-----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, HJrKobitHX8CjPOXsP9d0HU0AEiQa+DRaXX/x4wj1EsVk1eaSusydd1XOTHsXhjf YTnEwXCRgNS79+716BACkQ== 0000903423-02-000558.txt : 20020906 0000903423-02-000558.hdr.sgml : 20020906 20020906123818 ACCESSION NUMBER: 0000903423-02-000558 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020906 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TULARIK INC CENTRAL INDEX KEY: 0000889057 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943148800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57289 FILM NUMBER: 02758200 BUSINESS ADDRESS: STREET 1: TWO CORPORATE DRIVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6508257300 MAIL ADDRESS: STREET 1: TWO CORPORATE DRIVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZURICH CANTONALBANK CENTRAL INDEX KEY: 0001186713 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: POSTFACH CITY: ZURICH STATE: V8 ZIP: 8010 BUSINESS PHONE: 01141012923162 MAIL ADDRESS: STREET 1: POST FACH CITY: ZURICH STATE: V8 ZIP: 8010 SC 13D 1 cantonalbank13d_9-05.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no.___)* TULARIK INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 899165104 (CUSIP Number) Claudio Pfammatter Zurich Cantonalbank Postfach 8010 Zurich, Switzerland 41 (0) 1 292 31 62 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 2002 (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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:[_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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 (the "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. 899165104 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Zurich Cantonalbank 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) AF 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 11,358,238 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 11,358,238 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,358,238 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) BK CUSIP No. 899165104 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Pharma Vision AG 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 11,358,238 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 11,358,238 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,358,238 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO, IV Item 1. Security and Issuer. This statement relates to the shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Tularik Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices is Two Corporate Drive, South San Francisco, California 94080. Item 2. Identity and Background. (a)-(c), (f) This statement is being filed jointly on behalf of Zurich Cantonalbank, a recognized investment company and registered bank supervised by the Swiss Banking Commission in Bern ("Cantonal"), and Pharma Vision AG, a Swiss corporation ("Pharma Vision", and together with Cantonal, the "Reporting Persons"). Cantonal owns fifty-one percent of the voting stock of Pharma Vision. The principal business address of Cantonal is Postfach, 8010 Zurich, Switzerland. The principal business address of Pharma Vision is Spielhof 3, 8750 Glarus, Switzerland. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and the citizenship of each executive officer and director of the Reporting Persons is set forth in Schedule A and incorporated herein by reference. (d)-(e) During the past five (5) years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 United States federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to a purchase agreement, on August 27, 2002 Cantonal acquired from BZ Group Holding Limited 51% of the voting stock of Pharma Vision and 56% of the voting stock of Spezialitaten Vision AG, a Swiss corporation ("Spezialitaten Vision"), thereby acquiring indirect beneficial ownership of the Company's Common Stock held directly by Pharma Vision. All of the funds used by Pharma Vision to acquire the Common Stock it owns directly came from funds available to it for investments. Pharma Vision acquired the Common Stock it owns directly as follows: 1) On October 11, 1996, Pharma Vision purchased 3,280,000 shares of Series F Convertible Preferred Stock of the Company at a price of $10.00 per share. The Series F Convertible Preferred Stock were automatically converted into 3,280,000 shares of Common Stock in connection with the Company's initial public offering (the "IPO"). 2) On December 15, 1997, Pharma Vision purchased 5,000,000 shares of Series G Convertible Preferred Stock of the Company at a price of $10.25 per share. The Series G Convertible Preferred Stock was automatically converted into 5,000,000 shares of Common Stock in connection with the IPO. 3) On December 9, 1999, Pharma Vision purchased 1,878,238 shares of Common Stock at a price of $14 per share in a direct offering from the Company concurrently with the IPO. 4) On June 28, 2002, Pharma Vision purchased 1,200,000 shares of Common Stock at a price of $9.00 per share from Spezialitaten Vision. Item 4. Purpose of Transaction. Each of Cantonal and Pharma Vision acquired and continues to hold the Common Stock reported herein for investment purposes. Neither Cantonal nor Pharma Vision has any plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Pharma Vision directly beneficially owns 11,358,238 shares of Common Stock, or 22.4% of the shares of Common Stock outstanding. Cantonal may be deemed to indirectly beneficially own the 11,358,238 shares of Common Stock held directly by Pharma Vision. David V. Goeddel, a director of Pharma Vision, and a director and the chief executive officer of the Company, directly beneficially owns 2,068,334 shares of Common Stock. Dr. Goeddel may also be deemed to indirectly beneficially own 676.26 shares of Common Stock through a 401(k) plan trust and 160,000 shares of Common Stock through an additional trust, of