-----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, QhgRNmT87nLj7c9i3zm5St94JfF6LRTwkwm9g1Uk6eQH3x5gIZw7bH1RJ0dlHfNz TE/1yU9cHZrp92AJHHzddQ== 0001104659-06-008726.txt : 20060214 0001104659-06-008726.hdr.sgml : 20060214 20060214061217 ACCESSION NUMBER: 0001104659-06-008726 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: JEROME G. PFUND GROUP MEMBERS: MICHAEL L. SJOSTROM FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECTORAL ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001274413 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1000 SHERBROOKE STREET CITY: MONTREAL STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONYX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001012140 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943154463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45955 FILM NUMBER: 06606650 BUSINESS ADDRESS: STREET 1: 2100 POWELL STREET CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5105976500 MAIL ADDRESS: STREET 1: 2100 POWELL STREET CITY: EMERYVILLE STATE: CA ZIP: 94608 SC 13G/A 1 a06-4784_9sc13ga.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.1)*

 

ONYX PHARMACEUTICALS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

683399109

(CUSIP Number)

DECEMBER 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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. 683399109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sectoral Asset Management Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Canada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
127,660

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
3,256,360

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,256,360

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.1%

 

 

12.

Type of Reporting Person (See Instructions)
IA

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jérôme G. Pfund

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Swiss

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
127,660

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
3,256,360

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,256,360

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael L. Sjöström

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Swiss

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
127,660

 

6.

Shared Voting Power 
-0-

 

7.

Sole Dispositive Power 
3,256,360

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,256,360

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

4



 

Item 1.

 

(a)

Name of Issuer
Onyx Pharmaceuticals, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
2100 Powell Street, Emeryville  CA  94806  USA

 

Item 2.

 

(a)

Name of Person Filing
Sectoral Asset Management Inc.

Jérôme G. Pfund

Michael L. Sjöström

 

(b)

Address of Principal Business Office or, if none, Residence
The principal business address of each person filing is:

2120-1000 Sherbrooke St. West Montreal PQ H3A 3G4 Canada

 

(c)

Citizenship
Sectoral Asset Management Inc. is a Canadian corporation

Jérôme G. Pfund is a Swiss citizen

Michael L. Sjöström is a Swiss citizen

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
683399109

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

ý

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

ý

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

5



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

Sectoral Asset Management Inc, in its capacity as an investment adviser, has the sole right to dispose of or vote the number of shares of common stock of the Issuer set forth in this filing.  Jérôme G. Pfund and Michael L. Sjöström are the sole shareholders of Sectoral Asset Management Inc.  Sectoral Asset Management, Inc. and Messrs. Pfund and Sjöström disclaim beneficial ownership of the Issuer’s common stock held by Sectoral Asset Management Inc.

 

(a)

Amount beneficially owned:   

Sectoral Asset Management Inc.:  3,256,360 shares
Jérôme G. Pfund:  3,256,360 shares
Michael L. Sjöström:  3,256,360 shares

 

(b)

Percent of class:   

Sectoral Asset Management Inc.:  8.1%
Jérôme G. Pfund:  8.1%
Michael L. Sjöström:  8.1%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

Sectoral Asset Management Inc.:  127,660 shares
Jérôme G. Pfund:  127,660 shares
Michael L. Sjöström:  127,660 shares

 

 

(ii)

Shared power to vote or to direct the vote:    

Not applicable.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

Sectoral Asset Management Inc.:  3,256,360 shares
Jérôme G. Pfund:  3,256,360 shares
Michael L. Sjöström:  3,256,360 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

Not applicable.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Various persons, as investment advisory clients of Sectoral Asset Management, Inc.,  have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer.  To the knowledge of Sectoral Asset Management, Inc., no one such person’s interest in the common stock of the Issuer is more than five percent of the total outstanding common stock of the Issuer, other than Pictet Funds-BIOTECH, a Luxemburg investment company that beneficially owns 6.1% of the common stock of the Issuer. 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

By signing below the undersigned each certifies that, to the best knowledge and belief of the undersigned, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6



 

SIGNATURE

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:

February 1, 2006

SECTORAL ASSET MANAGEMENT INC.

 

 

 

 

 

 

 

 

/s/Jérôme G. Pfund

 

 

 

By: Jérôme G. Pfund

 

 

Its: CEO

 

 

 

 

 

 

Dated:

February 1, 2006

/s/Jérôme G. Pfund

 

 

 

Jérôme G. Pfund

 

 

 

 

 

 

Dated:

February 1, 2006

/s/Michael L. Sjöström

 

 

 

Michael L. Sjöström

 

7



 

Exhibit A

 

AGREEMENT

 

Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing the information required by Schedule 13G needs be filed with respect to the ownership by each of the undersigned of the shares of common stock of Onyx Pharmaceuticals, Inc., and that the Schedule 13G to which this Agreement is appended as Exhibit A is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.

 

EXECUTED as a sealed instrument this 1st day of February 2006.

 

 

SECTORAL ASSET MANAGEMENT INC.

 

 

 

 

 

/s/Jérôme G. Pfund

 

 

By: Jérôme G. Pfund

 

Its: CEO

 

 

 

 

 

/s/Jérôme G. Pfund

 

 

Jérôme G. Pfund

 

 

 

 

 

/s/Michael L. Sjöström

 

 

Michael L. Sjöström

 

8


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