-----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, BiBIPZ9k8XVkDUyRwVpGRH3GjtQn0VYOwu0Q++/ctkGyZpCI9yjSbiKLRu8F0Aim DQ9V8Z5FZCyCK5BTLxKQ2Q== 0000895345-97-000167.txt : 19970528 0000895345-97-000167.hdr.sgml : 19970528 ACCESSION NUMBER: 0000895345-97-000167 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970527 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENSIA SICOR INC CENTRAL INDEX KEY: 0000807873 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330176647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43145 FILM NUMBER: 97614155 BUSINESS ADDRESS: STREET 1: 9360 TOWNE CENTRE DR CITY: SAN DIEGO STATE: CA ZIP: 92121-3030 BUSINESS PHONE: 6195468300 MAIL ADDRESS: STREET 1: 9360 TOWNE CENTRE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA INC DATE OF NAME CHANGE: 19930701 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA PHARMACEUTICAL INC DATE OF NAME CHANGE: 19930701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHCARE CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001038823 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061458417 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THE MILL STREET 2: 10 GLENVILLE ST CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2035328011 MAIL ADDRESS: STREET 1: THE MILL STREET 2: 10 GLENVILLE ST CITY: GREENWICH STATE: CT ZIP: 06831 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)1 GENSIA SICOR INC. - ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ----------------------------------------------------------------- (Title of Class of Securities) 372450 10 6 --------------------------- (CUSIP Number) Robert T. Thompson Robert T. Thompson Health Care Capital Partners, L.P. Health Care Executive Partners, L.P. c/o Ferrer Freeman Thompson & Co. LLC c/o Ferrer Freeman Thompson & Co. LLC The Mill The Mill 10 Glenville Street 10 Glenville Street Greenwich, CT 06831 Greenwich, CT 06831 (203) 532-8011 (203) 532-8011 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) May 19, 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. Page 1 of __ Pages - ----------------- 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 the disclosures provided in a prior cover page. The information required in 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). 13D CUSIP No. 372450 10 6 Page 2 of Pages 1 NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Health Care Capital Partners, L.P. TIN: 06-1458417 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 NUMBER OF 7 SOLE VOTING POWER SHARES 6,350,860 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,350,860 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,350,860 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% or, if Health Care Capital Partners, L.P. and Health Care Executive Partners, L.P. are deemed to be a group, 8.2% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 372450 10 6 Page 3 of Pages 1 NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Health Care Executive Partners, L.P. TIN: 06-1477466 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 NUMBER OF 7 SOLE VOTING POWER SHARES 262,896 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 262,896 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 262,896 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .3% or, if Health Care Executive Partners, L.P. and Health Care Capital Partners, L.P. are deemed to be a group, 8.2% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D ("Schedule 13D") filed by Health Care Capital Partners, L.P., a Delaware limited partnership, relating to the common stock (the "Common Stock") of Gensia Sicor Inc., a Delaware corporation (the "Company"). Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. 1. ITEM 2 OF SCHEDULE 13D, "IDENTITY AND BACKGROUND," IS HEREBY AMENDED BY DELETING THE FIRST PARAGRAPH THEREOF AND REPLACING IT WITH THE FOLLOWING PARAGRAPH: This Schedule 13D is filed on behalf of Health Care Capital Partners, L.P. ("HCCP") and Health Care Executive Partners, L.P. ("HCEP"). HCCP and HCEP are Delaware limited partnerships and are collectively referred to as the "Filer." 2. ITEM 2 OF SCHEDULE 13D, "IDENTITY AND BACKGROUND," IS HEREBY FURTHER AMENDED BY DELETING THE THIRD PARAGRAPH THEREOF AND REPLACING IT WITH THE FOLLOWING PARAGRAPH: The business addresses of HCCP, HCEP and FFT (and each of the members and executive officers of FFT set forth in Schedule I, such Schedule I hereby incorporated herein by reference) is set forth in the cover page hereof. 