-----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, P3l94XYHuBTafpaGtaB3ApMWUcs8pvU5Lbr2Xq6lJcL9oHnpQQkeOXdBV7TEV00t 3gi1/njxWaVrRF3GMZXpyg== 0000912057-01-511011.txt : 20010430 0000912057-01-511011.hdr.sgml : 20010430 ACCESSION NUMBER: 0000912057-01-511011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAPRO BIOTHERAPEUTICS INC CENTRAL INDEX KEY: 0000891504 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 841187753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49101 FILM NUMBER: 1613723 BUSINESS ADDRESS: STREET 1: 6304 SPINE RD STREET 2: UNIT A CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3035303891 MAIL ADDRESS: STREET 1: 6304 SPINE RD STREET 2: UNIT A CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABBOTT LABORATORIES CENTRAL INDEX KEY: 0000001800 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 360698440 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 ABBOTT PARK ROAD STREET 2: D-322 AP6D CITY: ABBOTT PARK STATE: IL ZIP: 60064-3500 BUSINESS PHONE: 8479376100 SC 13D 1 a2046208zsc13d.htm SC 13D Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.  )*

NaPro BioTherapeutics, Inc.
(Name of Issuer)

Common Stock, par value $0.0075 per share

(Title of Class of Securities)

630795102

CUSIP Number)

Jose M. de Lasa, 100 Abbott Park Road
Abbott Park, Illinois 60064-6049; Phone 847 937 8905

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 23, 2001

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  / /.

    Note: Schedules files in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

    * 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 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).

(Continued on following page(s))

Page 1 of 6 Pages


CUSIP No. 630795102

             


1.

 

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
    Abbott Laboratories
    IRS Identification No. 36-0698440

2.   Check the Appropriate Box if a Member of a Group   (a)   / /
    (See Instructions)   (b)   / /

3.   SEC Use Only        

 

 

 

 

 

 

 


4.

 

Source of Funds (See Instructions)
OO (see Item 3 below)

5.   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / /


6.

 

Citizenship or Place of Organization
Illinois

 

 

 

 

Number of Shares Beneficially Owned by Each Reporting Person With   7.   Sole Voting Power
2,000,000
       
        8.   Shared Voting Power
0
       
        9.   Sole Dispositive Power
2,000,000
       
        10.   Shared Dispositive Power
0


11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /


13.

 

Percent of Class Represented by Amount in Row (11)
7.2% (see Item 5 below)


14.

 

Type of Reporting Person (See Instructions)
CO

Page 2 of 6 Pages


Item 1. Security and Issuer

    This statement relates to shares of the common stock, par value $0.0075 per share (the "Common Stock"), of NaPro BioTherapeutics, Inc., a Delaware corporation (the "Issuer"), whose principal executive offices are located at 6304 Spine Road, Unit A, Boulder, Colorado 80301.

Item 2. Identity and Background

    (a)—(c), and (f) The person filing this statement is Abbott Laboratories ("Abbott"), an Illinois corporation. Abbott's principal business is the discovery, development, manufacture, and sale of a broad and diversified line of health care products and services. Abbott's principal office is located at 100 Abbott Park Road, Abbott Park, Illinois 60064-6049.

    The names, citizenship, business addresses, present principal occupation or employment and the name, and the principal business and address of any corporation or other organization in which such employment is conducted of the directors and executive officers of Abbott are as set forth in Exhibit 1 hereto and incorporated herein by this reference.

    (d) and (e) Neither Abbott, nor to the best of its knowledge, any person listed on Exhibit 1 has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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.

Item 3. Source and Amount of Funds or Other Consideration

    The aggregate purchase price of the 2,000,000 shares of Common Stock (the "Shares") is $11,000,000 (the "Purchase Price"). The Purchase Price comprises $2,000,000 for 400,000 shares of Common Stock acquired on or about July 23, 1999; $4,000,000 for 711,111 shares of Common Stock acquired on or about June 27, 2000; and $5,000,000 for 888,889 shares of Common Stock acquired on April 23, 2001. The source of the funds is the general assets of Abbott.

