-----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, DxnJ3JXAjlT7VzaihgDBWK0urVBHvorRdRCuDPwyb63RsTwxfEuTlBpPs6WF2C5S YUKAeACz8WdyM44iuyNF1w== 0000904454-97-000099.txt : 19971113 0000904454-97-000099.hdr.sgml : 19971113 ACCESSION NUMBER: 0000904454-97-000099 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971113 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIBOZYME PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000892112 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 341697351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47149 FILM NUMBER: 97715469 BUSINESS ADDRESS: STREET 1: 2950 WILDERNESS PLACE CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034496500 MAIL ADDRESS: STREET 1: 2950 WILDERNESS PLACE CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL BIOTECHNOLOGY TRUST PLC CENTRAL INDEX KEY: 0000942257 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FIVE ARROWS HOUSE STREET 2: ST SWITHINS LN CITY: LONDON EC4N 8NR MAIL ADDRESS: STREET 1: FIVE ARROWS HOUSE STREET 2: ST SWITHINS LN CITY: LONDON EC4N 8NR SC 13D/A 1 CUSIP No. 762567105 Page 1 of 7 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Ribozyme Pharmaceuticals, Inc. _________________________________________________________________ (Name of Issuer) Common Stock, $.01 par value ----------------------------------------------------------------- (Title of Class of Securities) 762567105 _________________________________________________________________ (CUSIP Number) Jeremy L. Curnock Cook John C. MacMurray, Esq. Rothschild Asset Management Ltd. Reboul, MacMurray, Hewitt, Five Arrows House Maynard & Kristol St. Swithin's Lane 45 Rockefeller Plaza London EC4N 8NR England New York, New York 10111 Tel. 44-171-623-1000 Tel. (212) 841-5700 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 16, 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 [ ]. CUSIP No. 762567105 Page 2 of 7 Pages _________________________________________________________________ 1) Name of Reporting Person International S.S. or I.R.S. Identification Biotechnology No. of Above Person Trust plc _________________________________________________________________ 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] _________________________________________________________________ 3) SEC Use Only _________________________________________________________________ 4) Source of Funds WC _________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) _________________________________________________________________ 6) Citizenship or Place of Organization United Kingdom _________________________________________________________________ Number of 7) Sole Voting 1,012,633 shares of Shares Beneficially Power Common Stock, $.01 par value ("Common Owned by Stock") Reporting Person ________________________________________ 8) Shared Voting Power -0- ________________________________________ 9) Sole Disposi- 1,012,633 shares of tive Power Common Stock ________________________________________ 10) Shared Dis- positive Power -0- ________________________________________ 11) Aggregate Amount Beneficially 1,012,633 shares of Owned by Each Reporting Person Common Stock _________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares _________________________________________________________________ 13) Percent of Class Represented by 11.78% Amount in Row (11) _________________________________________________________________ 14) Type of Reporting Person CO CUSIP No. 762567105 Page 3 of 7 Pages Amendment No. 1 to Schedule 13D Reference is hereby made to the statement on Schedule 13D originally filed with the Securities and Exchange Commission on May 3, 1996 (the "Schedule 13D"). Item 1. Security and Issuer. ___________________ This statement relates to the Common Stock, $.01 par value (the "Common Stock") of Ribozyme Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2950 Wilderness Place, Boulder, Colorado 80301. Item 2. Identity and Background. _______________________ (a) The undersigned hereby files this Schedule 13D on behalf of International Biotechnology Trust plc, a corporation organized under the laws of the United Kingdom ("IBT" or the "Reporting Person"). The name, business address and occupation of each executive officer and director of IBT is set forth on Schedule A hereto. (b) The principal business of IBT is that of a publicly-traded investment trust company. (c) IBT's principal business address is Five Arrows House, St. Swithin's Lane, London EC4N 8NR, England. (d) Neither IBT nor any of the persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither