UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Genstar Therapeutics Corp.
(Formerly known as Urogen Corp.)
(Name of Issuer)
Common Stock, Par Value $0.001 per Share
(Title of Class of Securities)
917271 108
(CUSIP NUMBER)
Jan Stern Reed
Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois 60015
(847) 948-2212
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 20, 2002
(Date of Event which Requires Filing of this Statement)
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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 box
[_].
NOTE: Schedules filed in paper format should include a signed original and five
(5) copies of the schedule. See Rule 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 ("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).
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SCHEDULE 13D
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CUSIP NO. 917271 108 Page 2 of 7
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Baxter Healthcare Corporation
IRS Identification No. 36-2604143
Baxter International Inc.
IRS Identification No. 36-0781620
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 9,782,139/1/
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9 SOLE DISPOSITIVE POWER
0
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__________________
/1/ As discussed in Item 5 below, Baxter and Parent may be deemed to share
voting power of Baxter's shares of Common Stock (as defined below) with
Vascular Genetics Inc.
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10 SHARED DISPOSITIVE POWER
9,782,139
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,782,139 consisting of:
. 1,841,219 shares of common stock;
. 5,830 shares of non-voting Series A preferred stock convertible into
5,830,000 shares of common stock, based on a fixed 1:1000 conversion
ratio;
. 12,890 shares of non-voting Series B preferred stock convertible into
2,010,920 shares of common stock, based on a conversion ratio which
became fixed on June 13, 2001; and
. Warrant to purchase 100,000 shares of common stock at $2.00 per share
until February 27, 2005 (as of the date of this filing, the Company's
share price is less than $2.00 per share).
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
Amount excludes 2,000 shares of non-voting Series C preferred stock of the
Company, which shares do not become convertible into common stock until the
achievement by the Company of a milestone event that has not occurred and is not
expected to occur within sixty days of the date of filing.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31%/2/
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14 TYPE OF REPORTING PERSON
CO
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__________________
/2/ Percentage assumes the conversion of the non-voting Series A preferred
stock and non-voting Series B preferred stock into Common Stock (as
defined below) and the exercise of the warrant for Common Stock. As of the
date of this filing, the preferred shares have not been converted into
Common Stock and the warrant has not been exercised for Common Stock. The
Common Stock currently held by Baxter constitutes approximately 8% of the
outstanding Common Stock of the Company.
SCHEDULE 13D
This Amendment No. 2 amends the Statement on Schedule 13D, filed with
the Securities and Exchange Commission on March 6, 2002 by Baxter Healthcare
Corporation, a Delaware corporation ("Baxter") and Baxter International Inc., a
Delaware corporation, and the owner of 100% of the capital stock of Baxter
("Parent"), as amended by Amendment No. 1, filed on March 11, 2002.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the holdings of Baxter of
common stock, $0.001 par value per share ("Common Stock"), of GenStar
Therapeutics Corp. (formerly known as Urogen Corp.), a Delaware corporation (the
"Company"). The address of the principal executive offices of the Company is:
10865 Altman Row
San Diego, CA 92121
(858) 450-5949
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Baxter and Parent, each of which is
a Delaware corporation. The principal executive offices of Baxter and Parent
are:
One Baxter Parkway
Deerfield, Illinois, 60015
(847) 948-2000
Baxter and Parent are engaged in the worldwide development,
distribution and manufacture of a diversified line of products, systems and
services used primarily in the health care field.
Neither Parent nor Baxter, nor, to the best knowledge of Parent and
Baxter, any director or executive officer of Parent or Baxter, during the last
five years, (a) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) was 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, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
In connection with the Merger (as defined below), on September 20,
2002, Parent and the Company became parties to the GenStar Stockholders
Agreement, dated as of September 12, 2002 (the "Stockholders Agreement"),
together with Genesis Acquisition Corporation, a Delaware corporation and direct
wholly owned subsidiary of the Company ("Merger Sub"), Vascular Genetics, Inc.,
a Delaware corporation ("VGI"), and certain other stockholders of the Company
listed on Exhibit A to the Stockholders Agreement. The Stockholders Agreement
covers an aggregate of 14,827,251 fully diluted shares of Common Stock (the
"Covered Shares") (of which Baxter possesses dispositive and/or voting control
over 9,782,139 shares) and grants VGI an irrevocable proxy to vote the Covered
Shares with respect to the Merger and against any Frustrating Transaction, as
defined in the Stockholders' Agreement. Subject to certain limitations, Baxter
and the other stockholders are limited from transferring any of the Covered
Shares prior to the termination of the Stockholders Agreement. The
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Stockholders Agreement terminates upon the earlier of the date of termination of
the Reorganization Agreement (as defined below) and the effective time of the
Merger.
