-----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, S5CzOAaAZKn2h/cKQ7+QEgoITWEhpruQ+BenptXq2nfEZ1SfVOz9K6By38zi94rC aYplpcOQjovAwkujYmd81w== 0000950149-00-000558.txt : 20000322 0000950149-00-000558.hdr.sgml : 20000322 ACCESSION NUMBER: 0000950149-00-000558 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000321 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IDEC PHARMACEUTICALS CORP / DE CENTRAL INDEX KEY: 0000875045 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330112644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42028 FILM NUMBER: 574139 BUSINESS ADDRESS: STREET 1: 11011 TORREYANA ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195508500 MAIL ADDRESS: STREET 1: 11011 TORREYANA ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENENTECH INC CENTRAL INDEX KEY: 0000318771 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942347624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 DNA WAY CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4152251000 MAIL ADDRESS: STREET 1: 460 POINT SAN BRUNO BLVD STREET 2: . CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 SC 13D/A 1 AMENDMENT NO. 5 ON SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 5) IDEC Pharmaceuticals Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 449370 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) IDEC Pharmaceuticals Corporation William H. Rastetter, Ph.D. 11011 Torreyana Road, San Diego, California 92121 (858)550-8500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 18, 2000 - -------------------------------------------------------------------------------- (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 of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement. [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class). (See Rule 13d-7.) Note: This document is being electronically filed with the Commission, using the EDGAR system. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page should 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 ("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). 2 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Genentech, Inc. 94-2347624 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group Not Applicable (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC - -------------------------------------------------------------------------------- (5) Check 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: 195,514 shares of non-voting Series A-1, A-2, A-3 and A-6 Preferred Stock convertible into 2,341,586* shares of Common Stock and 200,000* shares Common Stock Number of Shares Beneficially (8) Shared Voting Power: 0 Owned by Each Reporting Person (9) Sole Dispositive Power: 195,514 shares of non-voting Series A-1, A-2, A-3 and A-6 Preferred Stock convertible into 2,341,586* shares of Common Stock and 200,000* shares Common Stock (10) Shared Dispositive Power: 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 195,514 shares of non-voting Series A-1, A-2, A-3 and A-6 Preferred Stock convertible into 2,341,586* shares of Common Stock and 200,000* shares Common Stock --------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 5.8% of Common Stock - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Genentech, Inc. ("Genentech" or "Reporting Person") hereby amends its statement on Schedule 13D filed with the Securities and Exchange Commission on March 25, 1995 (the "Original Schedule 13D") and previously amended on August 25, 1995, April 11, 1996, May 31, 1996 and February 13, 1998 with respect to the Convertible Preferred Stock (defined below) and Common Stock of IDEC Pharmaceuticals Corporation. *POST IDEC'S 2:1 STOCK SPLIT EFFECTIVE AS OF DECEMBER 21, 1999. 3 ITEM 1: SECURITY AND ISSUER 1. Class of Securities: Common Stock and Common Stock issuable upon conversion of Preferred Stock 2. Issuer: IDEC Pharmaceuticals Corporation ("IDEC") 3. Principal Address: 11011 Torreyana Road, San Diego, CA 92121 ITEM 2: IDENTITY AND BACKGROUND a. Reporting Person: Genentech, Inc. ("Genentech") b. Place of Organization: Delaware c. Principal Business: Pharmaceutical company d. Principal Business Address: 1 DNA Way, South San Francisco, CA 94080 e. Principal Office: As above f. Criminal Convictions: None g. Civil Adjudication of Violation of Securities Laws: None Attached hereto as Exhibit A is a list of Genentech's executive officers and directors as required by Instruction C to Schedule 13D. ITEM 3: SOURCE AND AMOUNT OF FUNDS Pursuant to the terms of a Preferred Stock Purchase Agreement between Genentech and IDEC dated March 16, 1995 (the "Purchase Agreement"), a copy of which was attached as Exhibit B to the Original Schedule 13D. Genentech agreed to purchase up to six subseries of IDEC's Series A Preferred Stock. The six subseries of Series A Preferred Stock issuable pursuant to the Purchase Agreement are hereinafter referred to as the "Convertible Preferred Stock." Under the terms of the Purchase Agreement, on April 4, 