-----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, GFs2S1hefV4gwfXMTI2cOoZwwoEDk6bzSM81Tafq45B57uihoqTLoXg42aYdz0hF utXmJvBcwxqnRrF3+oamMw== 0000889812-97-000502.txt : 19970222 0000889812-97-000502.hdr.sgml : 19970222 ACCESSION NUMBER: 0000889812-97-000502 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970218 SROS: NASD GROUP MEMBERS: ANTHONY B. EVNIN GROUP MEMBERS: ANTHONY SUN GROUP MEMBERS: DAVID R. HATHAWAY GROUP MEMBERS: KIMBERLEY A. RUMMELSBURG GROUP MEMBERS: PATRICK F. LATTERELL GROUP MEMBERS: PETER O. CRISP GROUP MEMBERS: RAY A. ROTHROCK GROUP MEMBERS: TED H. MCCOURTNEY GROUP MEMBERS: VENROCK ASSOCIATES GROUP MEMBERS: VENROCK ASSOCIATES II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACYCLICS INC CENTRAL INDEX KEY: 0000949699 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943148201 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46749 FILM NUMBER: 97537002 BUSINESS ADDRESS: STREET 1: 995 EAST ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087743345 MAIL ADDRESS: STREET 1: 995 EAST ARQUES AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENROCK ASSOCIATES CENTRAL INDEX KEY: 0000937889 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 136300995 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126495600 MAIL ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G/A 1 AMEND. NO. # TO STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Pharmacyclics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 716933106 (CUSIP Number) Check the following box if a fee is being paid with the statement /_/. (A fee is not required only if the filing 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 five percent or less of such class.) (See Rule 13d-7). *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 the 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). CUSIP No. 716933106 13G Page 2 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Associates I.R.S. #13-6300995 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York, U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 201,831 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 201,831 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 201,831 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.36% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 16 pages CUSIP No. 716933106 13G Page 3 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Associates II, L.P. I.R.S. #13-3844754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York, U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 90,488 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 90,488 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,488 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.06% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 16 pages CUSIP No. 716933106 13G Page 4 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter O. Crisp ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 37,121 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 292,319 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 37,121 WITH 8 SHARED DISPOSITIVE POWER 292,319 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 329,440 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.85% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 16 pages CUSIP No. 716933106 13G Page 5 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony B. Evnin ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 32,949 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 292,319 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 32,949 WITH 8 SHARED DISPOSITIVE POWER 292,319 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 325,268 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.80% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 5 of 16 pages CUSIP No. 716933106 13G Page 6 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David R. Hathaway ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 35,538 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 292,319 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 35,538 WITH 8 SHARED DISPOSITIVE POWER 292,319 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 327,857 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.83% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 6 of 16 pages CUSIP No. 716933106 13G Page 7 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patrick F. Latterell ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 56,715 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 292,319 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 56,715 WITH 8 SHARED DISPOSITIVE POWER 292,319 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 349,034 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.08% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 7 of 16 pages CUSIP No. 716933106 13G Page 8 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ted H. McCourtney ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 38,999 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 292,319 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 38,999 WITH 8 SHARED DISPOSITIVE POWER 292,319 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,318 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.88% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 8 of 16 pages CUSIP No. 716933106 13G Page 9 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ray A. Rothrock ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 5,080 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 292,319 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 5,080 WITH 8 SHARED DISPOSITIVE POWER 292,319 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 297,399 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.48% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 9 of 16 pages CUSIP No. 716933106 13G Page 10 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kimberly A. Rummelsburg ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 296,415 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 296,415 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,415 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.47% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 10 of 16 pages CUSIP No. 716933106 13G Page 11 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony Sun ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 328,104 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 328,104 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 328,104 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.84% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 11 of 16 pages Introduction: This Amendment No. 1 amends a Statement on Schedule 13G (the "Schedule") filed