-----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, VJXki1f3Nxe0cS4xEu9LFdxuEc7iHOWV6WVkoHYuf242PyLdioP1KFFzWtjYM6vL 6Io62xv01QT7gHoP9l+p6Q== 0000062391-97-000003.txt : 19970110 0000062391-97-000003.hdr.sgml : 19970110 ACCESSION NUMBER: 0000062391-97-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970109 SROS: NASD GROUP MEMBERS: HMR PHARMA, INC. GROUP MEMBERS: HOECHST MARION ROUSSEL INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORTECH INC CENTRAL INDEX KEY: 0000728478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 840894091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44313 FILM NUMBER: 97503226 BUSINESS ADDRESS: STREET 1: 6850 NORTH BROADWAY STREET 2: SUITE G CITY: DENVER STATE: CO ZIP: 80221 BUSINESS PHONE: 3036501200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOECHST MARION ROUSSEL INC CENTRAL INDEX KEY: 0000062391 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 440565557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10236 MARION PARK DRIVE STREET 2: P O BOX 9627 CITY: KANSAS CITY STATE: MO ZIP: 64134-0627 BUSINESS PHONE: 8169665000 MAIL ADDRESS: STREET 1: 10236 MARION PARK DRIVE STREET 2: P O BOX 9627 CITY: KANSAS CITY STATE: MO ZIP: 64134-0627 FORMER COMPANY: FORMER CONFORMED NAME: MARION MERRELL DOW INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MARION LABORATORIES INC DATE OF NAME CHANGE: 19891218 SC 13D 1 CORTECH SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CORTECH, INC. ---------------------------- (Name of Issuer) Common Stock par value $.002 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 22051J 10 0 ----------------- (CUSIP Number) William K. Hoskins, Esq. General Counsel, Hoechst Marion Roussel, Inc. General Counsel, HMR Pharma, Inc. 10236 Marion Park Drive Kansas City, Missouri 64137-1405 (816) 966-4000 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 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 of Rule 13d-1(b)(3) or (4), check the following box. [ ] Page 1 of 13 Exhibit Index is at Page 8 2 CUSIP No. 22051J 10 0 ___________________________________________________________________________ 1) Name of Reporting Person and its Hoechst Marion Roussel, Inc. I.R.S. Identification Number 44-0565557 ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ ] a Member of a Group (b)[ ] ___________________________________________________________________________ 3) SEC Use Only ___________________________________________________________________________ 4) Source of Funds Not applicable ___________________________________________________________________________ 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 ___________________________________________________________________________ 7) Sole Voting Power 2,119,333* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 2,119,333* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 2,119,333* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 11.1% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Includes 562,576 shares that may be acquired upon exercise of stock purchase warrants. 3 CUSIP No. 22051J 10 0 ___________________________________________________________________________ 1) Name of Reporting Person and its HMR Pharma, Inc. I.R.S. Identification Number Applied for ___________________________________________________________________________ 2) Check the Appropriate Box if (a)[ ] a Member of a Group (b)[ ] ___________________________________________________________________________ 3) SEC Use Only ___________________________________________________________________________ 4) Source of Funds Not applicable ___________________________________________________________________________ 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 ___________________________________________________________________________ 7) Sole Voting Power 2,119,333* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 2,119,333* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 2,119,333* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 11.1% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Includes 562,576 shares that may be acquired upon exercise of stock purchase warrants. 4 This Statement on Schedule 13D (the "Schedule 13D") with respect to the Common Stock of Cortech, Inc. (the "Issuer"), is filed jointly by Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"), and HMR Pharma, Inc., a Delaware corporation ("Pharma"), to report the acquisition of additional shares of such Common Stock by HMRI and the possible deemed acquisition of indirect beneficial ownership of securities of the Issuer by Pharma due to its acquisition of a majority beneficial ownership interest in HMRI. HMRI has previously reported its beneficial ownership of securities of the Issuer in a Statement on Schedule 13G dated February 10, 1993. The filing of this Statement on behalf of Pharma shall not be construed as an admission that Pharma is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Statement. ITEM 1. SECURITY AND ISSUER. - ------- -------------------- The securities to which this Schedule relates are 2,119,333 shares (the "Shares") of common stock, par