Pursuant to the Agreement and Plan of Reorganization, dated as of
September 12, 2002 (the "Reorganization Agreement"), Merger Sub will be merged
with and into VGI (the "Merger"), with VGI continuing as the surviving
corporation. The Merger has been structured as a merger of equals. Under the
terms of the Reorganization Agreement, VGI's stockholders will receive, in
exchange for all of the outstanding capital stock of VGI, newly issued shares of
Common Stock equal to the fully diluted outstanding capitalization of the
Company, which is expected to be approximately 38 million shares. The Board of
Directors of each of the Company and VGI unanimously approved the Reorganization
Agreement. The transaction is subject to the Company and VGI stockholders'
approval, as well as other closing conditions specified in the Reorganization
Agreement. VGI's largest shareholders, Human Genome Sciences, Inc. and Cato
Holding Company, have approved the transaction as part of VGI's restructuring
plan, and have entered into voting agreements in this regard. The Company and
VGI expect the closing to occur as early as the fourth quarter of calendar 2002.
The foregoing summaries of the Stockholders Agreement and the
Reorganization Agreement are not intended to be complete and are qualified by
reference to the Stockholders Agreement and the Reorganization Agreement, which
are included as exhibits to this Schedule 13D and incorporated herein in their
entirety by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Except as set forth below, neither Baxter, Parent, nor, to the best
knowledge of Baxter and Parent, any director or executive officer of Baxter or
Parent beneficially owns any other shares of Common Stock.
(a) Baxter and Parent may be deemed to beneficially own an
aggregate of 9,782,139 shares of Common Stock, which constitutes approximately
31% of the total number of outstanding shares of Common Stock. Such percentage
assumes the conversion of the Series A preferred stock and Series B preferred
stock into Common Stock and the exercise of the warrant for Common Stock. As of
the date of this filing, the Series A preferred stock and Series B preferred
stock have not been converted into Common Stock and the warrant has not been
exercised for Common Stock. The Common Stock currently held by Baxter
constitutes approximately 8% of the outstanding shares of Common Stock (not
assuming the conversion of the Series A preferred stock and Series B preferred
stock into Common Stock).
(b) Baxter may share the power to vote and dispose of the Common
Stock with Parent. As discussed in Item 4, above, Baxter has granted to VGI an
irrevocable proxy to vote Baxter's shares of Common Stock on the matters
described above. Therefore, Baxter and Parent may be deemed to share voting
power of Baxter's shares of Common Stock with VGI. Baxter retains the power to
vote the Common Stock on all other matters.
(c) The information contained in Item 4 is incorporated herein by
reference.
(d) Not applicable.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than as described above and in the original Schedule 13D to
which this amendment relates, to the knowledge of Baxter and Parent, there are
no contracts, arrangements, understandings or relationships (legal
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or otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Company.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit Description
Exhibit 7.1 Agreement and Plan of Reorganization, dated as of
September 12, 2002, by and among GenStar
Therapeutics Corporation, Genesis Acquisition
Corporation and Vascular Genetics Inc.,
incorporated by reference to Exhibit 99.1 to Form
8-K of GenStar Therapeutics Corporation dated
September 16, 2002.
Exhibit 7.2 GenStar Stockholders Agreement, effective as of
September 12, 2002, by and among GenStar
Therapeutics Corporation, Genesis Acquisition
Corporation, Vascular Genetics, Inc., and the
Stockholders of GenStar listed on Exhibit A to the
Agreement, incorporated by reference to Exhibit C
to Exhibit 99.1 to Form 8-K of GenStar Therapeutics
Corporation dated September 16, 2002.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned corporations certifies that the information set
forth in this statement is true, complete and correct.
September 20, 2002 BAXTER HEALTHCARE CORPORATION
By:
/s/ JAN STERN REED
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Name: Jan Stern Reed
Title: Corporate Secretary
BAXTER INTERNATIONAL INC.
By:
/s/ JAN STERN REED
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Name: Jan Stern Reed
Title: Corporate Secretary
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