-----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, UgXJG/fFEQsv6C89LazXHv5dwgZ3xoZzZ03old61bV/bW/F+WILRS2ybQOXYbiei UqBnO/Ck8w7LUvtzO7A5zw== 0000062391-97-000007.txt : 19970110 0000062391-97-000007.hdr.sgml : 19970110 ACCESSION NUMBER: 0000062391-97-000007 CONFORMED SUBMISSION TYPE: SC 13D/A 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: CELL GENESYS INC CENTRAL INDEX KEY: 0000865231 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943061375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43085 FILM NUMBER: 97503426 BUSINESS ADDRESS: STREET 1: 322 LAKESIDE DR CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 4153589600 MAIL ADDRESS: STREET 1: 322 LAKESIDE DR CITY: FOSTER CITY STATE: CA ZIP: 94404 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 #2 TO CELL GENESYS 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment #2 Under the Securities Exchange Act of 1934 CELL GENESYS, INC. ---------------------------- (Name of Issuer) Common Stock par value $.001 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 150921 10 4 ----------------- (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. 150921 10 4 ___________________________________________________________________________ 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 2,750,000* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 2,750,000* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 2,750,000* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 16.0% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Includes up to 750,000 shares that may be purchased for $13.00 per share upon the exercise of a Common Stock Purchase Warrant during the period beginning November 27, 1995, and ending October 9, 2000. 3 CUSIP No. 150921 10 4 ___________________________________________________________________________ 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 2,750,000* Number of ____________________________________________________________ Shares Beneficially 8) Shared Voting Power 0 Owned by ____________________________________________________________ Each Reporting 9) Sole Dispositive Power 2,750,000* Person With ____________________________________________________________ 10) Shared Dispositive Power 0 ___________________________________________________________________________ 11) Aggregate Amount Beneficially Owned 2,750,000* by Each Reporting Person ___________________________________________________________________________ 12) Check Box If the Aggregate Amount [ ] in Row (11) Excludes Certain Shares ___________________________________________________________________________ 13) Percent of Class Represented 16.0% by Amount in Row (11) ___________________________________________________________________________ 14) Type of Reporting Person CO ___________________________________________________________________________ * Includes up to 750,000 shares that may be purchased for $13.00 per share upon the exercise of a Common Stock Purchase Warrant during the period beginning November 27, 1995, and ending October 9, 2000. 4 This Amendment to the Statement on Schedule 13D (the "Schedule 13D") with respect to the Common Stock of Cell Genesys, Inc. (the "Issuer"), of Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"), and HMR Pharma, Inc., a Delaware corporation ("Pharma"), is filed solely to report 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. 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 2. IDENTITY AND BACKGROUND. - ------- ------------------------ Item 2 of this Schedule 13D is amended to read as follows: (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 99.E hereto. Information as to the executive officers and directors of Hoechst AG is set forth in Exhibit 99.F 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 99.E or 99.F 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 99.E or 99.F 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. ITEM 4. PURPOSE OF TRANSACTION. - ------- ----------------------- The final two paragraphs of Item 4 of this Schedule 13D are amended to read as follows: The HRS Waiting Period expired and the transactions described herein were consummated on November 27, 1995. Except as set forth in this Schedule and as may be contemplated in the Stock Purchase Agreement, the Collaboration Agreement, the Cross License Agreement, and the Settlement Procedure Agreement, neither HMRI, Pharma, 5 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. - ------- ------------------------------------- Item 5 of this Schedule 13D is amended to read as follows: (a) HMRI beneficially owns 2,000,000 Shares of the Issuer's Common Stock and a warrant to purchase up to 750,000 Warrant Shares, together representing approximately 16.0% of the Issuer's Common Stock outstanding at October 31, 1996 on a fully-diluted basis. The Warrant was issued to HMRI concurrently with the Shares, and HMRI has the right to acquire the Warrant Shares upon payment of the warrant exercise price. 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. (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) None. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH - ------- RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------ The first paragraph of Item 6 of this Schedule 13D is amended to read as follows: Other than the Stock Purchase Agreement and the Warrant, 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. 6 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ------- --------------------------------- Item 7 of this Schedule 13D is amended by changing Exhibits 99.D, 99.E, and 99.F to read as follows: 99.D Agreement to File Jointly dated January 9, 1997, by and between HMRI and Pharma. 99.E Information concerning directors and executive officers of HMRI and Pharma. 99.F Information concerning directors and executive officers of Hoechst AG. 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.D Agreement to File Jointly dated January 9, 9 1997, by and between HMRI and Pharma. 99.E Information concerning directors and 10 executive officers of HMRI and Pharma. 99.F Information concerning directors and 12 executive officers of Hoechst AG. EX-99 2 EXHIBIT 99D TO CELL GENESYS 13D 9 EXHIBIT 99.D 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 99E TO CELL GENESYS 13D 10 Exhibit 99.E 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 99F TO CELL GENESYS 13D 12 EXHIBIT 99.F 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-----