-----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, EUdG/wG+e6pYYxUYfU3TWJscBInzCmIh82KTtLmDGZcEQMtm+rRezdEzTVU/9jbh alFQV24SDSOdMPnoospz3g== 0000912057-00-004390.txt : 20000209 0000912057-00-004390.hdr.sgml : 20000209 ACCESSION NUMBER: 0000912057-00-004390 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERGEN INC CENTRAL INDEX KEY: 0000919722 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911841574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48769 FILM NUMBER: 526321 BUSINESS ADDRESS: STREET 1: TWO ANNABLE LANE STE 220 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 9253270200 MAIL ADDRESS: STREET 1: TWO ANNABEL LANE STE 220 CITY: SAN RAMON STATE: CA ZIP: 94583 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/A 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/A 1 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1 ) SuperGen, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 637184 10 - 8 - -------------------------------------------------------------------------------- (CUSIP Number) Jose M. de Lasa Senior Vice President, Secretary and General Counsel Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064-6400 (847) 937-8905 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) January 12, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / / Page 1 of 11 CUSIP NO.:637184 10 -8 13D 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abbott Laboratories (# 36-0698440) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_) (b) (_) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (_) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 25,701,249 shares of Common Stock NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 25,701,249 shares of Common Stock PERSON ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,701,249 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (_) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 2 of 11 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 (this "Amendment") amends the Schedule 13D filed by Abbott Laboratories, an Illinois corporation ("Abbott") on January 5, 2000 (the "Original Schedule 13D") with respect to shares of Common Stock, par value $0.001 per share, of SuperGen, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 2 Annabel Lane, Suite 220, San Ramon, California 94583. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to those terms in the Original Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This statement is being filed by Abbott. Abbott's principal offices are located at 100 Abbott Park Road, Abbott Park, Illinois 60064. Abbott's principal business is the discovery, development, manufacture and sale of a broad and diversified line of health care products and services. The names, business addresses and principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each of the persons specified by Instruction C of the Schedule 13D are set forth on Schedule 1 hereto. (d) - (e) To the knowledge of Abbott, neither Abbott nor any of the persons specified in Schedule 1 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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. (f) See (a) - (c) above. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to the Common Stock and Option Purchase Agreement made as of December 21, 1999, between the Issuer and Abbott (the "Equity Agreement"), Abbott purchased 933,394 shares (the "Shares") of the common stock, par value $0.001 per share (the "Common Stock") of the Issuer for a total purchase price of $26,500,000 on January 12, 2000. The source of the funds used to purchase the Shares was the working capital of Abbott. ITEM 4. PURPOSE OF THE TRANSACTION Abbott acquired the Shares as an investment and in connection with its business alliance with the Issuer. As previously disclosed in the Original Schedule 13D, on December 21, 1999, the Issuer and Abbott executed the Equity Agreement and a Worldwide Sales, Distribution, and Development Agreement (the "Worldwide Agreement"). Under the terms of the Equity Agreement and the Worldwide Agreement, Abbott agreed to make an initial equity investment in the Issuer worth $26,500,000. Additional equity investments, cash milestones and option exercises are contemplated over the life of the agreements. Page 3 of 11 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Abbott may be deemed to be the beneficial owner of 24,767,855 shares of Common Stock which currently are subject to the Option disclosed in the Original Schedule 13D as well as the Shares. Upon exercise of the Option, the shares covered by the Option together with the Shares would represent 49% of the total outstanding shares of Common Stock. (b) After exercising the Option and at such time as any additional shareholder approval is obtained for the issuance of the shares subject to the Option, Abbott will have the sole power to vote and to dispose of the 24,767,855 shares of Common Stock subject to the Option. Abbott currently has the sole power to vote and to dispose of the Shares. (c) Other than the execution of the Equity Agreement on December 21, 1999, and the purchase of the Shares on January 12, 2000, Abbott has not effected any transactions in the Common Stock in the past 60 days. (d) - (e) Not applicable. Page 4 of 11 SCHEDULE 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 60064-6400. 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 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.
