item 3 is amending by adding the following at the end thereof: The source of funds used in purchasing the Securities on May 2, 1997 is the working capital of the Purchaser. The amount of such funds is $3,333,332.20. 3. Item 5(a) is restated as follows: Pursuant to the Agreement with the Issuer, the Purchaser has purchased an additional 192,941 shares of the Securities. The Purchaser currently owns 657,737 shares of Common Stock of the Issuer, representing approximately 6.7% of such Securities outstanding. 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: July 1, 1997 /s/Rae Paltiel Secretary Warner-Lambert Company -----END PRIVACY-ENHANCED MESSAGE-----