1995, Genentech purchased 100,000 shares of IDEC's Series A-1 Preferred Stock (initially convertible into 1,000,000 shares of IDEC Common Stock) for $50.00 per share of Series A-1 Preferred Stock. The total purchase price of $5,000,000 for the Series A-1 Preferred Stock was paid from Genentech's working capital. Under the terms of the Purchase Agreement, on August 22, 1995, Genentech purchased 37,521 shares of IDEC's Series A-2 Preferred Stock (initially convertible into 375,210 shares of IDEC Common Stock) for $66.63 per share of Series A-2 Preferred Stock. The total purchase price of $2,500,000 for the Series A-2 Preferred Stock was paid from Genentech's working capital. Under the terms of the Purchase Agreement, on March 15, 1996, Genentech purchased 22,993 shares of IDEC's Series A-3 Preferred Stock (initially convertible into 229,930 shares of IDEC Common Stock) for $217.46 per share of Series A-3 Preferred Stock. The total purchase price of $5,000,000 for the Series A-3 Preferred Stock was paid from Genentech's working capital. Under the terms of an Acceleration Agreement between Genentech and IDEC dated May 9, 1996 (the "Acceleration Agreement"), a copy of which was attached as Exhibit B to the Amended Schedule 13D filed with the Securities and Exchange Commission on May 21, 1996, Genentech purchased 100,000 shares of IDEC's Series A-6 Preferred Stock at $75.00 per share of Series A-6 Preferred Stock. The total purchase price of $7,500,000 for the Series A-6 Preferred Stock was paid from Genentech's working capital. Each share of Series A-6 Preferred Stock became convertible into 2.15653 shares of IDEC Common Stock on December 24, 1997, the date that was 20 trading days following the date of marketing approval of IDEC's C2B8 by the U.S. Food and Drug Administration. Each share of Convertible Preferred Stock is convertible, at the option of Genentech, into shares of IDEC's Common Stock at predetermined rates described in IDEC's Certificate of Determination of Preferences (the "Certificate") and will not have voting rights until converted into shares of IDEC Common Stock. Each share of Convertible Preferred Stock also will automatically convert into shares of IDEC's Common Stock at predetermined rates described in the Certificate upon transfer of ownership to a third party unaffiliated with Genentech. Under the 1995 Registration Rights Agreement between IDEC and Genentech, IDEC, at Genentech's request, will file resale registration statements covering certain of the shares of Common Stock issuable upon conversion of the Convertible Preferred Stock. 4 Genentech and IDEC also entered into a Collaboration Agreement dated as of March 16, 1995, as amended, and an Expression Technology License dated as of March 16, 1995. Under the terms of the Collaboration Agreement, Genentech and IDEC will collaborate in the development of C2B8 for the treatment of humans of non-Hodgkins B Cell Lymphoma in the United States and Canada. The two companies will co-promote C2B8 for the treatment in humans of non-Hodgkins B Cell Lymphoma in the United States and Canada, and share profits from its commercialization. IDEC also granted Genentech exclusive marketing rights to all other markets outside the United States and Canada, and IDEC will receive a royalty on sales in such markets. Genentech has sublicensed its marketing rights in Japan to an unrelated third party and has agreed to sublicense its marketing rights other than in the United States and Japan to a related third party. Under the terms of the Collaboration Agreement, IDEC has an obligation to create a vacancy on its Board of Directors and to use its best efforts to have elected a Genentech representative. IDEC's obligation regarding the board seat shall continue until certain events occur, including termination of the Collaboration Agreement or Genentech holding less than the number of shares representing the Common Stock equivalent of the shares of Series A-1 and Series A-2 Preferred Stock, i.e., the equivalent of 1,375,210 shares of Common Stock (prior to IDEC's 2:1 stock split effective December 21, 1999). Under the terms of the Expression Technology License, IDEC licensed its proprietary vector technology for high expression of recombinant proteins in mammalian cells in consideration for an up-front licensing fee and royalties on sales of Genentech products manufactured using the technology. ITEM 4: PURPOSE OF TRANSACTION The purpose of the purchases of the shares of Convertible Preferred Stock on April 4, 1995, August 22, 1995, March 15, 1996 and May 9, 1996 is investment. Depending on its evaluation of IDEC's business, prospects, financial condition, the market for IDEC securities, other opportunities available to Genentech, general economic conditions, general market conditions, other future developments and the contractual restrictions described in Items 3 and 6, Genentech may decide to sell some or all of its investment in the capital stock of IDEC through public market sales or in negotiated transactions, to or through one or more broker-dealers, or in underwritten offerings, block trades, agency placements, brokerage transactions or otherwise. Depending on the same factors, Genentech may in the future purchase additional capital stock of IDEC or enter into hedging or similar transactions as described in Item 6. Except as described in Items 3 and 6 and the foregoing paragraph, Genentech does not have any plan or proposal relating to, or which would result in, any event described in (a) - (j) of the instructions to this Item 4. ITEM 5: INTEREST IN SECURITIES OF ISSUER a. Beneficial Ownership by Genentech: 2,541,586(1) Percentage Ownership by Genentech: 5.8%
