-----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, C7L6c/CPj0ybK2KCDqqGGxKC6QQCPPfl29lMEI5t9dFnkIPEC6gC8yon88d1S7Y0 2G9dWmZoDJo+bCR3m680lQ== 0000941655-07-000019.txt : 20070327 0000941655-07-000019.hdr.sgml : 20070327 20070326195449 ACCESSION NUMBER: 0000941655-07-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070327 DATE AS OF CHANGE: 20070326 GROUP MEMBERS: ATLAS CAPITAL CORP. GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY GROUP MEMBERS: RHO CAPITAL PARTNERS INC. GROUP MEMBERS: RHO INVESTMENT PARTNERS "H" L.P. GROUP MEMBERS: RHO MANAGEMENT PARTNERS, L.P. GROUP MEMBERS: RHO MANAGEMENT TRUST II SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIVERSA CORP CENTRAL INDEX KEY: 0001049210 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 223297375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60329 FILM NUMBER: 07719532 BUSINESS ADDRESS: STREET 1: 4955 DIRECTORS PLACE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-526-5000 MAIL ADDRESS: STREET 1: 4955 DIRECTORS PLACE CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001020455 IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: RHO MANAGEMENT CO INC DATE OF NAME CHANGE: 19960806 SC 13D/A 1 r_div13dam1.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIVERSA CORPORATION (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 255064107 (CUSIP Number) JEFFREY I. MARTIN C/O RHO CAPITAL PARTNERS, INC. 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY 10019 212-784-8872 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 23, 2007 (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:[ ] CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Capital Partners, Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) N/A 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization New York 7. Sole Voting Power 1,634,230 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 1,634,230 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,634,230 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 3.4% 14. Type of Reporting Person (See Instructions) CO/IA CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Joshua Ruch 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) N/A 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Republic of South Africa 7. Sole Voting Power 772,873 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 1,634,230 shares Each Reporting 9. Sole Dispositive Power Person With 772,873 shares 10. Shared Dispositive Power 1,634,230 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,407,103,shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 5.0% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Habib Kairouz 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) N/A 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Canada 7. Sole Voting Power 0 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 1,634,230 shares Each Reporting 9. Sole Dispositive Power Person With 0 shares 10. Shared Dispositive Power 1,634,230 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,634,230 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 3.4% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mark Leschly 2. Check the Appropriate Box if a Member of a Group (See Instructions) N/A (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Kingdom of Denmark 7. Sole Voting Power 117,075 shares (includes 117,075 Shares under options exercisable within the next 60 days) Number of Shares 8. Shared Voting Power Beneficially Owned by 1,634,230 shares Each Reporting 9. Sole Dispositive Power Person With 117,075 shares (includes 117,075 Shares under options exercisable within the next 60 days) 10. Shared Dispositive Power 1,634,230 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,751,305 shares (includes 117,075 Shares under options exercisable within the next 60 days) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 3.6% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Management Trust II 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/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) N/A 6. Citizenship or Place of Organization New York 7. Sole Voting Power 0 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 1,634,230 shares Each Reporting 9. Sole Dispositive Power Person With 0 shares 10. Shared Dispositive Power 1,634,230 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,634,230 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 3.4% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Investment Partners "H" L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) 00 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 698,150 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 698,150 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 698,150 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.5% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rho Management Partners, L.P.. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 771,463 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 771,463 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 771,463 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.6% 14. Type of Reporting Person (See Instructions) CO/IA CUSIP No. 255064107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Atlas Capital Corp. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) 3. SEC Use Only 4. Source of Funds (See Instructions) N/A 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 771,463 shares Number of Shares 8. Shared Voting Power Beneficially Owned by 0 shares Each Reporting 9. Sole Dispositive Power Person With 771,463 shares 10. Shared Dispositive Power 0 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 771,463 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 1.6% 14. Type of Reporting Person (See Instructions) CO/IA This Amendment No. 1 to Schedule 13D for Diversa Corporation, a Delaware corporation ("Diversa"), amends a statement on Schedule 13D originally dated March 9, 2007, with respect to shares of Diversa Common Stock, par value $0.001, beneficially owned by Rho Capital Partners, Inc. ("Rho"), a New York corporation; its controlling shareholders, Messrs. Joshua Ruch, Habib Kairouz and Mark Leschly; and the following investment vehicles affiliated with Rho: Rho Management Trust II ("Trust II"), a New York grantor trust; Rho Investment Partners "H" L.P. ("RIP H"), a Delaware limited partnership; Rho Management Partners, L.P. ("RMP"), a Delaware limited partnership and general partner of RIP H; and Atlas Capital Corp. ("Atlas"), a Delaware corporation and general partner of RMP (all such persons, collectively, the "Reporting Persons"). This Amendment is filed to amend items 6 and 7 in the Schedule 13D as previously filed, by addition of the following text: Items 1-5. No change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On March 23, 2007, Diversa announced the pricing of a private placement (the "Offering") of $100,000,000 aggregate principal amount of 5.50% convertible senior notes due 2027 (the "Notes"). In connection with the Offering, Joshua Ruch, Mark Leschly, Trust II, RMP, and a managed account of Rho, together with certain Rho affiliates not currently shareholders of Diversa (being Rho Management Trust I, Rho