-----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, OB8ub6Uvl0V3QapJ6mZzQuaIs+Nxg6oipmBKyEikfsRJ9ROmGUmYJKKoV8T7GiYy g2bE1V7ALSq36rM3ToqYoQ== 0001104659-04-004681.txt : 20040217 0001104659-04-004681.hdr.sgml : 20040216 20040217133151 ACCESSION NUMBER: 0001104659-04-004681 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48769 FILM NUMBER: 04606626 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: RUBINFELD JOSEPH CENTRAL INDEX KEY: 0001033369 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O SUPERGEN INC STREET 2: 4140 DUBLIN BLVD STE 200 CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 9255600100 MAIL ADDRESS: STREET 1: C/O SUPERGEN INC STREET 2: 4140 DUBLIN BLVD STE 200 CITY: DUBLIN STATE: CA ZIP: 94568 SC 13G/A 1 a04-2473_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 

SuperGen, Inc.

(Name of Issuer)

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

868059 10 6

(CUSIP Number)

 

12/31/03

(Date of Event Which Requires Filing of this Statement)

 

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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).

 

 

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

SEC 1745 (12-02)

 

 

 

CUSIP No. 868059 10 6

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Joseph Rubinfeld

 

 

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
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
12,500*

 

6.

Shared Voting Power
1,449,379**

 

7.

Sole Dispositive Power
12,500*

 

8.

Shared Dispositive Power
1,449,379**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,730,874***

 

 

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)
7.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Loretta Rubinfeld

 

 

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
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,500****

 

6.

Shared Voting Power
1,449,379**

 

7.

Sole Dispositive Power
1,500****

 

8.

Shared Dispositive Power
1,449,379**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,379*****

 

 

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)
4.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3

 

Item 1.

 

(a)

Name of Issuer
SuperGen, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
4140 Dublin Boulevard,
Suite 200, Dublin,
CA  94568

Item 2.

 

(a)

Name of Person Filing
Joseph Rubinfeld and Loretta Rubinfeld, husband and wife

 

(b)

Address of Principal Business Office or, if none, Residence
4140 Dublin Boulevard,
Suite 200, Dublin,
CA  94568

 

(c)

Citizenship
United States of America

 

(d)

Title of Class of Securities
Common Stock, $.001 par value

 

(e)

CUSIP Number
868059 10 6

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)

o

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)

o

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).

Not applicable.

 

4

 

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.

 

(a)

Amount beneficially owned:   

Joseph Rubinfeld:    2,730,874 shares***
Loretta Rubinfeld:   1,500,379 shares*****

 

(b)

Percent of class:   

Joseph Rubinfeld: 7.1%, based on 37,011,589 outstanding shares of Common Stock of the Issuer as of December 31, 2003.

Loretta Rubinfeld: 4.1%, based on 37,011,589 outstanding shares of Common Stock of the Issuer as of December 31, 2003.

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote   

Joseph Rubinfeld:     12,500 shares*
Loretta Rubinfeld:      1,500 shares****

 

 

(ii)

Shared power to vote or to direct the vote    

Joseph Rubinfeld:     1,449,379 shares**
Loretta Rubinfeld:    1,449,379 shares**

 

 

(iii)

Sole power to dispose or to direct the disposition of   

Joseph Rubinfeld:      12,500 shares*
Loretta Rubinfeld:       1,500 shares****

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Joseph Rubinfeld:      1,449,379 shares**
Loretta Rubinfeld:     1,449,379 shares**

*

These 12,500 shares are held by Joseph Rubinfeld as custodian for minor grandchildren under the California Uniform Transfers to Minors Act.

**

1,449,379 shares owned jointly by reporting persons are registered to Joseph and Loretta Rubinfeld. 35,000 of these shares are held by Joseph and Loretta Rubinfeld as custodians for minor grandchildren under the California Uniform Transfers to Minors Act.

***

Includes 1,268,995 shares which may be acquired within 60 days of December 31, 2003 upon exercise of stock options by Joseph Rubinfeld.

****

These 1,500 shares are held by Loretta Rubinfeld as custodian for minor grandchildren under the California Uniform Transfers to Minors Act.

*****

Includes 49,500 shares which may be acquired within 60 days of December 31, 2003 upon exercise of stock options by Loretta Rubinfeld.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

 

5

 

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.

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

Not applicable.

 

6

 

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.

 

 

02/17/04

 

Date

 


/s/ Joseph Rubinfeld

 

Signature

 


Joseph Rubinfeld

 

Name/Title

 

 

 

02/17/04

 

Date

 


/s/ Loretta Rubinfeld

 

Signature

 


Loretta Rubinfeld

 

Name/Title

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

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 for whom copies are to be sent.

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

6

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