value $.002 per share ("Common Stock"), of Cortech, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are at 6850 North Broadway, Unit G, Denver, Colorado 80221. ITEM 2. IDENTITY AND BACKGROUND. - ------- ------------------------ (a) - (c), (f) This Schedule is filed on behalf of Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"), and HMR Pharma, Inc., a Delaware corporation ("Pharma"). The principal place of business and principal office of HMRI and Pharma are at 10236 Marion Park Drive, Kansas City, Missouri 64137-1405. The principal business of HMRI is the discovery, development, manufacturing, marketing, and sale of pharmaceuti- cal compounds for the treatment of human diseases. Pharma is a holding company for most of the U.S. pharmaceutical operations of, and a wholly owned subsidiary of, Hoechst Aktiengesellschaft, a German corporation ("Hoechst AG"), which is a multinational pharmaceutical and chemical company headquartered in Frankfurt, Germany. Information as to the executive officers and directors of HMRI and Pharma is set forth in Exhibit I hereto. Information as to the executive officers and directors of Hoechst AG is set forth in Exhibit J hereto. Pharma beneficially owns 98.2% of the outstanding common stock of HMRI and is filing this Schedule solely with respect to its potential deemed indirect ownership of HMRI's holdings of the securities. (d) - (e) During the last five years, neither HMRI, Pharma, nor, to their knowledge, Hoechst AG or any of the persons listed in Exhibits I or J hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither HMRI nor Pharma nor, to their knowledge, Hoechst AG or any of the persons listed in Exhibits I or J hereto, has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of them was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 5 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. - ------- -------------------------------------------------- Not applicable. ITEM 4. PURPOSE OF TRANSACTION. - ------- ----------------------- From 1988 to 1992, pursuant to a Stock Purchase Agreement dated as of February 29, 1988, between HMRI and the Issuer (the "Stock Purchase Agreement"), HMRI acquired 1,356,757 shares of Common Stock and warrants to purchase an additional 562,576 shares of Common Stock at prices of $4.00 per share for 393,153 shares; $4.80 per share for 94,423 shares; and $6.00 per share for 75,000 shares. The Stock Purchase Agreement was entered into in connection with a strategic collaboration between HMRI and the Issuer that began in 1987 pursuant to a Research Agreement and a License Agreement, both dated June 30, 1987. Pursuant to such agreements, HMRI provided the Issuer with certain research and development funding in exchange for rights to develop, manufacture, and market products resulting from such research. Under the Stock Purchase Agreement, HMRI had a right of first offer with respect to certain rights to new products, technologies, and therapeutic applications resulting from the Issuer's research and development activities. Pursuant to a Buy Out Agreement dated September 9, 1996, the Issuer purchased from HMRI, and HMRI released, the right of first offer in exchange for 200,000 shares of Common Stock. In December 1996, HMRI notified the Issuer of the termination of the strategic collaboration between HMRI and the Issuer effective February 16, 1997. Such termination also terminates the Stock Purchase Agreement. Pharma acquired beneficial ownership of approximately 98.2% of HMRI's outstanding capital stock from Hoechst Corporation, a Delaware corporation and also a wholly-owned subsidiary of Hoechst AG, in a reorganization among commonly-controlled subsidiaries of Hoechst AG culminating on December 31, 1996, which was unrelated to the Issuer. Pharma's beneficial ownership of securities of the Issuer is solely incidental to its ownership of HMRI securities acquired in such reorganization. Except as set forth in this Schedule, neither HMRI, Pharma, nor Hoechst AG has any plans or proposals that relate to or would result in any of the events described in paragraphs (a) through (j) of this Item. However, any of such persons may elect to acquire or dispose of securities of the Issuer in the future, depending on its evaluation of the Issuer's business, prospects, and financial condition, the market for the Common Stock, other opportunities available to HMRI and its affiliates, prospects for the businesses of HMRI and its affiliates, general economic conditions, money and stock market conditions,and other future developments. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. - ------- ------------------------------------- (a) The Shares represent approximately 11.1 percent of the Issuer's Common Stock outstanding at October 31, 1996, on a fully-diluted basis. Except as may be set forth in any subsequent amendment to this Schedule, neither Hoechst AG nor Pharma, nor any executive officer or director of Hoechst AG, HMRI, or Pharma, beneficially owns any of the Shares or any other shares of Common Stock other than through their beneficial ownership, if any, of stock of Hoechst AG, Pharma, or HMRI. Pharma, which is a wholly-owned subsidiary of Hoechst AG, beneficially owns approximately 98.2% of the outstanding stock of HMRI. The Shares are comprised of 6 1,556,757 shares of Common Stock and warrants to purchase an additional 562,576 shares of Common Stock at prices of $4.00 per share for 393,153 shares, expiring December 31, 1999; $4.80 per share for 94,423 shares, expiring December 31, 1999; and $6.00 per share for 75,000 shares, expiring December 31, 2002 (the "Warrants"). All of the Shares constitute "restricted securities", although 1,356,757 shares currently are eligible for sale without restriction pursuant to SEC Rule 144(k). HMRI has "piggyback" registration rights with respect to the 200,000 shares acquired under the Buy Out Agreement, and both demand and "piggyback" registration rights with respect to the up to 562,576 shares it may acquire upon exercise of the Warrants. (b) HMRI has sole power to vote and to dispose of the Shares. Neither Hoechst AG, Pharma, nor any executive officer or director of either HMRI, Pharma, or Hoechst AG has any power to vote or to direct the vote, or to dispose of or to direct the disposition of, the Shares except to the extent that Hoechst AG, Pharma, or any such executive officer or director may be deemed to have any such power by reason of such person's relation- ship to or position with HMRI, Pharma, or Hoechst AG. (c) On September 9, 1996, HMRI acquired 200,000 shares of Common Stock from the Issuer in exchange for HMRI's release of its right of first offer with respect to certain rights to new products, technologies, and therapeutic applications resulting from the Issuer's research and development activities. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH - ------- RESPECT TO SECURITIES OF THE ISSUER. --------------------------------------------------------------- Other than the Warrants and the Buy Out Agreement, there are no contracts, arrangements, understandings or relationships between or among HMRI, Pharma, and/or Hoechst AG and any other person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ------- --------------------------------- Exhibit A Agreement to File Jointly dated January 9, 1997, by and between HMRI and Pharma Exhibit B Information concerning directors and executive officers of HMRI and Pharma Exhibit C Information concerning directors and executive officers of Hoechst AG. Exhibit D Warrant to Purchase dated June 30, 1988 Exhibit E Warrant to Purchase dated February 28, 1990 Exhibit F Warrant to Purchase dated June 30, 1992 Exhibit G Buy Out Agreement dated September 9, 1996, by and between HMRI and the Issuer 7 SIGNATURES ---------- After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. HOECHST MARION ROUSSEL, INC. Date: January 9, 1997 By: /s/ James P. Mitchum James P. Mitchum Vice President and Chief Financial Officer HMR PHARMA, INC. Date: January 9, 1997 By: /s/ Rebecca R. Tilden Rebecca R. Tilden Vice President and Assistant Secretary 8 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ------------ --------- 99.A Agreement to File Jointly dated January 9, 9 1997, by and between HMRI and Pharma 99.B Information concerning directors and 10 executive officers of HMRI and Pharma 99.C Information concerning directors and 12 executive officers of Hoechst AG. D Warrant to Purchase dated June 30, 1988 (incorporated by reference from Exhibit 10.21 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 1995) E Warrant to Purchase dated February 28, 1990 (incorporated by reference from Exhibit 10.22 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 1995) F Warrant to Purchase dated June 30, 1992 (incorporated by reference from Exhibit 10.52 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 1995) G Buy Out Agreement dated September 9, 1996, by and between HMRI and the Issuer (incorporated by reference from Exhibit 10.54 to Amendment No. 1 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996) EX-99 2 EXHIBIT 99-A TO CORTECH 13D 9 EXHIBIT 99.A AGREEMENT TO FILE JOINTLY We, the undersigned, hereby express our agreement that the Schedule 13D to which this Agreement is appended is filed on behalf of each of us. HOECHST MARION ROUSSEL, INC. Date: January 9, 1997 By: /s/ James P. Mitchum James P. Mitchum Vice President and Chief Financial Officer HMR PHARMA, INC. Date: January 9, 1997 By: /s/ Rebecca R. Tilden Rebecca R. Tilden Vice President and Assistant Secretary EX-99 3 EXHIBIT 99-B TO CORTECH 13D 10 Exhibit 99.B DIRECTORS AND OFFICERS OF HOECHST MARION ROUSSEL, INC. AND HMR PHARMA, INC. - --------------------------------------------------------------------------- The following sets forth the name, title, business address, and present principal occupation of each of the directors and executive officers of HMRI and Pharma as of January 1, 1997. Each is a citizen of the United States unless otherwise indicated. Name Title Address - ---- ----- ------- Peter W. Ladell Chief Operating Officer 10236 Marion Park Drive (Citizen of Canada) of the Pharmaceutical Kansas City, MO 64137 Division of Hoechst AG; President and Chief Executive Officer of HMRI; President and Chairman of the Board