Schedule 13D
Cusip No. 812578102
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Seattle Genetics, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
812578102
---------------------------
(CUSIP Number)
Phillip Isom, Esq.
O'Melveny & Myers LLP
7 Times Square
New York, NY 10036
Telephone: (212) 408-2418
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 30, 2005
----------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(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 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 this cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange
Act") or otherwise subject to the liabilities of that section of the Exchange
Act but shall be subject to all other provisions of the Exchange Act (however,
see the Notes)
Page 1 of 28
Schedule 13D
Cusip No. 812578102
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners (BHCA), L.P.
13-3371826
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 5,417,325 (includes shares of Series A
WITH Convertible Preferred Stock and Warrant to Purchase
601,925 shares of common stock)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,417,325 (includes shares of Series A
Convertible Preferred Stock and Warrant to Purchase
601,925 shares of common stock)
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,417,325 (includes shares of Series A Convertible Preferred Stock and
Warrant to Purchase 601,925 shares of common stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(1) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(1) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 2 of 28
Schedule 13D
Cusip No. 812578102
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors, L.P.
13-4197054
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 912,791 (includes shares of Series A
WITH Convertible Preferred Stock and warrant to purchase
101,421 shares of Common Stock)
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
912,791 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
101,421 shares of Common Stock)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,791 (includes shares of Series A Convertible Preferred
Stock and warrant to purchase 101,421 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(2) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(2) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 3 of 28
Schedule 13D
Cusip No. 812578102
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors A, L.P.
26-0032493
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 124,436 (includes shares of Series A
WITH Convertible Preferred Stock and warrant to purchase
13,826 shares of Common Stock)
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
124,436 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
13,826 shares of Common Stock)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,436 (includes shares of Series A Convertible Preferred Stock and
warrant to purchase 13,826 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(3) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
3 The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 4 of 28
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors (Cayman), L.P.
13-4197057
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 463,298 (includes shares of Series A
WITH Convertible Preferred Stock and warrant to purchase
51,478 shares of Common Stock)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
463,298 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
51,478 shares of common stock)
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,298 (includes shares of Series A Convertible Preferred Stock and
warrant to purchase 51,478 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(4) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
4 The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 5 of 28
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors (Cayman) II, L.P.
26-0005546
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 51,626 (includes shares of Series A
WITH Convertible Preferred Stock and warrant to purchase
5,736 shares of Common Stock)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
51,626 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
5,736 shares of Common Stock)
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,626 (includes shares of Series A Convertible Preferred Stock and
warrant to purchase 5,736 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(5) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
5 The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 6 of 28
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors (Selldown), L.P.
56-2489868
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 343,024 (includes shares of Series A
WITH Convertible Preferred Stock and warrant to purchase
38,114 shares of Common Stock)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
343,024 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
38,114 shares of Common Stock)
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,024 (includes shares of Series A Convertible Preferred Stock and
warrant to purchase 38,114 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(6) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
6 The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 7 of 28
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Julian C. Baker
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP See
Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON
WITH
8 SHARED VOTING POWER
8,175,684 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
812,500 shares of Common Stock)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,175,684 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
812,500 shares of Common Stock)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,175,684 (includes shares of Series A Convertible Preferred Stock
and warrant to purchase 812,500 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)(7) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
7 The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 8 of 28
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Felix J. Baker
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP See
Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON
WITH
8 SHARED VOTING POWER
8,175,684 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
812,500 shares of Common Stock)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,175,684 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
812,500 shares of Common Stock)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,175,684 (includes shares of Series A Convertible Preferred Stock
and warrant to purchase 812,500 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (8) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
----------
8 The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 9 of 28
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delphi Ventures VI, L.P.
42-1561726
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
2,227,725 (includes 1,980,200 shares of
Common Stock issuable upon conversion of
the Series A Convertible Preferred Stock
and 247,525 shares of Common Stock
issuable upon exercise of the Warrants)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,227,725 (includes 1,980,200 shares of
Common Stock issuable upon conversion of
the Series A Convertible Preferred Stock
and 247,525 shares of Common Stock
issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,227,725 (includes 1,980,200 shares of Common Stock issuable upon
conversion of the Series A Convertible Preferred Stock and 247,525
shares of Common Stock issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(9) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
9 The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 10 of 28
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delphi BioInvestments VI, L.P.
