-----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, QoK8g5qD8cUUf75s9BuQDLTNgI/CZNrjrsZ7/EHK5aLNPY4LjegY8c+S1QxfNG4N ivIJzMeNx9pC1I4pRTgGDg== 0001144204-10-013508.txt : 20100315 0001144204-10-013508.hdr.sgml : 20100315 20100315164843 ACCESSION NUMBER: 0001144204-10-013508 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100315 DATE AS OF CHANGE: 20100315 GROUP MEMBERS: CHRISTIAN HANSEN GROUP MEMBERS: CORA MADSEN GROUP MEMBERS: FLORIAN SCHONHARTING GROUP MEMBERS: NB PUBLIC EQUITY KOMPLEMENTAR APS 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-48769 FILM NUMBER: 10682041 BUSINESS ADDRESS: STREET 1: 4140 DUBLIN BLVD STREET 2: SUITE 200 CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 9255600100 MAIL ADDRESS: STREET 1: 4140 DUBLIN BLVD STREET 2: STE 200 CITY: DUBLIN STATE: CA ZIP: 94568 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NB Public Equity K/S CENTRAL INDEX KEY: 0001451330 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: OSTERGADE 5 STREET 2: 3RD FLOOR DK-1100 CITY: COPENHAGEN K STATE: G7 ZIP: ----- BUSINESS PHONE: 45 70 20 12 63 MAIL ADDRESS: STREET 1: OSTERGADE 5 STREET 2: 3RD FLOOR DK-1100 CITY: COPENHAGEN K STATE: G7 ZIP: ----- SC 13D 1 v177439_sc13d.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
SCHEDULE 13D
[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2


SuperGen, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
868059106
(CUSIP Number)
 
James E. Dawson, Esq., Nutter, McClennen & Fish LLP
155 Seaport Blvd., Boston, MA 02210
(617) 439-2623
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
 
March 9, 2010
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x .
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §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 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).
 
- 1 - -
 
CUSIP No. 868059106
SCHEDULE 13D
Page 2 of 10
 
 
(1) Names of reporting persons
 
NB Public Equity K/S
(2) Check the appropriate box if a member of a group (see instructions)
(a)  o
(b)  o
(3) SEC use only
 
(4) Source of Funds (See Instructions)
 
00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
 
o
(6) Citizenship or place of organization
 
Denmark
Number of shares
beneficially owned by
each reporting person
with:
(7) Sole voting power:
 
0
(8) Shared voting power:
 
6,689,722
(9) Sole dispositive power:
 
0
(10) Shared dispositive power:
 
6,689,722
(11) Aggregate amount beneficially owned by each reporting person:
6,689,722
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
 
o
(13) Percent of class represented by amount in Row 11:
 
11.1%
(14) Type of reporting person (see instructions):
 
PN
 
- 2 - -
 
CUSIP No. 868059106
SCHEDULE 13D
Page 3 of 10
 
 
(1) Names of reporting persons
 
NB Public Equity Komplementar ApS
(2) Check the appropriate box if a member of a group (see instructions)
(a)  o
(b)  o
(3) SEC use only
 
(4) Source of Funds (See Instructions)
 
00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
 
o
(6) Citizenship or place of organization
 
Denmark
Number of shares
beneficially owned by
each reporting person
with:
(7) Sole voting power:
 
0
(8) Shared voting power:
 
6,689,722
(9) Sole dispositive power:
 
0
(10) Shared dispositive power:
 
6,689,722
(11) Aggregate amount beneficially owned by each reporting person:
6,689,722
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
 
o
(13) Percent of class represented by amount in Row 11:
 
11.1%
(14) Type of reporting person (see instructions):
 
PN

- 3 - -
 
CUSIP No. 868059106
SCHEDULE 13D
Page 4 of 10
 
 
(1) Names of reporting persons
 
Cora Madsen
(2) Check the appropriate box if a member of a group (see instructions)
(a)  o
(b)  o
(3) SEC use only
 
(4) Source of Funds (See Instructions)
 
00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
 
o
(6) Citizenship or place of organization
 
United States
Number of shares
beneficially owned by
each reporting person
with:
(7) Sole voting power:
 
0
(8) Shared voting power:
 
6,689,722
(9) Sole dispositive power:
 
0
(10) Shared dispositive power:
 
6,689,722
(11) Aggregate amount beneficially owned by each reporting person:
6,689,722
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
 
o
(13) Percent of class represented by amount in Row 11:
 