Item 4. Purpose of the Acquisition

    The purpose of the transaction is for investment and to establish a product development and marketing alliance between Abbott and the Issuer.

    (a)—(j) Abbott intends to monitor its interests in the Issuer on an ongoing basis and to take such measures as it deems appropriate from time to time in furtherance of such interests. Abbott may from time to time acquire additional shares of Common Stock, dispose of some or all of the shares of Common Stock then beneficially owned by it, discuss the Issuer's business, operations, or other affairs with the Issuer's management, board of directors, shareholders or others or take such other actions as Abbott may deem appropriate. Notwithstanding the foregoing, except as described in this Item 4 and in Item 6, Abbott has no present plan or proposal which relate to or would result in any of the matters referred to in Items (a) through (j) of Item 4 of Schedule 13D of the Securities and Exchange Commission. Abbott does, however, reserve the right to adopt such plans or proposals subject to compliance with applicable regulatory requirements.

Item 5. Interest in Securities of the Issuer

    (a) Abbott may be deemed the beneficial owner of the Shares. This represents approximately 7.2% of the outstanding shares of the Common Stock. The calculation of the foregoing percentage is based on the number of shares of Common Stock shown as being outstanding on the Form 10-K Annual

Page 3 of 6 Pages


Report filed by the Issuer with the Securities and Exchange Commission for the year ended December 31, 2000.

    (b) Abbott will have sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the Shares.

    (c) Except as described herein, there have been no transactions by Abbott or the persons whose names are listed on Exhibit 1 in securities of the Issuer during the past sixty days.

    (d) No one other than Abbott is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from a sale of, the Shares.

    (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

    The summaries of certain terms of the following agreements do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the agreements and reference is made to the full text of such agreements which were filed on October 5, 1999 by the Issuer as exhibits 99.1, 99.2, and 99.3 to the Securities and Exchange Commission Form 8-K and amendments to said exhibits 99.1 and 99.2 which were filed on August 14, 2000 by the Issuer as exhibits 10.2 and 10.3 to the Securities and Exchange Commission Form 10-Q and all of which are incorporated herein by reference.

    Development, License and Supply Agreement

    Under the terms of the Development, Licence and Supply Agreement, between Abbott and the Issuer, dated July 23, 1999, (the "Development Agreement"), Abbott and the Issuer collaborate in the development and commercialization of one or more formulations for the treatment of a variety of cancer indications. The Issuer is responsible for the supply of bulk drug and jointly conducts clinical trials with Abbott. Abbott is responsible for the finishing, regulatory filings, marketing and sale of the finished drug product. The Issuer licenses to Abbott certain patents. The Issuer receives funding from Abbott in the form of development and marketing milestone payments, equity investments based on certain events and a loan.

    Stock Purchase Agreement

    Abbott purchased the Shares under the terms of the Stock Purchase Agreement, between Abbott and the Issuer, dated July 23, 1999. The Stock Purchase Agreement obligates Abbott to purchase shares of the Common Stock upon the occurrence of certain events. The Stock Purchase Agreement places restrictions on the sale of the Shares by Abbott. Abbott acquired certain demand registration rights, which are exercisable within a stated period. In addition, Abbott acquired piggyback registration rights that are subject to certain limitations.

    Loan and Security Agreement

    Pursuant to the terms of the Loan and Security Agreement, between Abbott and the Issuer, dated July 23, 1999 (the "Loan Agreement"), Abbott advanced $2,000,000 to the Issuer on the date of the Loan Agreement. Subject to certain restrictions and time limitations, Abbott is obligated to make additional advances to the Issuer from time to time until certain events occur. The loan is not convertible. It is evidenced by a promissory note.

Page 4 of 6 Pages


Item 7. Material to be Filed as Exhibits

    Exhibit 1—  Information Concerning Executive Officers and
Directors of Abbott Laboratories.