3. ITEM 2 OF SCHEDULE 13D, "IDENTITY AND BACKGROUND," IS HEREBY FURTHER AMENDED BY ADDING THE FOLLOWING PARAGRAPH: HCCP and HCEP may constitute a "group" as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Information with respect to each of HCCP and HCEP is given solely by each of HCCP and HCEP and no person has responsibility for the accuracy or completeness of information supplied by any other person. HCCP and HCEP have entered into a Joint Filing Agreement, dated as of May 19, 1997, attached hereto as Schedule II (such Schedule II hereby incorporated herein by reference). 4. ITEM 3 OF SCHEDULE 13D, "SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION" IS HEREBY AMENDED BY DELETING THE LAST SENTENCE OF THE FIRST PARAGRAPH THEREOF AND REPLACING IT WITH THE FOLLOWING SENTENCE. The source of funds used for the purchase of the Notes and the Warrants reported in this Schedule 13D was available committed capital of HCCP and HCEP. 5. ITEM 4 OF SCHEDULE 13D, "PURPOSE OF TRANSACTION," IS HEREBY AMENDED BY DELETING THE THIRD SENTENCE OF THE SECOND PARAGRAPH THEREOF AND REPLACING IT WITH THE FOLLOWING SENTENCE: The Closing Date was on May 19, 1997. 6. ITEM 4 OF SCHEDULE 13D, "PURPOSE OF TRANSACTIONS," IS HEREBY FURTHER AMENDED BY ADDING THE FOLLOWING PARAGRAPH: On May 19, 1997, HCCP, pursuant to Section 13.9 of the Securities Purchase Agreement, assigned to HCEP HCCP's rights under the Securities Purchase Agreement, to purchase $795,000 principal amount of the Notes and Warrants exercisable for 105,159 shares of Common Stock, and its proportionate right, title and interest in, and obligations under, the Securities Purchase Agreement and such other documents ancillary thereto (collectively, the "Assigned Interest") pursuant to the terms of an Assignment Agreement, dated as of May 19, 1997, by and between HCCP and HCEP, attached hereto as Exhibit 4. For purposes of this Item 4, all references to HCCP shall be references to HCCP and HCEP. 7. ITEM 5 OF SCHEDULE 13D, "INTEREST IN SECURITIES OF THE ISSUER," IS HEREBY AMENDED BY DELETING THE FIRST PARAGRAPH THEREOF AND REPLACING IT WITH THE FOLLOWING: (a) (i) HCCP is deemed to beneficially own 6,350,860 shares of Common Stock by virtue of its right to acquire beneficial ownership of such shares within 60 days through (A) the conversion of its portion of the Notes (which are convertible into 5,080,688 shares of Common Stock) and (B) the exercise of its portion of the Warrants which are not Contingent Warrants (such currently exercisable Warrants exercisable for 1,270,172 shares of Common Stock). Assuming the conversion of such Notes and the exercise of the currently exercisable Warrants, the 6,350,860 shares of Common Stock beneficially owned by HCCP represents, to the best of HCCP's knowledge, 7.9% of the outstanding Common Stock. (ii) HCEP is deemed to beneficially own 262,896 shares of Common Stock by virtue of its right to acquire beneficial ownership of such shares within 60 days through (A) the conversion of its portion of the Notes (which are convertible into 210,317 shares of Common Stock) and (B) the exercise of its portion of the Warrants which are not Contingent Warrants (such currently exercisable Warrants exercisable for 52,579 shares of Common Stock). Assuming the conversion of such Notes and the exercise of the currently exercisable Warrants, the 262,896 shares of Common Stock beneficially owned by HCEP represents, to the best of HCEP's knowledge, .3% of the outstanding Common Stock. (iii) Based on the foregoing, if HCCP and HCEP are deemed to be a group, they together would be deemed to beneficially own 6,613,756 shares of Common Stock, which, assuming the conversion of the Notes and the exercise of the currently exercisable Warrants, to the best of Filer's knowledge, represents 8.2% of the outstanding Common Stock. 8. ITEM 6 OF SCHEDULE 13D, "CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER," IS HEREBY AMENDED BY ADDING THE FOLLOWING: For purposes of this Item 6, all references to HCCP shall be deemed to be references to HCCP and HCEP. 9. ITEM 8 TO SCHEDULE 13D, "MATERIALS TO BE FILED AS EXHIBITS," IS HEREBY AMENDED BY ADDING THE FOLLOWING: Exhibit 4: Assignment Agreement, dated as of May 19, 1997, by and between HCCP and HCEP. 