04-3760672
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
22,275 includes 19,800 shares of Common
Stock issuable upon conversion of the
Series A Convertible Preferred Stock and
2,475 shares of Common Stock issuable
upon exercise of the Warrants)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
22,275 (includes 19,800 shares of
Common Stock issuable upon conversion of
the Series A Convertible Preferred Stock
and 2,475 shares of Common Stock issuable
upon exercise of the Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,275 (includes 19,800 shares of Common Stock issuable upon conversion
of the Series A Convertible Preferred Stock and 2,475 shares of Common
Stock issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(10) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
10 The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 11 of 28
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delphi Management Partners VI, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
2,250,000 includes 2,000,000 shares of
Common Stock issuable upon conversion of
the Series A Convertible Preferred Stock
and 250,000 shares of Common Stock
issuable upon exercise of the Warrants)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,250,000 includes 2,000,000 shares of
Common Stock issuable upon conversion of
the Series A Convertible Preferred Stock
and 250,000 shares of Common Stock
issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,000 includes 2,000,000 shares of Common Stock issuable upon
conversion of the Series A Convertible Preferred Stock and 250,000
shares of Common Stock issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(11) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
----------
11 The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 17,738,184 shares of Common Stock (defined herein), representing
30.1% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 12 of 28
Preliminary Statement: This Schedule 13D is being amended to reflect the
purchase by the Baker Reporting Persons of 863,179 shares of the Issuer's Common
Stock in open market purchases in 2004 and 2005 as well as to amend a
typographical error in the shares reported for the JPMP Reporting Persons.
Item 1. Security and Issuer.
The class of equity securities to which this statement (this
"Statement") relates is the Common Stock, par value $0.001 per share
(the "Common Stock") of Seattle Genetics, Inc., a Delaware
corporation (the "Issuer" or "Company"). The Issuer's principal
executive offices are located at 21823 -- 30th Drive S.E., Bothell,
WA 98021.
Item 2. Identity and Background.
JPMP Reporting Persons
This Statement is being filed by: (i) J.P. Morgan Partners (BHCA),
L.P., a limited partnership organized under the laws of Delaware
("JPMP (BHCA)"), whose principal office is located at 1221 Avenue of
the Americas, New York, NY 10020, (ii) J.P. Morgan Partners Global
Investors, L.P., a limited partnership organized under the laws of
Delaware ("JPMP Global"), whose principal office is located at the
same address as JPMP (BHCA), (iii) J.P. Morgan Partners Global
Investors A, L.P., a limited partnership organized under the laws of
Delaware ("JPMP Global A"), whose principal office is located at the
same address as JPMP (BHCA), (iv) J.P. Morgan Partners Global
Investors (Cayman), L.P., a limited partnership organized under the
laws of the Cayman Islands ("JPMP Cayman"), whose principal office
is located at the same address as JPMP (BHCA), (v) J.P. Morgan
Partners Global Investors (Cayman) II, L.P. a limited partnership
organized under the laws of the Cayman Islands ("JPMP Cayman II"),
whose principal address is located at the same address as JPMP
(BHCA) and (vi) J.P. Morgan Partners Global Investors (Selldown),
L.P., a Delaware Limited Partnership ("JPMP Selldown" and
collectively with JPMP (BHCA), JPMP Global, JPMP Global A and JPMP
Cayman, the "JPMP Reporting Persons"), whose principal office is
located at the same address as JPMP (BHCA).
JPMP (BHCA) is engaged in the venture capital, private equity and
leveraged buyout business. The general partner of JPMP (BHCA) is
JPMP Master Fund Manager, L.P., a Delaware limited partnership
("JPMP Master Fund"), whose principal business office is located at
the same address as JPMP (BHCA), and is also engaged directly and
indirectly (through affiliates) in the venture capital, private
equity and leveraged buyout business.
Page 13 of 28
JPMP Global, JPMP Global A, JPMP Cayman, JPMP Cayman II and JPMP
Selldown (collectively, the "Global Fund Entities") are also engaged
in the venture capital, private equity and leveraged buyout
business. The general partner of each of the Global Fund Entities is
J.P. Morgan Partners Global Investors, L.P., a Delaware limited
partnership ("JPMP Investors"), whose principal place of business is
located at the same address as JPMP (BHCA). JPMP Investors is
engaged indirectly in the venture capital, private equity and
leveraged buyout business as general partner of each of the Global
Fund Entities.
