-----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, LH42q4cKMisJaYDGMBDDaEONCu297nFfORTMq2kxQLpsq4mw1aTX3aUIUIJCaRjK 0aVys8rQWg69pGwUBUuGqw== 0001047469-98-043099.txt : 19981207 0001047469-98-043099.hdr.sgml : 19981207 ACCESSION NUMBER: 0001047469-98-043099 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981204 GROUP MEMBERS: BIOTECHNOLOGY VALUE FUND L P ET AL GROUP MEMBERS: BVF INC. GROUP MEMBERS: BVF PARTNERS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QLT PHOTO THERAPEUTICS INC CENTRAL INDEX KEY: 0000827809 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43381 FILM NUMBER: 98764483 BUSINESS ADDRESS: STREET 1: 520 W 6TH AVE STREET 2: STE 200 CITY: VANCOUVER BC CANADA STATE: A1 BUSINESS PHONE: 6048727881 FORMER COMPANY: FORMER CONFORMED NAME: QUADRA LOGIC TECHNOLOGIES INC DATE OF NAME CHANGE: 19941201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P ET AL CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363924731 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-288-2395 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D- 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a) (AMENDMENT NO. 1)(1) QLT PHOTOTHERAPEUTICS INC. -------------------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 746927 10 2 -------------- (CUSIP Number) Marc Schneidman BVF Partners L.P. 333 West Wacker Drive, Suite 1600 Chicago, Illinois 60606 (312) 263-7777 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 1998 ------------------------------------------------------- (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. (Continued on following 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 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 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). CUSIP NO. 746927 10 2 13D Page 2 of 7 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BIOTECHNOLOGY VALUE FUND, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (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 -0- NUMBER OF 8 SHARED VOTING POWER SHARES 649,050 BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH -0- REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 649,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 649,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 746927 10 2 13D Page 3 of 7 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BVF PARTNERS L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (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 DELAWARE 7 SOLE VOTING POWER -0- NUMBER OF 8 SHARED VOTING POWER SHARES 1,309,800 BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,309,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,309,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 746927 10 2 13D Page 4 of 7 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BVF INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, 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 DELAWARE 7 SOLE VOTING POWER -0- NUMBER OF 8 SHARED VOTING POWER SHARES 1,309,800 BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,309,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,309,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% 14 TYPE OF REPORTING PERSON* IA, CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 746927 10 2 13D Page 5 of 7 Pages Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D dated September 1, 1998, (as so amended, the "Statement"), is filed with the Securities and Exchange Commission on behalf of Biotechnology Value Fund, L.P., a Delaware limited partnership ("BVF"), BVF Partners L.P., a Delaware limited partnership ("Partners"), and BVF Inc., a Delaware corporation ("BVF Inc." and, together with BVF and Partners, the "Reporting Persons") with respect to the Common Stock (the "Stock") of QLT Phototherapeutics Inc., a Delaware corporation ("QLT"). Item 3 is hereby amended to read in its entirety as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Since October 1, 1998, Partners, in its capacity as general partner of BVF, has purchased on behalf of such limited partnership an aggregate number of 33,000 shares of the Stock for an aggregate consideration of $382,665.27, utilizing funds provided by BVF from its working capital pursuant to the terms of its limited partnership agreement with