-----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, AIaOxcolFGMT2TZGSRlRzcP4V5qa4GdOb0Uizj30MN6NUX2lB2wbtNgqLLf7w5oy 5RYtj6oBPNq5u+SNzJ1KkA== 0000950142-04-000481.txt : 20040217 0000950142-04-000481.hdr.sgml : 20040216 20040217163856 ACCESSION NUMBER: 0000950142-04-000481 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040217 GROUP MEMBERS: FRANK H. PEARL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTRABIOTICS PHARMACEUTICALS INC /DE CENTRAL INDEX KEY: 0001103390 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943200380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59411 FILM NUMBER: 04609381 BUSINESS ADDRESS: STREET 1: 1255 TERRA BELLA AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6505266800 MAIL ADDRESS: STREET 1: 1255 TERRA BELLA AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEARL FRANK H CENTRAL INDEX KEY: 0000927752 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2099 PENNSYLVANIA AVENUE NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2024520101 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVENUE NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20003 SC 13G/A 1 sc13ga1-intrabiotics.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INTRABIOTICS PHARMACEUTICALS, INC. ---------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE --------------------------------------- (Title of Class of Securities) 46116T100 --------- (CUSIP Number) DECEMBER 31, 2003 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) *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 reminder 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). CUSIP NO. 46116T100 Schedule 13G Page 2 of 7 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identifica- tion No. of Above Person Frank H. Pearl (in the capacity described herein) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box (a) [_] if a Member of a Group (b) [X] - -------------------------------------------------------------------------------- 3. S.E.C. Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power 0 Beneficially (6) Shared Voting Power 97,133 Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 97,133 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 97,133 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row 9 1.8% - -------------------------------------------------------------------------------- 12. Type of Reporting Person IN - -------------------------------------------------------------------------------- CUSIP NO. 46116T100 Schedule 13G Page 3 of 7 Item 1. (a) NAME OF ISSUER IntraBiotics Pharmaceuticals, Inc. (the "Company"). (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 1245 Terra Bella Avenue Mountain View, CA 94043 Item 2. (a) NAMES OF PERSONS FILING Mr. Frank H. Pearl ("Mr. Pearl") (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE The address of the principal business offices of Mr. Pearl is 2099 Pennsylvania Avenue, Suite 900, Washington, DC 20006-1813. (c) CITIZENSHIP United States (d) TITLE OF CLASS OF SECURITIES Common Stock, par value $.001 per share (the "Common Stock" or "Shares") (e) CUSIP NUMBER 46116T100 Item 3. This statement is not filed pursuant to either Rule 13d-1(b) or 13d-2(b) or (c). Item 4. OWNERSHIP. (a) AMOUNT BENEFICIALLY OWNED: Mr. Pearl may be deemed to beneficially own an aggregate of 97,133 shares of Common Stock. Mr. Pearl is the sole owner of Perseuspur, LLC, a member of Perseus EC, LLC, which is the managing member of Perseus BioTech Fund Partners, LLC, a managing member of Perseus-Soros Partners, LLC, the general partner of Perseus-Soros BioPharmaceutical Fund, L.P. ("PSBF"), and may be deemed to beneficially own the 97,133 shares of Common Stock owned by PSBF. CUSIP NO. 46116T100 Schedule 13G Page 4 of 7 (b) PERCENTAGE OWNED: Based on calculations made in accordance with Rule 13d-3(d), and there being 5,253,983 shares of Common Stock outstanding as of this date, Mr. Pearl may be deemed to beneficially own approximately 1.8% of the outstanding shares of Common Stock. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: Mr. Pearl may be deemed to share the power to direct the voting and disposition of the 97,133 Common Stock beneficially owned by PSBP. Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X] Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. Item 7. IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. Item 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. Item 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CUSIP NO. 46116T100 Schedule 13G Page 5 of 7 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated as of February 17, 2004 FRANK H. PEARL By: /s/ Rodd Macklin --------------------------------------- Name: Rodd Macklin Title: Attorney-in-Fact CUSIP NO. 46116T100 Schedule 13G Page 6 of 7 EXHIBIT INDEX Exhibit 1. Power of Attorney, dated April 9, 2003, appointing Rodd Macklin as Attorney-in-Fact for Frank H. Pearl. EX-24 3 ex1_sc13ga1-intrabiotics.txt EXHIBIT 1 CUSIP NO. 46116T100 Schedule 13G Page 7 of 7 EXHIBIT 1 --------- POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that I, FRANK H. PEARL, hereby make, constitute and appoint RODD MACKLIN 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 Perseus LLC ("Perseus") and each of its affiliates or entities advised by me or Perseus, 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. 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 9th day of April, 2003. /s/ Frank H. Pearl ------------------------------------------- FRANK H. PEARL -----END PRIVACY-ENHANCED MESSAGE-----