    *********************************

    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.


 

 

Abbott Laboratories

DATED: April 26, 2001

 

By: /s/ 
THOMAS C. FREYMAN   
Thomas C. Freyman, Senior Vice President, Finance
and Chief Financial Officer

Page 5 of 6 Pages



EXHIBIT INDEX


Exhibit Number


 

Description

1   Information Concerning Executive Officers and
Directors of Abbott Laboratories.

Page 6 of 6 Pages




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EX-1 2 a2046208zex-1.htm EXHIBIT 1 Prepared by MERRILL CORPORATION
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Exhibit 1


Information Concerning Executive Officers and
Directors of Abbott Laboratories


    The current corporate officers and directors of Abbott Laboratories are listed below. The address of Abbott Laboratories is: Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-6049. Abbott Laboratories does not consider all of its corporate officers to be executive officers as defined by the Securities Exchange Act of 1934 or Releases thereunder. Unless otherwise indicated, all positions set forth below opposite an individual's name refer to positions within Abbott Laboratories, and, where applicable, the business address listed for each individual not principally employed by Abbott Laboratories is also the address of the corporation or other organization which principally employs that individual.



NAME

  POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
AND BUSINESS ADDRESS

 

CITIZENSHIP


CORPORATE OFFICERS

 

 

 

 

Miles D. White1

 

Chairman of the Board and Chief Executive Officer

 

U.S.A.

Jeffrey M. Leiden1

 

Executive President, Pharmaceuticals and Director

 

U.S.A.

Richard A. Gonzales1

 

Executive President, Medical Products

 

U.S.A.

Joy A. Amundson1

 

Senior Vice President, Ross Products

 

U.S.A.

Christopher B. Begley1

 

Senior Vice President, Hospital Products

 

U.S.A.

Thomas D. Brown1

 

Senior Vice President, Diagnostic Operations

 

U.S.A.

Jose M. de Lasa1

 

Senior Vice President, Secretary and General Counsel

 

U.S.A.

William G. Dempsey1

 

Senior Vice President, International Operations

 

U.S.A.

Thomas C. Freyman1

 

Senior Vice President, Finance and Chief Financial Officer

 

U.S.A.

Arthur J. Higgins1

 

Senior Vice President, Pharmaceutical Operations

 

United Kingdom


CORPORATE OFFICERS
Continued

 

 

 

 

Thomas M. Wascoe1

 

Senior Vice President, Human Resources

 

U.S.A.

Lance B. Wyatt1

 

Senior Vice President, Specialty Products

 

U.S.A.

Catherine V. Babington

 

Vice President, Investor Relations and Public Affairs

 

U.S.A.

Patrick J. Balthrop

 

Vice President, Diagnostic Commercial Operations

 

U.S.A.

Mark E. Barmak

 

Vice President, Government Affairs

 

U.S.A.

Michael G. Beatrice

 

Vice President, Corporate Regulatory

 

U.S.A.

Christopher A. Bleck

 

Vice President, Pediatrics, Ross Products

 

U.S.A.

Douglas C. Bryant

 

Vice President, Diagnostic Operations, Asia and Pacific

 

U.S.A.

Gary R. Byers

 

Vice President, Internal Audit

 

U.S.A.

Thomas F. Chen

 

Vice President, Pacific, Asia, and Africa Operations

 

U.S.A.

Edward J. Fiorentino

 

Vice President, Pharmaceutical Products, Marketing, and Sales

 

U.S.A.

Gary L. Flynn1

 

Vice President and Controller

 

U.S.A.

Stephen R. Fussell

 

Vice President, Compensation and Development

 

U.S.A.

David B. Goffredo

 

Vice President, European Operations

 

U.S.A.

Robert B. Hance

 

Vice President, Diagnostic Operations, Europe, Africa and

 

U.S.A.

Guillermo A. Herrera

 

Vice President, Latin America and Canada Operations

 

Colombia

James J. Koziarz, Ph.D.

