-----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, KA/QpTRGKCoPXelmquS3IA38HCu7/y/l5YHWqvm9zyNeuGHC20aa/eNVQ/snDUU2 pYKTCk+7YAvJOODEsR9S0A== 0000891836-09-000039.txt : 20090212 0000891836-09-000039.hdr.sgml : 20090212 20090212165311 ACCESSION NUMBER: 0000891836-09-000039 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48769 FILM NUMBER: 09595676 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: Eisai Corp of North America CENTRAL INDEX KEY: 0001455233 IRS NUMBER: 223166046 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 TICE BLVD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 201-746-2832 MAIL ADDRESS: STREET 1: 100 TICE BLVD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 SC 13G 1 sc0020.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 
 

 

SUPERGEN, INC.

(Name of Issuer)

 

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

 

 

 

 

 

 

868059106

 

(CUSIP Number)

 

 

February 10, 2009

(Date of Event Which Requires Filing of this Statement)

 

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

[_]

Rule 13d-1(b)

[X]

Rule 13d-1(c)

[_]

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 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 (“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. 868059106

SCHEDULE 13G

Page 2 of 5 Pages

1

NAMES OF REPORTING PERSONS.

 

 

 

Eisai Corporation of North America

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

 

(a) [_]

 

Not applicable

(b) [_]

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

5

SOLE VOTING POWER

 

 

 

4,000,000

6

SHARED VOTING POWER

 

 

 

0

7

SOLE DISPOSITIVE POWER

 

 

 

4,000,000

8

SHARED DISPOSITIVE POWER

 

 

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

4,000,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 

[_]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

6.8%1

12

TYPE OF REPORTING PERSON

 

 

 

CO

   

1

The denominator for this calculation is based on 59,082,009 shares of common stock, $0.001 par value, of Supergen, Inc. (the “Issuer”) outstanding as of January 16, 2009, as reported by the Issuer in its registration statement on Form S-3 filed on January 21, 2009.


ITEM 1

(a).

Name of Issuer

 

 

 

 

 

Supergen, Inc.

 

 

 

 

(b).

Address of Issuer’s Principal Executive Offices:

 

 

 

 

 

4140 Dublin Blvd., Suite 200, Dublin, California 94568

 

 

 

ITEM 2.

(a).

Name of Person Filing:

 

 

 

 

 

Eisai Corporation of North America (“Eisai”)

 

 

 

 

(b).

Address of Principal Business Office or, if None, Residence:

 

 

 

 

 

100 Tice Boulevard, Woodcliff Lake, NJ 07677

 

 

 

 

(c).

Citizenship:

 

 

 

 

 

See Item 4 on page 2.

 

 

 

 

(d).

Title of Class of Securities:

 

 

 

 

 

Common stock, $0.001 par value (the “Common Stock”)

 

 

 

 

(e).

CUSIP Number:

 

 

 

 

 

868059106

 

 

 

ITEM 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable

 

 

(a).

[_]

Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

 

 

 

 

(b).

[_]

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

 

 

 

 

(c).

[_]

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

 

 

 

 

(d).

[_]

Investment company registered under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”);

 

 

 

 

 

(e).

[_]

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) under the Exchange Act;

 

 

 

 

 

(f).

[_]

Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) under the Exchange Act;

 

 

 

 

 

(g).

[_]

Parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) under the Exchange Act;

 

 

 

 

 

(h).

[_]

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

 

 

 

 

(i).

[_]

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

 

 

 

 

(j).

[_]

Group in accordance with Rule 13d-1(b)(1)(ii)(J) under the Exchange Act.

 

ITEM 4.

Ownership.

 

 

 

 

(a)

Amount beneficially owned:

 

 

 

 

 

See Item 9 on page 2.

 

 

 

 

 

The securities reported in this Schedule 13G were transferred to Eisai by MGI Pharma, Inc., a wholly owned subsidiary of Eisai, on February 10, 2009.


 

(b)

Percent of class:

 

 

 

 

 

See Item 11 on page 2

 

 

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

Sole power to vote or to direct the vote:

 

 

 

 

 

 

 

See Item 5 on page 2

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote:

 

 

 

 

 

 

 

See Item 6 on page 2

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:

 

 

 

 

 

 

 

See Item 7 on page 2

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of:

 

 

 

 

 

 

 

See Item 8 on page 2

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

 

 

 

Not applicable

 

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

 

 

Not Applicable

 

 

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 we certify that, to the best of our knowledge and belief, the securities referred to above 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.


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 12, 2009

(Date)

 

 

Eisai Corporation of North America

 

By:     /s/ Kenneth Klauser

(Signature)

 

Kenneth Klauser / Vice President and Chief
Financial Officer

(Name/Title)

 

 

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