of Pharma Alban W. Schuele Director of HMRI Hoechst AG 65926 Frankfurt Main Germany James P. Mitchum Vice President and 10236 Marion Park Drive Chief Financial Kansas City, MO 64137 Officer of HMRI; Vice President and Director of Pharma Kevin M. Hartley Vice President and 10236 Marion Park Drive Treasurer of HMRI; Kansas City, MO 64137 Vice President and Treasurer of Pharma Richard J. Markham Chief Executive Officer Hoechst AG of the Pharmaceutical 56926 Frankfurt Main Divisions of Hoechst Germany AG; Director of HMRI Jean-Pierre Godard President of the Board Roussel Uclaf S.A. (Citizen of France) of Roussel Uclaf and 102, route de Noisy Director of HMRI Romainville, France Horst Waesche Member of the Board of Hoechst AG (Citizen of Germany) Management; Pharmaceu- 65926 Frankfurt Main tical and Diagnostics Germany Divisions; Schwarzkopf of Hoechst AG and Director of HMRI Tommy R. White Vice President, 10236 Marion Park Drive Human Resources and Kansas City, MO 64137 Corporate Relations of HMRI 11 Kirk R. Schueler Vice President, U. S. 10236 Marion Park Drive Commercial Director Kansas City, MO 64137 of HMRI Charles A. Portwood Vice President, 10236 Marion Park Drive Operations, of HMRI Kansas City, MO 64137 William K. Hoskins Vice President, 10236 Marion Park Drive General Counsel and Kansas City, MO 64137 Corporate Secretary of HMRI; Vice President and Secretary of Pharma Rebecca R. Tilden Vice President and 10236 Marion Park Drive Assistant Secretary Kansas City, MO 64137 of Pharma EX-99 4 EXHIBIT 99-C TO CORTECH 13D 12 EXHIBIT 99.C DIRECTORS AND EXECUTIVE OFFICERS OF HOECHST AG. - ----------------------------------------------- The following table sets forth the name and present principal occupation or employment of each member of the Supervisory Board and the Board of Management of Hoechst AG. The business address of each of them is Hoechst AG, 65926 Frankfurt Main, Germany. Except as otherwise indicated, all such persons are citizens of Germany and each occupation listed refers to employment with Hoechst AG. Name Principal Present Occupation - ---- ---------------------------- SUPERVISORY BOARD Prof. Dr. rer. nat. Honorary Chairman of the Supervisory Board Dr. h.c. mult Rolf Sammet Erhard Bouillon Chairman of the Supervisory Board Arnold Weber Deputy Chairman of the Supervisory Board; Chemical & textile laboratory technician; Chairman of the Central Works Council and the Group Works Council of Hoechst AG Dr.-Ing. E.h. Member of the Supervisory Board Willi Esser Mechanic; Member of the Central Works Council of Hoechst AG Dietrich-Kurt Frowein Member of the Board of Management of Commerzbank AG Dr. jur. Dr. h.c. mult. Member of the Supervisory Board Kurt Furgler (Citizen of Switzerland) Prof. Dr. rer. nat. Member of the Supervisory Board Dr.-Ing. E.h. Heinz Harnisch Juergen Hilger Computer specialist, Member of the Central Works Council and the Group Works Council of Hoechst AG Dr. rer. nat. Graduate Chemist; Chairman of Ingolf Hornke the Senior Executives' Committee of Hoechst AG Khaled. Saleh Buhamrah Chairman & Managing Director of Petrochemical (Citizen of Kuwait) Industries Co., Kuwait Hermann-Heinz Konrad Graduate Engineer; Deputy Chairman of the Senior Executives' Committee of Hoechst AG Rainer Kumlehn Electrician; Regional Head of the IG Chemie- Papier-Keramik Hessen 13 Prof. Dr. rer. nat. President, Max-Planck-Gesellschaft, Munich Dr. rer. nat. h.c. Hubert Markl Juergen Sarrazin Chairman of the Board of Managing Directors of Dresdner Bank AG Egon Schaefer Electrician; Deputy Chairman of IG Chemie- Papier-Keramik Dr. jur. Chairman of the Board of Management of Hans-Juergen Schinzler Muenchner Rueckversicherungs-Gesellschaft Konrad Starnecker Skilled Chemical Plant Operative; Member of the Central Works Council of Hoechst AG Wolfgang Vetter Fitter; Member of the Central Works Council of Hoechst AG Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc. Adam Wegehingel Machinist; Member of the Council of the Gersthofen of Hoechst AG BOARD OF MANAGEMENT - ------------------- Juergen Dormann Chairman of the Board of Management Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals, (United States Citizen) Specialty Chemicals, Technical Polymers Divisions Prof. Dr. rer. nat. Member of the Board of Management; Utz-Hellmuth Felcht Director of Personnel; Research; Herberts, SGL Carbon, Hoechst CeramTec Dipl. -Kfm. Member of the Board of Management; Justus Mische Europe, Africa; Materials Management Dr. -Ing. Member of the Board of Management; Messer Ernst Schadow Griesheim, Uhde; Engineering and Environmental Protection; Hoechst Site Dr. Klaus J. Schmieder Member of the Board of Management Dr. rer. nat. Member of the Board of Management; Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions; Schwarzkopf Claudio Sonder Member of the Board of Management; Member of (Citizen of Brazil) the Supervisory Board of Hoechst Schering AgrEvo GmbH; and Chairman of the Supervisory Board of Hoechst do Brasil, San Paulo Dipl.-Ing. Member of the Board of Management; Asia; Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and Communication -----END PRIVACY-ENHANCED MESSAGE-----