POSITION/PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT CITIZENSHIP NAME AND BUSINESS ADDRESS CORPORATE OFFICERS - ------------------ Miles D. White (1) Chairman of the Board and Chief U.S.A. Executive Officer Robert L. Parkinson, Jr.(1) President and Chief Operating Officer U.S.A. Joy A. Amundson (1) Senior Vice President, Ross Products U.S.A. Chistopher B. Begley (1) Senior Vice President, U.S.A. Chemical & Agricultural Products Thomas D. Brown (1) Senior Vice President, Diagnostic U.S.A. Operations Gary P. Coughlan (1) Senior Vice President, Finance and U.S.A. Chief Financial Officer Jose M. de Lasa (1) Senior Vice President, Secretary and U.S.A. General Counsel William G. Dempsey (1) Senior Vice President, International U.S.A. Operations
Page 5 of 11 CORPORATE OFFICERS - ------------------ CONTINUED - --------- Richard A. Gonzalez (1) Senior Vice President, Hospital U.S.A. Products Arthur J. Higgins (1) Senior Vice President, Pharmaceutical United Kingdom Operations Thomas M. Wascoe (1) Senior Vice President, Human U.S.A. Resources Catherine V. Babington Vice President, Investor Relations and U.S.A. Public Affairs Patrick J. Balthrop Vice President, Diagnostic U.S.A. Commercial Operations Mark E. Barmak Vice President, Government Affairs U.S.A. Michael G. Beatrice Vice President, Corporate Regulatory U.S.A. and Quality Science Christopher A. Bleck Vice President, Pediatrics, Ross U.S.A. Products Douglas C. Bryant Vice President, Diagnostic U.S.A. Operations, Asia and Pacific Gary R. Byers Vice President, Internal Audit U.S.A. Thomas F. Chen Vice President, Pacific, Asia, and U.S.A. Africa Operations Edward J. Fiorentino Vice President, Pharmaceutical U.S.A. Products, Marketing and Sales Gary L. Flynn (1) Vice President and Controller U.S.A. Thomas C. Freyman Vice President, Hospital Products U.S.A. Controller
Page 6 of 11 CORPORATE OFFICERS - ------------------ CONTINUED - --------- Stephen R. Fussell Vice President, Compensation and U.S.A. Development David B. Goffredo Vice President, European Operations U.S.A. Robert B. Hance Vice President, Diagnostic U.S.A. Operations, Europe, Africa and Middle East Guillermo A. Herrera Vice President, Latin America and Colombia Canada Operations James J. Koziarz Vice President, Diagnostic Products U.S.A. Research and Development Elaine R. Leavenworth Vice President, Abbott HealthSystems U.S.A. John M. Leonard Vice President, Pharmaceutical U.S.A. Development 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 U.S.A. Systems Karen L. Miller Vice President, U.S.A. Information Technology Daniel W. Norbeck Vice President, Pharmaceutical U.S.A. Discovery Edward A. Ogunro Vice President, Hospital Products U.S.A. Research and Development William H. Stadtlander Vice President, Ross Medical U.S.A. Nutritional Products Marcia A. Thomas Vice President, Diagnostic Quality U.S.A. Assurance and Regulatory Affairs and Compliance Steven J. Weger, Jr. Vice President, Corporate Planning U.S.A. and Development Susan M. Widner Vice President, Diagnostic U.S.A. Operations, U.S. and Canada Lance B. Wyatt Vice President, Corporate U.S.A. Engineering
Page 7 of 11
NAME POSITION/PRESENT PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS DIRECTORS - --------- H. Laurance Fuller Co-Chairman of the Board BP U.S.A. Amoco, p.l.c. c/o Primary Business Center 1111 E. Warrenville Road Suite 257 Naperville, Illinois 60563 (integrated petroleum and chemicals company) David A. Jones Chairman of the Board U.S.A. U.S.A. Humana Inc. 500 W. Main Street Humana Building Louisville, Kentucky 40201 (health plan business) Jeffrey M. Leiden, M.D., Elkan R. Blout Professor of U.S.A. Ph.D. Biological Sciences, Harvard School of Public Health, Professor of Medicine, Harvard Medical School Laboratory of Cardiovascular Biology 677 Huntington Avenue, Building II Room 117 Boston, Massachusetts 02115 The Rt. Hon. Lord Physician, Politician, and United Kingdom Owen CH Businessman 78 Narrow Street Limehouse, London, E14 8BP, England Robert L. Parkinson, Jr. Officer of Abbott U.S.A. Boone Powell, Jr. President and Chief Executive Officer U.S.A. Baylor Health Care System and Baylor University Medical Center 3500 Gaston Avenue Dallas, Texas 75246
Page 8 of 11 DIRECTORS - ----------------- CONTINUED - ------------------ Addison Barry Rand Chairman and Chief Executive Officer U.S.A. Avis Rent A Car, Inc. 900 Old Country Road Garden City, New York 11530 (car rental business) W. Ann Reynolds, Ph.D. President The University of Alabama U.S.A. at Birmingham Office of the President Suite 1070 Administration Building 701 S. 20th Street Birmingham, Alabama 35294-0110 Roy S. Roberts Vice President and Group Executive U.S.A. North American Vehicle Sales, Service and Marketing General Motors Corporation 200 Renaissance Center Mail Code 482-B33-B82 Detroit, Michigan 48265 (manufacturer of motor vehicles) William D. Smithburg Retired Chairman, President and U.S.A. Chief Executive Officer The Quaker Oats Company 676 N. Michigan Avenue Chicago, Illinois 60611 (worldwide food manufacturer and marketer of beverages and grain-based products) John R. Walter Chairman, Manpower Inc. U.S.A. 5301 North Ironwood Road Milwaukee, Wisconsin 53217 (employment services organization) William L. Weiss Chairman Emeritus, Ameritech U.S.A. Corporation One First National Plaza Suite 2530C Chicago, Illinois 60603-2006 (telecommunications company)
Page 9 of 11 Miles D. White Officer of Abbott 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). Page 10 of 11 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: February 7, 2000 ABBOTT LABORATORIES By: /s/ Gary P. Coughlan - ----------------------------------- Name: Gary P. Coughlan Title: Senior Vice President, Finance and Chief Financial Officer Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----