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. Date: May 27, 1997 HEALTH CARE CAPITAL PARTNERS, L.P. By: FERRER FREEMAN THOMPSON & CO. LLC, its General Partner By: /s/Robert T. Thompson -------------------------- Name: Robert T. Thompson Title: Member HEALTH CARE EXECUTIVE PARTNERS, L.P. By: FERRER FREEMAN THOMPSON & CO. LLC, its General Partner By: /s/Robert T. Thompson -------------------------- Name: Robert T. Thompson Title: Member Schedule I HEALTH CARE CAPITAL PARTNERS, L.P. HEALTH CARE EXECUTIVE PARTNERS, L.P. DIRECTORS AND EXECUTIVE OFFICERS Name Principal Occupation - ---- -------------------- Carlos A. Ferrer Member of Ferrer Freeman Thompson & Co LLC, general partner of Health Care Capital Partners, L.P. and Health Care Executive Partners, L.P. David A. Freeman Member of Ferrer Freeman Thompson & Co LLC, general partner of Health Care Capital Partners, L.P. and Health Care Executive Partners, L.P. Robert T. Thompson Member of Ferrer Freeman Thompson & Co LLC, general partner of Health Care Capital Partners, L.P. and Health Care Executive Partners, L.P. Schedule II Joint Filing Agreement This will confirm the agreement by and between all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the deemed beneficial ownership by the undersigned of shares of the common stock of Gensia Sicor Inc. is being filed on behalf of each of the undersigned. HEALTH CARE CAPITAL PARTNERS, L.P. By: FERRER FREEMAN THOMPSON & CO. LLC, its General Partner By: /s/Robert T. Thompson -------------------------- Name: Robert T. Thompson Title: Member HEALTH CARE EXECUTIVE PARTNERS, L.P. By: FERRER FREEMAN THOMPSON & CO. LLC, its General Partner By: /s/Robert T. Thompson -------------------------- Name: Robert T. Thompson Title: Member EXHIBIT INDEX Exhibit No. Page No. - ----------- -------- 4. Assignment Agreement, dated as of May 19, 1997, by and between HCCP and HCEP. EX-4 2 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May 19, 1997, by and between Health Care Capital Partners, L.P. ("Assignor") and Health Care Executive Partners, L.P. ("Assignee"). R E C I T A L S - - - - - - - - A. Reference is made to the documents listed on Schedule A hereto, as such agreements may have been amended, supplemented or restated to the date hereof (the "Operative Agreements"). B. As of the date hereof, Assignor, pursuant to the Purchase Agreement (as defined on Schedule A), has the right to acquire $20,000,000 aggregate principal amount of 2.675% Subordinated Convertible Notes due May 1, 2004 (the "Notes") and a Warrant (the "Warrant"), representing the right to acquire 2,645,503 shares of common stock of the Company (the "Common Stock"). C. Assignor desires to sell, assign and transfer to its affiliate, the Assignee (the "Assignment") the Assignor's rights under the Purchase Agreement to purchase $795,000 principal amount of the Notes and Warrants exercisable for 105,159 shares of Common Stock, and its proportionate right, title and interest in, and obligations under, the Operative Documents (collectively, the "Assigned Interest") pursuant to the terms hereof. D. This Assignment is in conformance with Section 13.9 of the Purchase Agreement, which permits HCCP to assign any of its right, and obligations under the Purchase Agreement to any fund for which Ferrer Freeman Thompson & Co. LLC is the general partner, as is the case with respect to HCEP. In consideration of the premises and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. ASSIGNMENT. (a) Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and interest in and to the Assigned Interest along with all property and rights relating thereto, and (b) Assignee hereby accepts the Assigned Interest from Assignor and assumes all liabilities and obligations of Assignor under the Assigned Interest. 2. COOPERATION. Assignor and Assignee agree to execute such other documents and take such other actions as may be necessary to effectuate the purposes hereof, including any stock powers. 3. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereto shall be interpreted, enforced in accordance with, and governed by, the laws of the State of New York applicable to agreements made and to be performed wholly within that jurisdiction, without regard to the conflicts of law principles thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. ASSIGNOR: HEALTH CARE CAPITAL PARTNERS L.P. By: FERRER FREEMAN THOMPSON & CO. LLC., its General Partner By: /S/ROBERT T. THOMPSON ----------------------- Name: Robert T. Thompson Title: Member Accepted and Agreed as of the date first above written HEALTH CARE EXECUTIVE PARTNERS L.P. By: FERRER FREEMAN THOMPSON & CO. LLC., its General Partner By: /S/ROBERT T. THOMPSON ----------------------- Name: Robert T. Thompson Title: Member SCHEDULE A 1. Securities Purchase Agreement, dated May 1, 1997 ("Purchase Agreement"), by and between Gensia Sicor Inc. (the "Company") and Health Care Capital Partners, L.P. ("HCCP") 2. Side Letter, dated May 1, 1997, from the Company to HCCP 3. Side Letter, dated May 1, 1997, from HCCP to the Company 4. Side Letter, dated May 1, 1997, from Rakepoll Finance N.V. ("Rakepoll") to HCCP 5. Side Letter, dated May 1, 1997, from HCCP to Rakepoll 6. Side Letter, dated May 1, 1997, from HCCP to the Company -----END PRIVACY-ENHANCED MESSAGE-----