The general partner of each of JPMP Master Fund and JPMP Investors
is JPMP Capital Corp., a New York corporation ("JPMP Capital
Corp."), whose principal business office is located at the same
address as JPMP (BHCA), and is also engaged directly and indirectly
(through affiliates) in the venture capital, private equity and
leveraged buyout business. Set forth in Schedule A hereto and
incorporated herein by reference are the names, business addresses,
principal occupations and employments of each executive officer and
director of JPMP Capital Corp.
JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase &
Co., a Delaware Corporation ("JPMorgan Chase") which is engaged
(primarily through subsidiaries) in the commercial banking business
with its principal office located at 270 Park Avenue, New York, NY
10018. Set forth in Schedule B hereto and incorporated herein by
reference are the names, business addresses, principal occupations
and employments of each executive officer and director of JPMorgan
Chase.
Baker Reporting Persons
This Statement is also being filed by: (i) Julian C. Baker and (ii)
Felix J. Baker, each of whom is a United States citizen whose
principal office is located at 667 Madison Avenue, New York, NY
10021 (collectively, the "Baker Reporting Persons"). Set forth below
is certain information with respect to the Baker Reporting Persons:
Name Present Principal Occupation
Julian C. Baker Managing Member, Baker Bros. Advisors, LLC
(an entity engaged in investment activities)
Felix J. Baker Managing Member, Baker Bros. Advisors, LLC
(an entity engaged in investment activities)
Delphi Reporting Persons
This Statement is also being filed by: (i) Delphi Ventures VI, L.P.,
a limited partnership organized under the laws of Delaware ("Delphi
Ventures"), whose principal office is located at 3000 Sand Hill
Road, Building 1, Suite 135, Menlo Park, CA 94025, (ii) Delphi
BioInvestments VI, L.P., a limited partnership organized under the
laws of Delaware ("Delphi BioInvestments"), whose principal office
is located at the same address as Delphi Ventures, and (iii) Delphi
Management Partners VI, L.L.C., a Delaware limited liability company
("Delphi Management", and together with Delphi Ventures and Delphi
BioInvestments, the "Delphi Reporting Persons") whose principal
office is located at the same address as Delphi Ventures.
Page 14 of 28
The Delphi Reporting Persons are engaged in the venture capital
business. The general partner of each of Delphi Ventures and Delphi
BioInvestments is Delphi Management. Delphi Management is also
engaged indirectly (through affiliates) in the venture capital
business. Set forth in Schedule C hereto and incorporated herein by
reference are the names, business addresses, principal occupations
and employments of each managing member of Delphi Management.
The Delphi Reporting Persons, the JPMP Reporting Persons and the
Baker Reporting Persons are collectively referred to herein as the
"Reporting Persons".
During the last five years, none of the Reporting Persons have been
convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or have been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
resulting in their being 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
JPMP Reporting Persons:
The funds provided by JPMP (BHCA) and the Global Fund Entities for
the purchase of the securities reported in Item 5 below were obtained
from the contributed capital and available working capital of JPMP
(BHCA) and the Global Fund Entities, which includes funds that are
held available for such purpose.
Baker Reporting Persons:
The funds used by the limited partnerships controlled by Julian C.
Baker and Felix J. Baker to purchase the securities reported in Item
5 below were provided from the available working capital of such
limited partnerships.
Delphi Reporting Persons:
The funds provided by Delphi Ventures and Delphi BioInvestments for
the purchase of the securities reported in Item 5 below were obtained
from the contributed capital and available working capital of Delphi
Ventures and Delphi BioInvestments respectively, which includes funds
that are held available for such purpose.
Page 15 of 28
Item 4. Purpose of Transactions.
The securities referred to in Item 5 below (other than the Open
Market Purchases (defined below) by the Baker Reporting Persons) were
acquired pursuant to the Securities Purchase Agreement referred to in
Item 6 below solely for investment purposes. The Open Market
Purchases by the Baker Reporting Persons were acquired pursuant to
open market transactions for investment purposes only.
The transactions described in Item 6 below are incorporated in their
entirety herein by reference.