Partners, and sold on behalf of such limited partnership an aggregate number of 203,900 shares of the Stock for an aggregate consideration of $3,321,034.34. In addition, Partners, in its capacity as investment manager with respect to certain managed accounts, has purchased on behalf of such managed accounts an aggregate number of 21,500 shares of the Stock for an aggregate consideration of $270,845.85, utilizing funds under management by Partners pursuant to investment management agreements between Partners and such managed accounts, and has sold on behalf of such managed accounts an aggregate number of 311,500 shares of the Stock for an aggregate consideration of $5,335,010.16. This Amendment is also being filed to report purchases that inadvertently were unreported on the Schedule 13G filed on August 27, 1998. On July 7, 1998, Partners, in its capacity as general partner of BVF, purchased on behalf of such limited partnership call options for an aggregate number of 92,000 shares of Stock for an aggregate consideration of $266,800.00, utilizing funds provided by BVF from its working capital pursuant to the terms of its limited partnership agreement with Partners. In addition, Partners, in its capacity as investment manager with respect to certain managed accounts, purchased on behalf of such managed accounts call options for an aggregate number of 108,000 shares of the Stock for an aggregate consideration of $313,200.00, utilizing funds under management by Partners pursuant to investment management agreements between Partners and such managed accounts. On August 12, 1998, Partners, in its capacity as general partner of BVF, purchased on behalf of such limited partnership an aggregate number of 35,000 shares of the Stock for an aggregate consideration of $544,502.00, utilizing funds provided by BVF from its working capital pursuant to the terms of its limited partnership agreement with Partners. In addition, Partners, in its capacity as investment manager with respect to certain managed accounts, purchased on behalf of such managed accounts an aggregate number of 30,000 shares of the Stock for an aggregate consideration of $466,716.00, utilizing funds under management by Partners pursuant to investment management agreements between Partners and such managed accounts. CUSIP NO. 746927 10 2 13D Page 6 of 7 Pages The purchases referred to herein were made for investment purposes only and not for the purpose of or with the effect of changing or influencing the control of QLT. Item 5 is hereby amended to read in its entirety as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) BVF beneficially owns 649,050 shares of the Stock, Partners beneficially owns 1,309,800 shares of the Stock, and BVF Inc. beneficially owns 1,309,800 shares of the Stock, approximately 2.4%, 4.9% and 4.9%, respectively, of the aggregate number of shares outstanding as of November 30, 1998 (as verified by QLT). (b) BVF shares voting and dispositive power over the 649,050 shares of the Stock it beneficially owns with Partners. Partners and BVF Inc. share voting and dispositive power over the 1,309,800 shares of the Stock they beneficially own with, in addition to BVF, the managed accounts on whose behalf Partners, as investment manager, purchased such shares. The managed accounts on whose behalf Partners owns shares of the Stock are Investment 10 L.L.C., an Illinois limited liability company ("ILL10"), Palamundo, L.D.C., a limited duration company organized under the laws of the Cayman Islands ("Palamundo"), ZPG Securities, L.L.C., a New York limited liability company ("ZPG") and Biotechnology Value Fund, Ltd., a Cayman Islands Corporation ("BVF Ltd."). ILL10, Palamundo, ZPG and BVF Ltd. are collectively referred to herein as the "Accounts." The Accounts specialize in holding biotechnology stocks for investment purposes and the business address of each is BVF Partners L.P., 333 West Wacker Drive, Suite 1600, Chicago, Illinois 60606. (c) No transactions in the Stock have been effected by the Reporting Persons during the past 60 days. (d) The Accounts are entitled to receive dividends and any sale proceeds with respect to the Stock in proportion to their respective ownership interests therein. (e) As of November 30, 