11.1%
(14) Type of reporting person (see instructions):
 
IN

- 4 - -
 
CUSIP No. 868059106
SCHEDULE 13D
Page 5 of 10
 
 
(1) Names of reporting persons
 
Christian Hansen
(2) Check the appropriate box if a member of a group (see instructions)
(a)  o
(b)  o
(3) SEC use only
 
(4) Source of Funds (See Instructions)
 
00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
 
o
(6) Citizenship or place of organization
 
Denmark
Number of shares
beneficially owned by
each reporting person
with:
(7) Sole voting power:
 
0
(8) Shared voting power:
 
6,689,722
(9) Sole dispositive power:
 
0
(10) Shared dispositive power:
 
6,689,722
(11) Aggregate amount beneficially owned by each reporting person:
6,689,722
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
 
o
(13) Percent of class represented by amount in Row 11:
 
11.1%
(14) Type of reporting person (see instructions):
 
IN

- 5 - -
 
CUSIP No. 868059106
SCHEDULE 13D
Page 6 of 10
 
 
(1) Names of reporting persons
 
Florian Schönharting
(2) Check the appropriate box if a member of a group (see instructions)
(a)  o
(b)  o
(3) SEC use only
 
(4) Source of Funds (See Instructions)
 
00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
 
o
(6) Citizenship or place of organization
 
Denmark
Number of shares
beneficially owned by
each reporting person
with:
(7) Sole voting power:
 
0
(8) Shared voting power:
 
6,689,722
(9) Sole dispositive power:
 
0
(10) Shared dispositive power:
 
6,689,722
(11) Aggregate amount beneficially owned by each reporting person:
6,689,722
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
 
o
(13) Percent of class represented by amount in Row 11:
 
11.1%
(14) Type of reporting person (see instructions):
 
IN

- 6 - -
 
CUSIP No. 868059106
SCHEDULE 13D
Page 7 of 10
 
 
Item 1. Security and Issuer.

This statement relates to the common stock, par value $0.001 (the “Common Stock”), of SuperGen, Inc., a Delaware corporation (the “Company”).  The Company’s principal executive office is 4140 Dublin Blvd., Suite 200, Dublin, CA 94568.

Item 2.  Identity and Background.

(a)
This Schedule 13D is filed by the following persons (the “Reporting Persons”):

 
(i) 
NB Public Equity K/S
 
(ii) 
NB Public Equity Komplementar ApS
 
(iii) 
Cora Madsen
 
(iv) 
Christian Hansen
 
(v) 
Florian Schönharting

(b)
Residence or business address:

The business address for each of the Reporting Persons is Oestergade 5, 3rd floor, DK-1100, Copenhagen K, Denmark.

(c)
Present principal occupation or employment:

 
(i)
NB Public Equity K/S (the “Fund”) is a limited partnership, organized in Denmark. The Fund is a private investment fund that invests primarily in biopharmaceutical companies. The address of the principal business and the principal office of the Fund is Oestergade 5, 3rd floor, DK-1100, Copenhagen K, Denmark.
 
(ii)
NB Public Equity Komplementar ApS (the “General Partner”) is the general partner of the Fund. The General Partner is a limited partnership, organized in Denmark. The General Partner has no ownership share in the Fund, but is entitled to a management fee for the services provided to the Fund. The address of the principal business and the principal office of the General Partner is Oestergade 5, 3rd floor, DK-1100, Copenhagen K, Denmark.
 
(iii)
Cora Madsen is a director of the General Partner and in this capacity has the legal power to direct the voting or disposition of the Common Stock beneficially owned by the Fund.
 
(iv)
Christian Hansen is director in Nordic Biotech Advisors ApS, which owns 100% of the shares of the General Partner, and is an indirect investor in a limited partner of the Fund.
 
(v)
Florian Schönharting is a director in Nordic Biotech Advisors ApS, which owns 100% of the shares of the General Partner, and is an indirect investor in a limited partner of the Fund.

(d)
During the past five years, none of the Reporting Persons, nor, to the knowledge of any of the Reporting Persons, any officer, director or control person of any of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
During the past five years, none of the Reporting Persons, nor, to the knowledge of any of the Reporting Persons, any officer, director or control person of any of the Reporting Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, pursuant to which such person, 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 Item 6 of the attached cover pages.
 