Ventures IV (QP), L.P., Rho Ventures IV GmbH & Co. Beteiligungs KG, Rho Ventures IV, L.P.), entered into a letter agreement (the "Note Offering Lockup Letter"), dated March 19, 2007, with the underwriters of the Offering. Under the terms of the Note Offering Lockup Letter, such persons agreed, subject to certain stated exceptions, from the date thereof until 90 days after the date of the final offering memorandum relating to the Offering, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to, any Diversa Common Stock, or any debt securities of Diversa or any other securities of Diversa substantially similar thereto or the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Diversa Common Stock, any debt securities of Diversa or any other securities of the Issuer that are substantially similar to Common Stock or the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing summary of the terms of such letter agreement is qualified by reference to the full text of the Note Offering Lockup Letter, which is included as Exhibit D filed with Amendment No. 1 to this Statement on Schedule 13D, and is incorporated herein by reference. Item 7. Material to Be Filed as Exhibits The following documents are filed as exhibits: D. Note Offering Lockup Letter, dated March 19, 2007. 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: March 26, 2007 RHO CAPITAL PARTNERS, INC. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer JOSHUA RUCH By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer HABIB KAIROUZ By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer MARK LESCHLY By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST II By: RHO CAPITAL PARTNERS, INC. As Investment Advisor By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO INVESTMENT PARTNERS "H" L.P. By: RHO MANAGEMENT PARTNERS, L.P. General Partner By: ATLAS CAPITAL CORP. Its General Partner By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT PARTNERS, L.P. By: ATLAS CAPITAL CORP. Its General Partner By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer ATLAS CAPITAL CORP. By:/s/Jeffrey I. Martin Jeffrey I. Martin, Authorized Signer EX-99 2 r_div13dam1-99.txt NOTE OFFERING LOCKUP LETTER Lock-Up Agreement March 19, 2007 UBS Securities LLC Together with the other Initial Purchasers named in Schedule A to the Purchase Agreement referred to herein c/o UBS Securities LLC 299 Park Avenue New York, New York 10171-0026 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Purchase Agreement (the "Purchase Agreement") to be entered into by Diversa Corporation, a Delaware corporation (the "Company"), and you and the other Initial Purchasers named in Schedule A to the Purchase Agreement, with respect to the offering (the "Offering") without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on Rule 144A under the Act, of Convertible Senior Notes (the "Notes") of the Company. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement. In order to induce you to enter into the Purchase Agreement, the undersigned agrees that, for a period (the "Lock-Up Period") beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final offering memorandum relating to the Offering, the undersigned will not, without the prior written consent of UBS Securities LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the "Commission") in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the "Exchange Act") with respect to, any common stock (the "Common Stock"), $0.001 par value per share, of the Company, any debt securities of the Company or any other securities of the Company that are substantially similar to Common Stock or the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, any debt securities of the Company or any other securities of the Company that are substantially similar to Common Stock or the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) bona fide gifts, provided the recipient thereof agrees in writing with the Initial Purchasers to be bound by the terms of this Lock-Up Agreement; (b) dispositions by will or intestacy, or to any trust, for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that the recipient agrees in writing with the Initial Purchasers to be bound by the terms of this Lock-Up Agreement; (c) distributions to partners, limited partners, members, stockholders or affiliates of the undersigned, provided that such partner, limited partner, member, stockholder or affiliate agrees in writing with the Initial Purchasers to be bound by the terms of this Lock-Up Agreement; and (d) the exercise of options and warrants owned by the undersigned that are exerciseable for Common Stock or for the capital stock of Celunol Corp. (the "Celunol Stock"), provided that any subsequent sale, transfer or disposition of any Common Stock or any Celunol Stock issued upon exercise of such options and warrants shall be subject to the restrictions set forth in this Lock-Up Agreement. For purposes of this paragraph, "immediate family" shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of any registration statement to be filed with the Commission pursuant to the Registration Rights Agreement. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of UBS Securities LLC, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. In addition, in connection with the Offering, the undersigned hereby waives, for the Lock-Up Period, any rights the undersigned may have pursuant to that Amended and Restated Stockholders' Agreement dated as of January 25, 1999 by and among Diversa Corporation and the Stockholders named therein. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes or the shares of Common Stock issuable upon conversion of the Notes. This Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder if (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) for any reason the Purchase Agreement shall be terminated (other than the provisions thereof which survive termination) prior to the "time of purchase" (as defined in the Purchase Agreement) or (iii) the Purchase Agreement has not been entered into as of April 15, 2007. [The remainder of this page intentionally left blank; signature page follows] Yours very truly, /s/ Joshua Ruch Name: Joshua Ruch /s/ Mark Leschly Name: Mark Leschly RHO MANAGEMENT PARTNERS, L.P. By: Atlas Capital Corp. Its General Partner By: /s/ Joshua Ruch Name: Joshua Ruch Title: President RHO MANAGEMENT TRUST I By: Rho Capital Partners Inc. As Investment Advisor By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact RHO MANAGEMENT TRUST II By: Rho Capital Partners Inc. As Investment Advisor By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact RHO MANAGEMENT TRUST III By: Rho Capital Partners Inc. As Investment Advisor By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact RHO VENTURES IV GmbH & CO. BETEILIGUNGS KG By: Rho Capital Partners Verwaltungs GmbH General Partner By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact RHO VENTURES IV (QP), L.P. By: Rho Management Ventures IV, L.L.C. General Partner By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact RHO VENTURES IV, L.P. By: Rho Management Ventures IV, L.L.C. General Partner By: /s/ Jeffrey I. Martin Name: Jeffrey I. Martin Title: Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----