1998, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Stock. Item 7 is hereby amended to read in its entirety as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Agreement Regarding Joint Filing Exhibit B - Transactions in the Stock by the Reporting Persons during the past sixty (60) days. CUSIP NO. 746927 10 2 13D Page 7 of 7 Pages 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: December 3, 1998. BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners L.P., its general partner By: BVF Inc., its general partner By: /s/ MARK N. LAMPERT ------------------- Mark N. Lampert President BVF PARTNERS L.P. By: BVF Inc., its general partner By: /s/ MARK N. LAMPERT ------------------- Mark N. Lampert President BVF INC. By: /s/ MARK N. LAMPERT ------------------- Mark N. Lampert President EXHIBIT A AGREEMENT REGARDING JOINT FILING The undersigned, Biotechnology Value Fund, L.P., a Delaware limited partnership, and BVF Partners L.P., a Delaware limited partnership, and BVF Inc., a Delaware corporation, hereby agree and acknowledge that the Amendment containing the information required by Schedule 13D, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them. Dated: December 3, 1998. BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners L.P., its general partner By: BVF Inc., its general partner By: /s/ MARK N. LAMPERT ------------------- Mark N. Lampert President BVF PARTNERS L.P. By: BVF Inc., its general partner By: /s/ MARK N. LAMPERT ------------------- Mark N. Lampert President BVF INC. By: /s/ MARK N. LAMPERT ------------------- Mark N. Lampert President EXHIBIT B TRANSACTIONS IN THE STOCK BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS
For the Price per Trade Date By Account of Quantity Share Type of Trade Broker - ---------- -- ---------- -------- --------- ------------- ------ 10/02/98 BVF Partners 27,700 $11.3550 Purchase NBSI 10/02/98 ILL10 Partners 3,000 $11.3550 Purchase NBSI 10/02/98 PAL Partners 2,000 $11.3550 Purchase NBSI 10/02/98 ZPG Partners 1,000 $11.3550 Purchase NBSI 10/02/98 BVF Ltd. Partners 10,000 $11.3550 Purchase NBSI 10/05/98 BVF Partners 2,300 $11.0389 Purchase INET 10/05/98 ILL10 Partners 1,000 $11.0389 Purchase INET 10/05/98 BVF Ltd. Partners 2,000 $11.0389 Purchase INET 10/16/98 BVF Partners 2,000 $13.0625 Purchase INET 10/16/98 BVF Ltd. Partners 2,000 $13.0625 Purchase INET 10/27/98 BVF Partners (20,000) $15.2380 Sale NBSI 10/27/98 ILL10 Partners (6,000) $15.2380 Sale NBSI 10/27/98 PAL Partners (2,000) $15.2380 Sale NBSI 10/27/98 ZPG Partners (1,400) $15.2380 Sale NBSI 10/27/98 BVF Ltd. Partners (20,600) $15.2380 Sale NBSI 11/01/98 BVF Partners (20,000) $15.1800 Sale NBSI 11/01/98 ILL10 Partners (10,000) $15.1800 Sale NBSI 11/01/98 PAL Partners (3,000) $15.1800 Sale NBSI 11/01/98 ZPG Partners (2,000) $15.1800 Sale NBSI 11/01/98 BVF Ltd. Partners (15,000) $15.1800 Sale NBSI 11/04/98 ILL10 Partners (3,500) $17.5000 Sale INET 11/04/98 BVF Ltd. Partners (3,000) $17.5000 Sale INET 11/06/98 BVF Partners (40,000) $17.5432 Sale NBSI 11/06/98 ILL10 Partners (7,000) $17.5432 Sale NBSI 11/06/98 BVF Ltd. Partners (20,000) $17.5432 Sale NBSI 11/16/98 BVF Partners 1,000 $16.4583 Purchase INET 11/16/98 BVF Ltd. Partners 500 $16.4583 Purchase INET
For the Price per Trade Date By Account of Quantity Share Type of Trade Broker - ---------- -- ---------- -------- --------- ------------- ------ 11/20/98 PAL Partners (2,800) $17.0670 Sale INET 11/23/98 BVF Partners (3,000) $17.1250 Sale INET 11/24/98 BVF Partners (27,400) $16.1361 Sale NBSI 11/24/98 ILL10 Partners (5,000) $16.1361 Sale NBSI 11/24/98 PAL Partners (5,000) $16.1361 Sale NBSI 11/24/98 ZPG Partners (3,000) $16.1361 Sale NBSI 11/24/98 BVF Ltd. Partners (24,000) $16.1361 Sale NBSI 11/24/98 BVF Partners (6,000) $16.4091 Sale INET 11/24/98 BVF Ltd. Partners (5,000) $16.4091 Sale INET 11/25/98 BVF Partners (23,800) $16.4842 Sale INET 11/25/98 PAL Partners (10,000) $16.3056 Sale NBSI 11/25/98 ZPG Partners (5,000) $16.3056 Sale NBSI 11/25/98 BVF Ltd. Partners (22,600) $16.3056 Sale NBSI 11/30/98 BVF Partners (63,700) $16.1329 Sale NBSI 11/30/98 ILL10 Partners (15,000) $16.1329 Sale NBSI 11/30/98 PAL Partners (10,000) $16.1329 Sale NBSI 11/30/98 BVF Ltd. Partners (120,000) $16.1329 Sale NBSI
INET = Instinet NBSI = Nesbitt Burns -----END PRIVACY-ENHANCED MESSAGE-----