To the best of Genentech's knowledge, none of the persons listed on Exhibit A hereto beneficially owns any Common Stock of IDEC. b. Sole Voting Power of Genentech: 2,541,586 Shared Voting Power: 0 Sole Dispositive Power of Genentech: 2,541,586 Shared Dispositive Power: 0
To the best of Genentech's knowledge, none of the persons listed on Exhibit A hereto has any sole or shared power to vote or to direct the vote of any IDEC Common Stock nor sole or shared power to dispose of or direct the disposition of any IDEC Common Stock. c. Recent Transactions: Shares of IDEC Common Stock were sold by Genentech in the public market through broker transactions during February 2000. The sales transactions are set forth on Exhibit B attached hereto and are hereby incorporated by reference. Except as set forth on Exhibit B hereto and as described in Item 6, no transactions in IDEC's Common Stock have been effected during the past 60 days by Genentech nor, to the best of its knowledge, by any of the persons listed on Exhibit A hereto. d. Receipt of dividends, etc.: Not applicable e. Ownership below 5%: Not applicable - -------- (1) On a Common Stock equivalent basis. 5 ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER To the best knowledge of the undersigned, except as described below and in Item 3, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of IDEC, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees or profits, division of profits or losses, or the giving or withholding of proxies. Under the Standstill Agreement between the parties dated as of March 16, 1995 (the "Standstill Agreement"), a copy of which was attached to the Original Schedule 13D as Exhibit D, Genentech and IDEC have agreed as follows: 1. Prior to March 16, 2001, Genentech will not acquire any IDEC equity securities without the written consent of IDEC, except as described in Item 3; and 2. Prior to March 16, 2001, Genentech will not, without the written consent of IDEC, make, directly or indirectly, any solicitation of proxies from stockholders to vote (i) in any contest regarding the election of directors of IDEC except to the extent necessary to maintain the election of one director representing Genentech; or (ii) in any contest or on any proposition regarding any business combination, restructuring, liquidation, sale of assets, extraordinary dividend or other extraordinary transaction which (A) was initiated by Genentech or any affiliate of Genentech, or (B) involves IDEC and any third party or person controlled by, under common control with, controlling, or otherwise affiliated with Genentech. The foregoing obligations terminate earlier upon the occurrence of certain events described in the Standstill Agreement. Subject to the contractual restrictions described above, Genentech may from time to time enter into hedging transactions, including short sales and buying puts and selling calls, for its own account or with broker-dealers and the broker-dealers may engage in short sales of Common Stock of IDEC in the course of hedging the positions they assume with Genentech. In connection with such transactions, Genentech may also loan or pledge shares of Convertible Preferred Stock to a broker-dealer. Genentech has recently entered into the following hedging transactions: On December 11, 1997, in privately negotiated transactions, Genentech sold call options covering an aggregate of 170,000 shares of IDEC Common Stock. The strike price of the call option was $41.60 per share. The call options were exercised on June 1, 1999. Between December 16, 1997 and December 29, 1997, in privately negotiated transactions, Genentech sold call options covering an aggregate of 190,000 shares of IDEC Common Stock. The strike prices of the call options ranged from $42.84 to $43.47 per share. The call options were exercised on November 1, 1999. Between December 30, 1997 and January 6, 1998, in privately negotiated transactions, Genentech sold call options covering an aggregate of 220,000 shares of IDEC Common Stock. The strike prices of the call options ranged from $44.05 to $44.61 per share. The call options were exercised on February 16, 2000. The call options were exercised and settled in cash, and Genentech paid to the counterparty an amount equal to (a) the number of shares subject