-----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, NbPE5ihf185UQDnWTLBj+SQvGm/Hz1OknvMVT+pQ/gYkhtRkRjieKBpFC1V0OaRr Yq+U0q49ScDm8RNhZOZQoQ== 0000941655-06-000002.txt : 20060127 0000941655-06-000002.hdr.sgml : 20060127 20060127122500 ACCESSION NUMBER: 0000941655-06-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 GROUP MEMBERS: DRAKENSBERG, L.P. GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: KARIBA LLC GROUP MEMBERS: MARK LESCHLY GROUP MEMBERS: RHO CAPITAL PARTNERS VERWALTUNGS GMBH GROUP MEMBERS: RHO MANAGEMENT TRUST I GROUP MEMBERS: RHO MANAGEMENT VENTURES IV, L.L.C. GROUP MEMBERS: RHO VENTURES IV (QP), L.P. GROUP MEMBERS: RHO VENTURES IV GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: RHO VENTURES IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERCICA INC CENTRAL INDEX KEY: 0001262175 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 260042539 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79780 FILM NUMBER: 06556155 BUSINESS ADDRESS: STREET 1: 2000 SIERRA POINT PARKWAY STREET 2: SUITE 400 CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 6506244900 MAIL ADDRESS: STREET 1: 2000 SIERRA POINT PARKWAY STREET 2: SUITE 400 CITY: BRISBANE STATE: CA ZIP: 94005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001020455 IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: RHO MANAGEMENT CO INC DATE OF NAME CHANGE: 19960806 SC 13D/A 1 r_ter13dam3.txt AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Tercica, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88078L105 (CUSIP Number) Jeffrey I. Martin Rho Capital Partners, Inc. 152 West 57th Street, 23rd Floor New York, New York 10019 212-751-6677 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) January 23, 2006 (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ----------------------- 1/ 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). This Amendment No. 3 to Schedule 13D for Tercica, Inc., a Delaware corporation ("Tercica"), amends a statement on Schedule 13D originally dated March 22, 2004, as amended January 31, 2005, with respect to shares of Tercica Common Stock, par value $0.001 per share, beneficially owned by Rho Capital Partners, Inc., a New York corporation ("Rho"), its controlling shareholders Joshua Ruch, Habib Kairouz and Mark Leschly, and the following affiliated investment vehicles: Rho Ventures IV, L.P.; Rho Ventures IV (QP), L.P.; Rho Ventures IV GmbH & Co. Beteiligungs KG; Rho Management Trust I; Rho Management Ventures IV, LLC; Rho Capital Partners Verwaltungs GmbH; Drakensberg, L.P.; and Kariba LLC (collectively, the "Reporting Persons"). This Amendment is filed to amend items 6 and 7 in the Schedule 13D as previously filed, by addition of the following: Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In conjunction with a follow-on offering of Tercica Common Stock (the "Offering"), certain of Rho's affiliated investment vehicles and Mark Leschly, as a director of the Company, have entered into a letter of agreement, dated January 23, 2006, with the underwriters of the Offering by which such entities and person have agreed not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Tercica Common Stock or any securities convertible into or exercisable or exchangeable for Tercica Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Tercica Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Tercica Common Stock or other securities, in cash or otherwise, for a period ending 45 days after the date of the final prospectus relating to the Offering, with exceptions as provided in such letter agreements. The foregoing summary of the terms of such letter agreement is qualified by reference to the full text of the lockup letter agreement, which is included as Exhibit A to this Amendment No. 3, and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits The following document is filed as an exhibit in substitution of previously filed Exhibit A, which is no longer effective: A. Letter Agreement, dated January 23, 2006 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. Dated: January 26, 2006. RHO CAPITAL PARTNERS, INC. By: /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer for Joshua Ruch /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer for Habib Kairouz /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer for Mark Leschly RHO VENTURES IV, L.P. By: /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT VENTURES IV, LLC By: /s/ Jeffrey I. Martin - --------------------------------------------------------------------- Jeffrey I. Martin, Authorized Signer RHO VENTURES IV (QP), L.P. By: /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer RHO VENTURES IV GmbH & CO. BETEILIGUNGS KG By: /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer RHO CAPITAL PARTNERS VERWALTUNGS GmbH By: /s/ Jeffrey I. Martin - ------------------------------------------------------------------------ Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST I By: /s/ Jeffrey I. Martin - ----------------------------------------------------------------------- Jeffrey I. Martin, Authorized Signer DRAKENSBERG, L.P. By: /s/ Jeffrey I. Martin - ----------------------------------------------------------------------- Jeffrey I. Martin, Authorized Signer KARIBA LLC By: /s/ Jeffrey I. Martin - ----------------------------------------------------------------------- Jeffrey I. Martin, Authorized Signer EX-99 2 r_ter13dam3-ex.txt EXHIBIT A TO SCHEDULE 13D Exhibit A to Amendment No. 3 to Schedule 13D for Tercica, Inc. LOCK-UP LETTER AGREEMENT LEHMAN BROTHERS INC. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: The undersigned understands that you (the "Underwriter") propose to enter into an Underwriting Agreement (the "Underwriting Agreement") providing for the purchase by the Underwriter of shares (the "Stock") of Common Stock, par value $0.001 per share (the "Common Stock"), of Tercica, Inc., a Delaware corporation (the "Company"), and that the Underwriter proposes to reoffer the Stock to the public (the "Offering"). In consideration of the execution of the Underwriting Agreement by the Underwriter, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Underwriter, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) ("Transfer") any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, for a period commencing on the date hereof and ending on the 45th day after the date of the Prospectus Supplement relating to the Offering (such 45-day period, the "Lock-Up Period"). The foregoing paragraph shall not apply to (a) the sale of any Stock to the Underwriter pursuant to the Underwriting Agreement, (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) transactions pursuant to written trading plans designed to comply with Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (d) bona fide gifts or other Transfers of shares of Common Stock for no consideration, or (e) Transfers of any shares of Common Stock to any trust for the direct or indirect benefit of the undersigned or to the "immediate family" (meaning any relationship by blood, marriage or adoption, not more remote than first cousin) of the undersigned, provided, however, that in the case of any Transfer or distribution pursuant to clause (d) or (e), (I) each donee or distributee shall execute and deliver to the Underwriter a duplicate form of this lock-up agreement, (ii) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act, shall be required or shall be made voluntarily in connection with such Transfer or distribution (other than, in connection with Transfers or distributions made prior to January 1, 2006, a filing on a Form 5 for the Company's fiscal year 2005, which are due no later than February 14, 2006), and (iii) such Transfer or distribution shall not involve a disposition for value. In addition, notwithstanding the foregoing, if the undersigned is a partnership or limited liability company, the undersigned may transfer the undersigned's shares of Common Stock to partners or members of the undersigned, as applicable, or to the estates of any such partners, or members, and any partner or member who is an individual may transfer any such shares of Common Stock by gift, will or intestate succession; and if the undersigned is a trust, the undersigned may Transfer the undersigneds shares of Common Stock to any beneficiary of the undersigned or to the estate of any such beneficiary; and if the undersigned is a corporation, the undersigned may Transfer the undersigned's shares of Common Stock to majority-owned subsidiaries of the undersigned, to holders of securities possessing at least 50% of the undersigned's outstanding voting power or to entities under common control with the undersigned; provided, however, that in any such case, it shall be a condition to the Transfer that (I) each transferee shall execute and deliver to the Underwriter a duplicate form of this lock-up agreement, (ii) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act, shall be required or shall be made voluntarily in connection with such Transfer (other than, in connection with Transfers or distributions made prior to January 1, 2006, a filing on a Form 5 for the Company's fiscal year 2005, which are due no later than February 14, 2006), and (iii) such Transfer shall not involve a disposition for value. In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if the Company notifies the Underwriter that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company and the Underwriter will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter. [Signature page follows] The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, RHO VENTURES IV, L.P. By: Rho Management Ventures IV, L.L.C., General Partner /s/ Joshua Ruch - ---------------------------------------------------------------------- Joshua Ruch, Managing Partner RHO VENTURES IV (QP), L.P. By: Rho Management Ventures IV, L.L.C., General Partner /s/ Joshua Ruch - ---------------------------------------------------------------------- Joshua Ruch, Managing Partner RHO VENTURES IV GmbH & CO. BETEILIGUNGS KG By: Rho Capital Partners Verwaltungs GmbH, General Partner /s/ Joshua Ruch - ---------------------------------------------------------------------- Joshua Ruch, Managing Partner RHO MANAGEMENT TRUST I By: Rho Capital Partners, Inc., as Investment Advisor /s/ Joshua Ruch - ---------------------------------------------------------------------- Joshua Ruch [Chief Executive Officer] Dated: [executed January 23, 2006] The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Mark Leschly /s/ Mark Leschly - ---------------------------------------------------------------- Dated: [executed January 23, 2006] -----END PRIVACY-ENHANCED MESSAGE-----