-----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, Qjj2cHBGkwiRkqarpqpuRUi95zpQjKZnk9+lrekof3T5okaREdKuve6A6jLB5M0M Lyxmb1F6/gbpbpPfK3fO9g== 0000931217-00-000002.txt : 20000406 0000931217-00-000002.hdr.sgml : 20000406 ACCESSION NUMBER: 0000931217-00-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EPOCH PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000910057 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 911311592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42701 FILM NUMBER: 594271 BUSINESS ADDRESS: STREET 1: 12277 134TH COURT NE STREET 2: #110 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 425-821-7535 MAIL ADDRESS: STREET 1: 12277 134TH COURT NE STREET 2: #110 CITY: REDMOND STATE: WA ZIP: 98052 FORMER COMPANY: FORMER CONFORMED NAME: MICROPROBE CORP /DE/ DATE OF NAME CHANGE: 19930730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE BROTHERS LTD CENTRAL INDEX KEY: 0000931217 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363417056 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Epoch Pharmaceuticals Inc. - ----------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------- (Title of Class Securities) 294273107 - ----------------------------------------- (CUSIP Number) David J. Allen, Esquire, 290 South County Farm Rd., Third Floor, Wheaton, IL 60187-4526 (630) 588-7200 - ----------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) April 3, 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 because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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 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 SCHEDULE 13D/A CUSIP NO. 294273107 PAGE 2 OF 4 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Grace Brothers, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/ / (b)/ / 3 SEC USE ONLY 4 SOURCE OF FUNDS(See Instructions) WC 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)/ / 6 CITIZENSHIP OR PLACE OR ORGANIZATION ILLINOIS LIMITED PARTNERSHIP 7 SOLE VOTING POWER NUMBER OF 5,332,693 SHARES SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 5,332,693 SHARES WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,332,693 SHARES 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(See Instructions)/ / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.5% 14 TYPE OF REPORTING PERSON* BD,PN Page 3 of 4 Pages Item 1. Security and Issuer This statement relates to the common stock, par value $.01 per share (the "Common Stock"), issued by Epoch Pharmaceuticals, Inc., a Delaware corporation (the "Company"), whose principal executive offices are located at 1725 220th Street, Southeast, No.104, Botthel, WA 98021. Item 2. Identity and Background (a) The statement is filed by Grace Brothers, Ltd., an Illinois limited partnership ("Grace"). The foregoing persons are hereafter referred to as the "Filers". Bradford T. Whitmore ("Whitmore") and Spurgeon Corporation ("Spurgeon") are the general partners of Grace. (b) The business address of Grace and Whitmore is 1560 Sherman Avenue, Suite 900, Evanston, Illinois 60201. The business address of Spurgeon is 290 South County Farm Road, Third Floor, Wheaton, Illinois 60187. (c) The principal business of Grace is to purchase, sell, invest and trade in securities. Whitmore's principal occupation is that of being a general partner of Grace. The principal business of Spurgeon is that of being a general partner of Grace. (d) None of the persons referred to in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to 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 judgement, 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. (f) Grace is an Illinois limited partnership and Spurgeon is an Illinois Corporation. Whitmore is a citizen of the United States. Item 4. Purpose of Transaction As reported in a previous 13(d) filing, in February 1999 the company agreed to allow a representative of Grace to serve as a board observer to the Company's Board of Directors. This Schedule 13(d) amendment is bing filed as a result of the following: On April 3, 2000, Grace informed the Company that since the Company had achieved objectives important to Grace, including hiring a full-time President, raising additinal funds and applying for a listing on NASDAQ, there was no need for the Grace representative to participate as an observer of the Company Board of Directors any longer and therefore, the observer status was relinquished. As a result, future filings by the reporting person will be on form 13(g). Grace does not have any present plans or proposals which would result in any of the actions enumerated in clauses (a) - (j) of Item 4 of Schedule 13D/A under the Act. Page 4 of 4 Pages Item 5. Interest in Securities of the Issuer. (a) As of the date of this filing, Grace owns 5,332,693 shares of Common Stock, representing approximately 22.5% of the outstanding shares of Common Stock. (b) Grace has the sole power to vote and dispose of the Common Stock. (c) There were no transactions in the Common Stock by the Filers during the previous 60 days. (d) No person other than Grace is known to have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of such shares of Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or other relationships with respect to any securities of the Company. Item 7. Items to be filed as Exhibits. None SIGNATURE Grace Brothers, Ltd., after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. Dated: April 5, 2000 Grace Brothers, Ltd. By:/s/ Bradford T. Whitmore ------------------------ Bradford T. Whitmore General Partner -----END PRIVACY-ENHANCED MESSAGE-----