to the call option multiplied by (b) the positive amount determined by subtracting the call option strike price from the market price per share of the Common Stock on the expiration date (the "Market Price"). On December 11, 1997, in privately negotiated transactions, Genentech purchased put options covering an aggregate of 170,000 shares of IDEC Common Stock. The strike price of the put option was $32.42 per share. The put options were exercised on June 1, 1999. Between December 16, 1997 and December 29, 1997, in privately negotiated transactions, Genentech purchased put options covering an aggregate of 190,000 shares of IDEC Common Stock. The strike prices of the put options ranged from $32.30 to $32.78 per share. The put options were exercised on November 1, 1999. Between December 30, 1997 and January 6, 1998, in privately negotiated transactions, Genentech purchased put options covering an aggregate of 220,000 shares of IDEC Common Stock. The strike prices of the put options ranged from $32.37 to $32.78 per share. The put options were exercised on February 16, 2000. 6 The put options were exercised and settled in cash, and the counterparty paid to Genentech an amount equal to (a) the number of shares subject to the put option multiplied by (b) the positive amount determined by subtracting the Market Price from the put option strike price. Genentech entered into the call and put options to reduce the investment risk associated with its rights to convert its Convertible Preferred Stock into shares of the Common Stock. Genentech intends to engage in additional hedging activity, which may include the sale of additional call options and the purchase of additional put options, in connection with hedging the investment risk associated with its conversion rights with respect to its Convertible Preferred Stock. ITEM 7: EXHIBITS Exhibit A: Additional information regarding Item 2 hereof. Exhibit B: Additional information regarding Item 5.c. hereof. 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: March 20, 2000 GENENTECH, INC. Stephen G. Juelsgaard Senior Vice President, General Counsel and Secretary 7 EXHIBIT A ITEM 2 (ADDITIONAL INFORMATION): LIST OF EXECUTIVE OFFICERS AND DIRECTORS OF GENENTECH, INC.
NAME PRESENT PRINCIPAL OCCUPATION - ---- ---------------------------- EXECUTIVE OFFICERS William R. Arathoon, Ph.D. Vice President, Process Sciences and Manufacturing Joffre B. Baker, Ph.D. Vice President, Research Discovery J . Joseph Barta Vice President, Quality Stephen G. Dilly, M. D., Ph.D. Vice President, Medical Affairs David Ebersman Vice President, Product Development Robert L. Garnick, Ph.D. Vice President, Regulatory Affairs Susan D. Desmond-Hellmann, M.D., M.P.H. Executive Vice President, Development and Product Operations and Chief Medical Officer Dennis J. Henner, Ph.D. Senior Vice President, Research Judith A. Heyboer Senior Vice President, Human Resources Paula M. Jardieu, Ph.D. Vice President, Pharmacological Sciences Sean A. Johnston, Ph.D. Vice President, Intellectual Property Stephen G. Juelsgaard Senior Vice President, General Counsel and Secretary Cynthia J. Ladd Vice President, Corporate Law and Assistant Secretary Louis J. Lavigne, Jr. Executive Vice President and Chief Financial Officer Laura Leber Vice President, Corporate Communications Arthur D. Levinson, Ph.D. Director, Chairman and Chief Executive Officer Walter K. Moore Vice President, Government Affairs James P. Panek Senior Vice President, Product Operations Diane L. Parks Vice President, Marketing Kimberly J. Popovits Vice President, Sales Daniel S. Sulzbach, Ph.D. Vice President, Information Resources John M. Whiting Controller and Chief Accounting Officer DIRECTORS Herbert W. Boyer, Ph.D. Director of Genentech, Inc. Franz B. Humer, Ph.D. Chief Executive Officer of Roche Holding Ltd and Head of the Pharmaceuticals Division of Roche Holding Ltd Jonathan K. C. Knowles, Ph.D. President of Global Research of F. Hoffmann-La Roche Holding Ltd Sir Mark Richmond Senior Research Fellow at the School of Public Policy, University College London Charles Sanders, M.D. Director of Genentech, Inc. MAILING ADDRESS FOR ALL EXECUTIVE OFFICERS AND DIRECTORS: 1 DNA Way South San Francisco, CA 94080-4990
During the last five years: (i) none of the individuals described above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (ii) none of the individuals described above has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the individuals listed above is a U.S. citizen, except Dr. Humer who is a citizen of Switzerland, Dr. Knowles who is a citizen of England and Sir Richmond who is a citizen of the United Kingdom. 8 EXHIBIT B ITEM 5.C. (ADDITIONAL INFORMATION):
SALES OF IDEC COMMON STOCK BY GENENTECH ------------------------------------------ NO. OF AVERAGE SALE DATE SOLD SHARES PRICE --------- ------ ----- 2/16/00 150,000 $115.42 2/17/00 150,000 $128.70 2/18/00 140,000 $129.86 ------- TOTAL 440,000
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