IBT nor any of the persons identified in this Item 2 has, during the last five years, 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. _________________________________________________ On October 16, 1997 IBT purchased 275,000 shares of CUSIP No. 762567105 Page 4 of 7 Pages Common Stock (the "Secondary Offering Shares") in an offering by the Issuer of an aggregate 1,400,000 shares of Common Stock (the "Secondary Offering"), which were registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form SB-2 filed by the Issuer with the Securities and Exchange Commission and declared effective on October 16, 1997 (SEC Registration No. 333-34981). The purchase price of the Secondary Offering Shares was $8.00 per share. The source of funds for IBT's purchase was its working capital, or funds available for investment. On April 11, 1996 IBT purchased 200,000 shares of Common Stock (the "IPO Shares") in the Issuer's initial public offering (the "IPO"). In the IPO the Issuer offered an aggregate 2,000,000 shares of Common Stock for sale to the public, which were registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form SB-2 filed by the Issuer with the Securities and Exchange Commission and declared effective on April 11, 1996 (SEC Registration No. 333-1908-B). The purchase price of the IPO Shares was $10.00 per share. The source of funds for IBT's purchase was its working capital, or funds available for investment. In addition to the 200,000 shares of Common Stock that IBT purchased in the IPO, 315,411 shares of Common Stock were issued to IBT upon the closing of the IPO, pursuant to antidilution provisions of the Series G Preferred Stock that it held prior to the IPO, which converted into 222,222 shares of Common Stock (after a 9 to 1 reverse stock split). Item 4. Purpose of Transaction. ______________________ IBT purchased the Secondary Offering Shares for investment purposes. IBT owned 222,222 shares of Common Stock prior to the IPO. IBT acquired 315,411 shares of Common Stock for the purpose of antidilution protection, and purchased the IPO Shares for investment purposes. Item 5. Interest in Securities of the Issuer. ____________________________________ (a) Based on a total of 8,594,000 shares of Common Stock outstanding after the completion of the Secondary Offering, IBT owns 1,012,633 shares of Common Stock, or approximately 11.78% of the Common Stock outstanding. (b) Except as described in Item 6 below, IBT has sole power to vote or direct the voting of and to dispose or to direct CUSIP No. 762567105 Page 1 of 7 Pages the disposition of the shares of Common Stock referred to in paragraph (a) above. (c) Except as described in this statement, neither IBT nor any of the persons identified in Item 2 above has effected any transaction in the Common Stock in the past 60 days. (d) No other person has the power to direct the receipt of dividends on, or the proceeds from sales of, the shares of Common Stock owned IBT. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to a contractual agreement, IBT has engaged Rothschild Asset Management Limited ("RAM") to act as its discretionary investment manager. Pursuant to such agreement RAM manages the business and assets of IBT, which includes the authority to make decisions regarding the acquisition or disposition of portfolio securities by IBT and to exercise any rights (including voting rights) with respect to such securities. IBT has the right to terminate RAM's appointment as manager at any time if RAM is not performing its duties as manager to the satisfaction of the Board of Directors of IBT. Item 7. Material to be Filed as Exhibits. Not Applicable. CUSIP No. 762567105 Page 6 of 7 Pages 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. Dated: October 31, 1997 INTERNATIONAL BIOTECHNOLOGY TRUST PLC By: /s/ Jeremy L. Curnock Cook Director CUSIP No. 762567105 Page 7 of 7 Pages SCHEDULE A ___________ EXECUTIVE OFFICERS AND DIRECTORS OF IBT The business address of each person listed below is c/o Rothschild Asset Management Limited, Five Arrows House, St. Swithin's Lane, London EC4N 8NR, England. The occupation of each person listed below refers only to his relationship to IBT. Name Occupation Citizenship ____ __________ ___________ John M. Green-Armytage Chairman U.K. Donald Cecil Deputy U.S. Chairman Gary M. Brass Director U.K. Jeremy L. Curnock Cook Director U.K. Peter B. Collacott Director U.K. Stephen A. Duzan Director U.S. James D. Grant Director U.S. Howard E. Greene Director U.S. Dennis M.J. Turner Director U.K. -----END PRIVACY-ENHANCED MESSAGE-----