-----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, FsxK9iF1V6jfl9psF6gldCbaOJLlDPllpV4NDyX3f0/W2Z16AoWdhAbjq6Me1+69 cqCmRit07RbBfB/ohUkQgg== 0000062391-97-000013.txt : 19970808 0000062391-97-000013.hdr.sgml : 19970808 ACCESSION NUMBER: 0000062391-97-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970807 SROS: NASD GROUP MEMBERS: HMR PHARMA, INC. GROUP MEMBERS: HOECHST MARION ROUSSEL INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONCOGENE SCIENCE INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37954 FILM NUMBER: 97652774 BUSINESS ADDRESS: STREET 1: 106 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553 BUSINESS PHONE: 5162220023 MAIL ADDRESS: STREET 1: 106 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553-3649 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/A 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/A 1 HMRI/HMR PHARMA AMEND 6 TO ONCOGENE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment #6 Under the Securities Exchange Act of 1934 ONCOGENE SCIENCE, INC. ---------------------------- (Name of Issuer) Common Stock par value $.01 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 682305 10 7 ----------------- (CUSIP Number) Rebecca R. Tilden, Esq. Vice President and Secretary, Hoechst Marion Roussel, Inc. Vice President and Assistant Secretary, 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) July 23, 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. [ ] Page 1 of 7 Exhibit Index is at Page 7 2 CUSIP No. 682305 10 7 ___________________________________________________________________________ 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 WC ___________________________________________________________________________ 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 1,590,909* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 1,590,909* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 1,590,909* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 7.5% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Includes up to 500,000 shares that may be purchased for $5.50 per share upon the exercise of a Common Stock Purchase Warrant during the five-year period beginning December 11, 1994, and ending December 10, 1999. 3 CUSIP No. 682305 10 7 ___________________________________________________________________________ 1) Name of Reporting Person and its HMR Pharma, Inc. I.R.S. Identification Number 43-1769328 ___________________________________________________________________________ 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 1,590,909* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 1,590,909* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 1,590,909* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 7.5% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Includes up to 500,000 shares that may be purchased for $5.50 per share upon the exercise of a Common Stock Purchase Warrant during the five-year period beginning December 11, 1994, and ending December 10, 1999. 4 The filing of this Amendment to the Statement on Schedule 13D (the "Schedule 13D") with respect to the Common Stock of Oncogene Science, Inc. (the "Issuer"), of Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"), and HMR Pharma, Inc., a Delaware corporation ("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. This Statement on Schedule 13D is hereby amended as follows: ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH - ------- RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------ Item 6 of this Schedule 13D is amended by deleting in its entirety the paragraph entitled "Product Research and Development Collaboration" and substituting therefor the following: Product Research and Development Collaboration. HMRI, Hoechst AG, and the Issuer have entered into an Amended and Restated Collaborative Research and License Agreement, effective as of April 1, 1997 (the "Amended Research Agreement"), the purpose of which is to consolidate into the Research Agreement the terms of strategic collaborations between HMRI and the Issuer as set forth in the Reseach Agreement, in a Collaborative Research Agreement dated as of October 1, 1993, between the Issuer and Hoechst-Roussel Pharmaceuticals, Inc. (which has been merged into HMRI), and in a Collaborative Research Agreement dated as of January 4, 1993, between the Issuer and Hoechst AG. As consolidated, the Amended Research Agreement provides for HMRI, Hoechst AG, and the Issuer, using proprietary technology of the Issuer, to collaborate in the discovery and development of drugs indicated for the treatment of cardiovascular disease; inflammation, arthritis and metabolic diseases; and Alzheimer's disease. HMRI and Hoechst AG have agreed to provide funding and other assistance for the Issuer's activities under the Amended Research Agreement, in return for which the Issuer has agreed to grant to HMRI and the Issuer, with respect to certain of its patents, patent applications, and technology, an exclusive worldwide license to develop, make, have made, use, sell, and have sold each product developed from a target compound identified by HMRI or Hoechst AG. The Issuer is to receive royalties on net sales of each such product, payable by HMRI and Hoechst AG on a country by country basis for as long as patent protection continues in each respective country, and thereafter until ten years after the date of first commercial sale of such product in each respective country or, in some cases, on such earlier date as applicable technology enters the public domain. The Amended Research Agreement will terminate on the later of March 31, 2002, or the expiration of the last obligation to pay royalties thereunder, subject to earlier termination in certain events, including a change of control of either party. EPO Research Collaboration. HMRI and the Issuer also have entered into an EPO Collaborative Research and License Agreement, effective as of January 1, 1997 (the "EPO Agreement"), which provides for HMRI and the Issuer to collaborate on research and development of orally active, small molecules that induce gene expression of the protein Erythropoietin ("EPO"). The EPO Agreement provides for an option period of fifteen months, during which HMRI will pay an initiation fee, research funding, and possibly a milestone payment. 5 HMRI may elect to continue the collaboration for an additional 24 months beyond the option period, in which case additional milestone payments and research funding may become payable. HMRI will receive an exclusive worldwide license to develop, make, have made, use, sell, and have sold each product developed under the EPO Agreement, and will become obligated to pay the Issuer royalties plus "success" fees based on cumulative sales of each such product. The EPO Agreement will terminate on the expiration of the last obligation to pay royalties thereunder, subject to earlier termination in certain events, including a change of control of either party. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ------- --------------------------------- Item 7 of this Schedule 13D is amended by adding the following: 99.F Amended and Restated Collaborative Research and License Agreement effective as of April 1, 1997, by and among HMRI, Hoechst AG, and the Issuer. 99.G EPO Collaborative Research and License Agreement effective as of January 1, 1997, by and between HMRI and the Issuer. 6 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: August 6, 1997 By:__________________________ Rebecca R. Tilden Vice President and Secretary HMR PHARMA, INC. Date: August 6, 1997 By:__________________________ Rebecca R. Tilden Vice President and Assistant Secretary 7 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ------------ --------- 99.F Amended and Restated Collaborative Research and License Agreement effective as of April 1, 1997, by and among HMRI, Hoechst AG, and the Issuer (to be filed by amendment). 99.G EPO Collaborative Research and License Agreement effective as of January 1, 1997, by and between HMRI and the Issuer (to be filed by amendment). -----END PRIVACY-ENHANCED MESSAGE-----