which shares of Common Stock Dr. Goeddel has disclaimed beneficial ownership. Dr. Goeddel has options to acquire an aggregate of 188,752 shares of Common Stock in the 60 days following August 27, 2002. Cantonal and Pharma Vision disclaim beneficial ownership of any securities of the Company beneficially owned by Dr. Goeddel. Dr. Goeddel disclaims beneficial ownership of any securities of the Company beneficially owned by Cantonal and Pharma Vision. (b) Except as described herein, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed in Schedule A, beneficially owns any shares of Common Stock. (c) The following is a list of transactions effected during the period sixty days prior to August 27, 2002. All such transactions were effected in the open market on the Nasdaq Stock Exchange, except that the purchase of Common Stock by Pharma Vision from Spezialitaten Vision was made in a private transaction: Purchases/Sales by Cantonal: Date of Price Per Share Number of Shares Total Amount Purchase/Sale ($) Purchased/Sold Paid/Received for the Shares ($) 7/31/02 $7.41 Sale of 121,457 $899,996.37 8/1/02 $7.60 Sale of 60,000 $456,000 8/2/02 $7.65 Sale of 2,000 $15,300 8/2/02 $7.48 Purchase of 5,000 $37,400 8/6/02 $7.23 Purchase of 21,000 $151,830 8/7/02 $7.72 Purchase of 101,005 $779,758.60 8/8/02 $7.93 Purchase of 56,400 $447,252 8/9/02 $8.07 Purchase of 52 $419.64 Purchase by Pharma Vision from Spezialitaten Vision: Date of Purchase Price Per Share Number of Shares Total Amount Paid ($) Purchased for the Shares ($) 6/28/02 $9.00 1,200,000 $10,800,000 Except as described above, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed in Schedule A, has effected any transactions in the Common Stock during the period sixty days prior to August 27, 2002. (d) - (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed in Schedule A, has any contract, arrangement, understanding or relationship with any other person regarding the Common Stock, including but not limited to transfer or voting of any of such Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit 1 Joint Filing Agreement dated as of September 5, 2002. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. September 5, 2002 ZURICH CANTONALBANK /s/ C. Pfammatter ----------------------------------- Name: C. Pfammatter Title: Head of Compliance /s/ B. Heusi ----------------------------------- Name: B. Heusi Title: Ass. Head of Compliance PHARMA VISION AG /s/ Dr. R. Stadler ----------------------------------- Name: Dr. R. Stadler Title: Legal Counsel /s/ M. Meier ----------------------------------- Name: M. Meier Title: Controller Schedule A Set forth below are the names and positions of all of the directors and executive officers of Zurich Cantonalbank and Pharma Vision AG, the principal occupation or employment of such person and the name, principal business and address of any corporation or other organization in which such employment is conducted. ZURICH CANTONALBANK Executive Officers and Members of the Board of Directors Name Business Address Principal Occupation Citizenship Hermann Weigold Zurich Cantonalbank Chairman of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Martin Zollinger Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Liselotte Illi Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Eduard Frauenfelder Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Peter Ablanalp Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Janos Blum Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Richard Gerster Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Niklaus Kuhn Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Germain Mittaz Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Maurice Pedergnana Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Regula Pfister Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Erich Rufenacht Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Theo Schaub Zurich Cantonalbank Member of the Board of Switzerland Bahnhofstrasse 9 Directors 8001 Zurich Switzerland Hans F. Vogeli Zurich Cantonalbank CEO Switzerland Bahnhofstrasse 9 8001 Zurich Switzerland Anton Allemann Zurich Cantonalbank Member of the Executive Switzerland Bahnhofstrasse 9 8001 Zurich Switzerland Charles Stettler Zurich Cantonalbank Member of the Executive Switzerland Bahnhofstrasse 9 8001 Zurich Switzerland Hans Fischer Zurich Cantonalbank Member of the Executive Switzerland Bahnhofstrasse 9 8001 Zurich Switzerland Martin Scholl Zurich Cantonalbank Member of the Executive Switzerland Bahnhofstrasse 9 8001 Zurich Switzerland
Pharma Vision Executive Officers and Members of the Board of Directors Name Business Address Principal Occupation Citizenship Martin Ebner Pharma Vision AG Chairman of the Board of Switzerland Spielhof 3 Directors 8750 Glarus Switzerland David V. Goeddel Pharma Vision AG Member of the Board of United States Spielhof 3 Directors; Member of the 8750 Glarus Board of Directors and Switzerland Chief Executive Officer of Tularik, Inc.
EX-1 3 cantonalbank13d_ex-1.txt Exhibit 1 September 5, 2002 Joint Filing Agreement In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of us of a Schedule 13D relating to the Common Stock, par value $0.001 per share, of Tularik Inc., a Delaware corporation, and that any subsequent amendments thereto filed by either of us will be filed on behalf of each of us. This Agreement may be included as an exhibit to such joint filing. ZURICH CANTONALBANK /s/ C. Pfammatter - ------------------------------------- Name: C. Pfammatter Title: Head of Compliance /s/ B. Heusi - ------------------------------------- Name: B. Heusi Title: Ass. Head of Compliance PHARMA VISION AG /s/ Dr. R. Stadler - ------------------------------------- Name: Dr. R. Stadler Title: Legal Counsel /s/ M. Meier - ------------------------------------- Name: M. Meier Title: Controller -----END PRIVACY-ENHANCED MESSAGE-----