 

Vice President, Diagnostic Products Research and Development

 

U.S.A.

John C. Landgraf

 

Vice President, Corporate Engineering

 

U.S.A.

Elaine R. Leavenworth

 

Vice President, Abbott HealthSystems

 

U.S.A.

John M. Leonard

 

Vice President, Pharmaceutical Development

 

U.S.A.


CORPORATE OFFICERS
Continued

 

 

 

 

Greg W. Linder

 

Vice President and Treasurer

 

U.S.A.

John F. Lussen

 

Vice President, Taxes

 

U.S.A.

Edward L. Michael

 

Vice President, Diagnostic Assays and Systems

 

U.S.A.

Karen L. Miller

 

Vice President, Information Technology

 

U.S.A.

Daniel W. Norbeck

 

Vice President, Pharmaceutical Discovery

 

U.S.A.

Edward A. Ogunro

 

Vice President, Hospital Products Research and Development, Medical and Regulatory Affairs

 

U.S.A.

Marcia A. Thomas

 

Vice President, Diagnostic Quality Assurance, Regulatory Affairs and Compliance

 

U.S.A.

Steven J. Weger

 

Vice President, Corporate Planning and Development

 

U.S.A.

Susan M. Widner

 

Vice President, Diagnostic Operations, U.S. and Canada

 

U.S.A.

    1 Pursuant to Item 401 (b) of Regulation S-K Abbott has identified these persons as "executive officers" within the meaning of Item 401 (b).





NAME


 

POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
AND BUSINESS ADDRESS


 



CITIZENSHIP


DIRECTORS

 

 

 

 

Roxanne S. Austin

 

Corporate Senior Vice President and Chief
Financial Officer
Hughes Electronics Corporation
P. O. Box 956
200 N. Sepulveda Blvd.
El Segundo, California 90245-0956

 

U.S.A.

H. Laurance Fuller

 

Retired Co-Chairman,
BP Amoco, p.l.c.
c/o Primary Business Center
1111 E. Warrenville Road
Suite 257
Naperville, Illinois 60563

 

U.S.A.

Jack M. Greenberg

 

Chairman and Chief Executive Officer
McDonald's Corporation
One Kroc Drive
Oak Brook, Illinois 60521

 

U.S.A.

David A. Jones

 

Chairman of the Board
Humana Inc.
500 W. Main Street
Humana Building
Louisville, Kentucky 40202

 

U.S.A.

Jeffrey M. Leiden

 

Officer of Abbott

 

U.S.A.

The Rt. Hon. the Lord Owen CH

 

Physician, Politician, and Businessman
House of Lords
Westminster, London
SW1A 0PW, England

 

United Kingdom

Boone Powell, Jr.

 

Chairman
Baylor Health Care System
3500 Gaston Avenue
Dallas, Texas 75246

 

U.S.A.


DIRECTORS
Continued

 

 

 

 

Addison Barry Rand

 

Former Chairman and Chief Executive Officer
Avis Group
900 Old Country Road
Garden City, New York 11530

 

U.S.A.

Dr. W. Ann Reynolds

 

President
The University of Alabama at Birmingham
AB 1070
701 20th Street South
Birmingham, Alabama 35294-0110

 

U.S.A.

Roy S. Roberts

 

Retired Group Vice President
North American Vehicle Sales, Service and Marketing
General Motors
317 Pine Ridge Drive
Bloomfield Hills, Michigan 48304

 

U.S.A.

William D. Smithburg

 

Retired Chairman, President and Chief Executive Officer
The Quaker Oats Company
676 N. Michigan Avenue
Suite 3860
Chicago, Illinois 60611

 

U.S.A.

John R. Walter

 

Chairman
Manpower, Inc.
5301 N. Ironwood Road
Milwaukee, Wisconsin 53217

 

U.S.A.

Miles D. White

 

Officer of Abbott

 

U.S.A.



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Exhibit 1
Information Concerning Executive Officers and Directors of Abbott Laboratories
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