- 7 - -
 
CUSIP No. 868059106
SCHEDULE 13D
Page 8 of 10

 
Item 3.  Source and Amount of Funds or Other Consideration.

The Fund purchased the 6,689,722 shares of Common Stock beneficially owned by the Fund for an aggregate purchase price of approximately $13,310,000. The securities were acquired by purchase on the open market using the Fund’s investment capital contributed by the Fund’s limited partners.

Item 4.  Purpose of Transaction.

The Reporting Persons acquired the Common Stock beneficially owned by them because they believe the Common Stock represents an attractive investment opportunity.  The Reporting Persons are engaged in the investment business, and in the ordinary course of business review and analyze various factors affecting the companies whose securities they own, including the Company. In determining whether to purchase additional shares or to dispose of shares or otherwise change their investment in the Company, and in formulating any plans or proposals with respect to the Company, the Reporting Persons intend to consider and review various factors on a continuous basis, including the Company's financial condition, its business and prospects, the markets in which it operates, developments concerning the Company, the price and availability of shares of Common Stock, other investment and business opportunities available to the Reporting Persons, developments with respect to the Reporting Persons' businesses, and general economic, monetary and stock market conditions. The Reporting Persons may, at any time, acquire additional shares of Common Stock or dispose of any or all of the Common Stock held by them or otherwise increase or decrease the size of their investment in the Company.

The Reporting Persons discussed with the Chief Executive Officer of the Company the Reporting Persons’ desire to have a person nominated by the Reporting Persons’ added to the Company’s Board of Directors. The Reporting Persons submitted to the Company a proposal for a board nominee for election at the Company’s upcoming annual meeting and discussed with the Company expanding the Board and adding a nominee to the Company’s nominees for director at this year’s annual meeting.

Item 5. Interest in Securities of the Issuer.

(a)
The Fund is the beneficial owner of an aggregate of 6,689,722 (1) shares of Common Stock, representing approximately 11.1%(2) of the total issued and outstanding shares of Common Stock.

The General Partner is the beneficial owner of an aggregate of 6,689,722 (3)  shares of Common Stock, representing approximately 11.1%(2) of the total issued and outstanding shares of Common Stock.

Cora Madsen is the beneficial owner of an aggregate of 6,689,722 (4) shares of Common Stock, representing approximately 11.1%(2) of the total issued and outstanding shares of Common Stock.

Christian Hansen is the beneficial owner of an aggregate of 6,689,722 (5) shares of Common Stock, representing approximately 11.1%(2) of the total issued and outstanding shares of Common Stock.

Florian Schönharting is the beneficial owner of an aggregate of 6,689,722 (6) shares of Common Stock, representing approximately 11.1%(2) of the total issued and outstanding shares of Common Stock.

(b)
Each of the Reporting Persons has the sole power to vote or direct the vote of 0 shares and the shared power to vote or direct the vote of 6,689,722 shares of Common Stock. Each of the Reporting Persons has the sole power to dispose or to direct the disposition of 0 shares, and the shared power to dispose or direct the disposition of 6,689,722 shares of Common Stock.

(c) 
Not applicable.

(d)
No other person 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 the shares owned by it individually.

(e)
Not applicable.

 
- 8 - -
 
CUSIP No. 868059106
SCHEDULE 13D
Page 9 of 10
 
 
Item 6. Contracts, Arrangements, Understanding or relationships with Respect to Securities of the Issuer.

Certain of the Reporting Persons are party to various partnership and related agreements with respect to the organization and operation of the General Partner and the Fund.  The relationship of the parties is described in Items 2 and 5, which are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

None.

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 15, 2010

         
 
NB PUBLIC EQUITY K/S
         
 
By:
NB PUBLIC EQUITY KOMPLEMENTAR ApS,
   
its general partner
  
         
   
By:
/s/ Cora Madsen*
  
   
Name: Cora Madsen
  
   
Title: Director
  
         
         
 
NB PUBLIC EQUITY KOMPLEMENTAR ApS
     
 
By:
/s/ Cora Madsen*
  
   
Name: Cora Madsen
  
   
Title: Director
  
         
         
         
 
/s/ Cora Madsen*
  
 
Cora Madsen
  
         
         
 
/s/ Christian Hansen*
  
 
Christian Hansen
  
         
         
 
/s/ Florian Schönharting*
  
 
Florian Schönharting
  
         
 
*By:
 /s/ James E. Dawson  
 
James E. Dawson, as attorney-in-fact
  


 
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