-----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, OjN0WgVSEeKe3BTIQne/7yT4Z5xl3zeN2ckLUkJjShcQuG7Um6LHPglYAXP6l4/S iD1MYlGtoY0OLJfG4kIlHA== 0000936392-98-000215.txt : 19980218 0000936392-98-000215.hdr.sgml : 19980218 ACCESSION NUMBER: 0000936392-98-000215 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS BIOSCIENCE INC CENTRAL INDEX KEY: 0000716054 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222389839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35589 FILM NUMBER: 98539558 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 2062989400 MAIL ADDRESS: STREET 1: 401 QUEEN ANNE AVE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 FORMER COMPANY: FORMER CONFORMED NAME: IMRE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KRANZLER JAY D CENTRAL INDEX KEY: 0001055666 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE STREET 2: SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194522323 MAIL ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE STREET 2: SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 CYPRESS BIOSCIENCE, INC. - -------------------------------------------------------------------------------- (NAME OF THE ISSUER) COMMON STOCK, $.02 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 232674101 - -------------------------------------------------------------------------------- (CUSIP NUMBER) JAY D. KRANZLER 4350 EXECUTIVE DRIVE, SUITE 325 SAN DIEGO, CA 92121 (619) 452-2323 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) DECEMBER 31, 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 of Rule 13d-1(b)(3) or (4), check the following box |_|. 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). (Continued on following pages) (Page 1 of 6 pages) 2 13D CUSIP NO. 232674101 PAGE 2 OF 6 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JAY D. KRANZLER - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| N/A (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,243,243 ------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 220,244 ------------------------------------------------------- BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 2,243,243 ------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 220,244 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,463,487 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)EXCLUDES CERTAIN SHARES N/A |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ---------- * Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. (Page 2 of 6 pages) 3 ITEM 1. SECURITY AND THE ISSUER (a) TITLE OF SECURITY: Common Stock, $.02 par value per share. (b) NAME OF THE ISSUER: Cypress Bioscience, Inc., a Delaware corporation. (c) THE ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 4350 Executive Drive, Suite 325 San Diego, CA 92121 Description of Business: The Issuer researches, develops, manufactures and markets medical devices and therapeutics for the treatment of certain types of immune system disorders and is engaged in the development of novel therapeutic agents for the treatment of blood platelet disorders. ITEM 2. IDENTITY AND BACKGROUND (a) NAME OF THE REPORTING PERSON: Jay D. Kranzler (b) BUSINESS ADDRESS: 4350 Executive Drive, Suite 325 San Diego, CA 92121 (c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: Vice Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Issuer. (d) CONVICTIONS IN CRIMINAL PROCEEDINGS SINCE FEBRUARY 17, 1993: None. (Page 3 of 6 pages) 4 (e) JUDGMENTS FOR VIOLATIONS OF SECURITIES LAWS SINCE FEBRUARY 17, 1993: None. (f) UNITED STATES ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Of the 2,463,487 shares reported as beneficially held, (i) 2,233,243 are represented by vested options to purchase such number of shares of Issuer's Common Stock granted to the Reporting Person pursuant to his employment agreement with the Issuer, (ii) 10,000 shares were purchased in open market transactions by the Reporting Person, and (iii) 220,244 shares are held in the Issuer's 401(k) Plan, of which the Reporting Person is a co-trustee. ITEM 4. PURPOSE OF THE TRANSACTION N/A ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Beneficial Ownership: 2,463,487 Percentage Ownership: 6.4%* (b) Sole Voting Power: 2,243,243 Shared Voting Power: 220,244(1) Sole Dispositive Power: 2,243,243 Shared Dispositive Power: 220,244(1) (c) Recent Transactions: None. (d) Right to Receive Dividends: Reporting Person has exclusive right. (e) Ownership below 5%: Not applicable. (1) Represents 220,244 shares of Common Stock held in the Issuer's 401(k) Plan, of which the Reporting Person is the co-trustee and shares voting and dispositive power with respect to such shares with the other co-trustee. - ---------- * Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. (Page 4 of 6 pages) 5 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Person and Issuer are parties to that certain Employment Agreement filed as Exhibit 10.8 to Issuer's Annual Report on Form 10-K for the year ended December 31, 1995, which employment agreement is incorporated herein by this reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. (Page 5 of 6 pages) 6 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. February 17, 1998 ----------------------------------------- (Date) /s/ Jay D. Kranzler ----------------------------------------- Jay D. Kranzler (Page 6 of 6 pages) -----END PRIVACY-ENHANCED MESSAGE-----