with the Securities and Exchange Commission on February 13, 1996 on behalf of Venrock Associates, a limited partnership organized under the laws of the State of New York, Venrock Associates II, L.P., a limited partnership organized under the laws of the State of New York, Peter O. Crisp, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Kimberley A. Rummelsburg and Anthony Sun in respect of shares of Common Stock of Pharmacyclics, Inc. The Schedule is amended as follows: Item 1(a) Name of Issuer Pharmacyclics, Inc. Item 1(b) Address of Issuer's Principal Executive Offices 995 E. Arques Avenue Sunnyvale, California 94086-4593 Item 2(a) Name of Person Filing Venrock Associates ("Venrock") Venrock Associates II, L.P. ("Venrock II") Peter O. Crisp Anthony B. Evnin David R. Hathaway Patrick F. Latterell Ted H. McCourtney Ray A. Rothrock Kimberley A. Rummelsburg Anthony Sun Item 2(b) Address of Principal Business Office or, if none, Residence 30 Rockefeller Plaza Room 5508 New York, New York 10112 Item 2(c) Citizenship Venrock and Venrock II are limited partnerships organized in the State of New York. Peter O. Crisp, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A. Rothrock, Kimberley A. Rummelsburg and Anthony Sun are General Partners of Venrock and Venrock II and all are citizens of the United States of America. Item 2(d) Title of Class of Securities Common Stock Item 2(e) CUSIP Number 716933106 Item 3 Not applicable. Page 12 of 16 pages Item 4 Ownership (a) and (b) Venrock beneficially owns 201,831 shares or 2.36% of the outstanding shares of common stock. Venrock II beneficially owns 90,488 shares or 1.06% of the outstanding shares of common stock. Peter O. Crisp beneficially owns 329,440 shares or 3.85% of the outstanding shares of common stock. Anthony B. Evnin beneficially owns 326,268 shares or 3.80% of the outstanding shares of common stock. David R. Hathaway beneficially owns 327,857 shares or 3.83% of the outstanding shares of common stock. Patrick F. Latterell beneficially owns 349,034 shares or 4.08% of the outstanding shares of common stock. Ted H. McCourtney beneficially owns 331,318 shares or 3.88% of the outstanding shares of common stock. Ray A. Rothrock beneficially owns 297,399 shares or 3.48% of the outstanding shares of common stock. Kimberley A. Rummelsburg beneficially owns 296,415 shares or 3.47% of the outstanding shares of common stock. Anthony Sun beneficially owns 328,104 shares or 3.84 % of the outstanding shares of common stock. (c) Venrock has shared voting and dispositive power over 201,831 shares of common stock. Venrock II has shared voting and dispositive power over 90,488 shares of common stock. Peter O. Crisp has sole voting and dispositive power over 37,121 shares of common stock and shared voting and dispositive power over 292,319 shares of common stock. Anthony B. Evnin has sole voting and dispositive power over 32,949 shares of common stock and shared voting and dispositive power over 292,319 shares of common stock. David R. Hathaway has sole voting and dispositive power over 35,538 shares of common stock and shared voting and dispositive power over 292,319. Patrick F. Latterell has sole voting and dispositive power over 56,715 shares of common stock and shared voting and dispositive power over 292,319 shares of common stock. Ted H. McCourtney has sole voting and dispositive power over 38,999 shares of common stock and shared voting and dispositive power over 292,319 shares of common stock. Ray A. Rothrock has sole voting and dispositive power over 5,080 shares of common stock and shared voting and dispositive power over 292,319 shares of common stock. Kimberley A. Rummelsburg has shared voting and dispositive power over 296,415 shares of common stock. Anthony Sun has shared voting and dispositive power over 328,104 shares of common stock. Item 5 Ownership of Five Percent or Less of a Class This Amendment No. 1 to the Schedule is being filed to report the fact that each of the reporting persons has ceased to be the beneficial owner of more than five percent of the outstanding shares of common stock. Item 6 Ownership of More than Five Percent on Behalf of Another Person. No person, other than the General Partners of Venrock and Venrock II, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock owned by Venrock and Venrock II. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Page 13 of 16 pages Item 8 Identification and Classification of Members of the Group This schedule is being filed pursuant to Rule 13d-1(c). The identities of the eight General Partners of Venrock and Venrock II are stated in Item 2. Item 9 Notice of Dissolution of Group Not applicable. Item 10 Certification Not applicable. Page 14 of 16 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. February 14, 1997 VENROCK ASSOCIATES By: /s/ Ted H. McCourtney ------------------------------------ Ted H. McCourtney General Partner February 14, 1997 VENROCK ASSOCIATES II, L.P. By: /s/ Ted H. McCourtney ------------------------------------ Ted H. McCourtney General Partner February 14, 1997 GENERAL PARTNERS /s/ Peter O. Crisp ------------------------------------ Peter O. Crisp /s/ Anthony B. Evnin ------------------------------------ Anthony B. Evnin /s/ David R. Hathaway ------------------------------------ David R. Hathaway /s/ Patrick F. Latterell ------------------------------------ Patrick F. Latterell /s/ Ted H. McCourtney ------------------------------------ Ted H. McCourtney /s/ Ray A. Rothrock ------------------------------------ Ray A. Rothrock /s/ Kimberley A. Rummelsburg ------------------------------------ Kimberley A. Rummelsburg /s/ Anthony Sun ------------------------------------ Anthony Sun Exhibit 1 AGREEMENT Pursuant to Rule 13d-1(f) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned. February 14, 1997 VENROCK ASSOCIATES By: /s/ Ted H. McCourtney ------------------------------------- Ted H. McCourtney General Partner February 14, 1997 VENROCK ASSOCIATES II, L.P. By: /s/ Ted H. McCourtney ----------------------------------- Ted H. McCourtney General Partner February 14, 1997 GENERAL PARTNERS /s/ Peter O. Crisp ----------------------------------- Peter O. Crisp /s/ Anthony B. Evnin ----------------------------------- Anthony B. Evnin /s/ David R. Hathaway ----------------------------------- David R. Hathaway /s/ Patrick F. Latterell ----------------------------------- Patrick F. Latterell /s/ Ted H. McCourtney ----------------------------------- Ted H. McCourtney /s/ Ray A. Rothrock ----------------------------------- Ray A. Rothrock /s/ Kimberley A. Rummelsburg ----------------------------------- Kimberley A. Rummelsburg /s/ Anthony Sun ----------------------------------- Anthony Sun -----END PRIVACY-ENHANCED MESSAGE-----