Subject to the rights of the Reporting Persons set forth in the
Securities Purchase Agreement and the Investors Rights Agreement
referred to in Item 6 below, except as set forth in this Item 4, none
of the JPMP Reporting Persons, the Baker Reporting Persons, or the
Delphi Reporting Persons have a present plan or proposal that relates
to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D. However, each of the JPMP
Reporting Persons, the Baker Reporting Persons and the Delphi
Reporting Persons reserves the right to propose or participate in
future transactions which may result in one or more of such actions,
including but not limited to, an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, sale
of a material amount of assets of the Issuer or its subsidiaries, or
other transactions which might have the effect of causing the
Issuer's Common Stock to cease to be listed on the NASDAQ National
Market System or causing the Common Stock to become eligible for
termination of registration, under section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Act").
Item 5. Interest in Securities of the Issuer.
The percentages of outstanding shares of the Issuer reported in this
Item 5 are based on 42,140,428 shares of Common Stock outstanding as
of March 9, 2005 as reported by the Issuer's Form 10K for fiscal year
ended December 31, 2004.
JPMP Reporting Persons
JPMP (BHCA) beneficially owns 5,417,325 shares of the Issuer's Common
Stock, which represents 11.4% of the Issuer's Common Stock. JPMP
Global beneficially owns 912,791 shares of the Issuer's Common
Stock, which represents 2.1% of the Issuer's Common Stock. JPMP
Global A beneficially owns 124,436 shares of the Issuer's Common
Stock, which represents 0.3% of the Issuer's Common Stock. JPMP
Cayman beneficially owns 463,298 shares of the Issuer's Common Stock,
which represents 1.1% of the Issuer's Common Stock. JPMP Cayman II
beneficially owns 51,626 shares of the Issuer's Common Stock, which
represents 0.1% of the Issuer's Common Stock. JPMP Selldown
beneficially owns 343,024 shares of the Issuer's Common Stock, which
represents 8% the Issuer's Common Stock.
Page 16 of 28
JPMP Master Fund, as the General Partner of JPMP (BHCA), may be
deemed to beneficially own the shares beneficially owned by JPMP
(BHCA).
JPMP Investors, as the General Partner of each of the Global Fund
Entities, may be deemed to beneficially own the shares beneficially
owned by each of the Global Fund Entities.
JPMP Capital Corp., as the General Partner of each of JPMP Master
Fund and JPMP Investors, may be deemed to beneficially own the shares
beneficially owned by JPMP (BHCA) and each of the Global Fund
Entities.
JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase &
Co., a publicly traded company.
The foregoing shall not be an admission that JPMP Master Fund, JPMP
Investors or JPMP Capital Corp. are the beneficial owners of the
shares held by JPMP (BHCA) and/or the Global Fund Entities.
Baker Reporting Persons:
Set forth in the table below is the aggregate number of shares of
Common Stock beneficially owned as of the date hereof by each of the
limited partnerships controlled by the Baker Reporting Persons,
together with the percentage of outstanding shares of Common Stock
that such ownership represents based upon shares of Common Stock
outstanding as of March 9, 2005, in each case taking into account the
shares of Common Stock that can be acquired upon conversion of Series
A Convertible Preferred Stock and exercise of the Warrants to
purchase shares of Common Stock:
Number of Percent of Class
Name Shares Outstanding
---------------------------- --------- ----------------
Baker/Tisch Investments, L.P. 463,913 1.1%
Baker Bros. Investments, L.P. 330,820 0.8%
Baker Bros. Investments II, L.P. 338,909 0.8%
Baker Biotech Fund I, L.P. 3,350,091 7.4%
Baker Biotech Fund II, L.P. 3,074,235 6.8%
Baker Biotech Fund II (Z), L.P. 424,148 1.0%
Baker Biotech Fund III, L.P. 151,797 0.4%
Baker Biotech Fund III (Z), L.P. 29,134 0.1%
14159, L.P. 12,637 .03%
Total 8,175,684 16.5%
Page 17 of 28
By virtue of their ownership of entities that have the power to
control the investment decisions of the limited partnerships listed
in the table above (collectively, the "Baker Entities"), Julian C.
Baker and Felix J. Baker may each be deemed to be beneficial owners
of securities owned by the Baker Entities and may be deemed to have
shared power to vote or direct the vote and to dispose or direct the
disposition of such securities, although such entities have the sole
right to receive and power to direct the receipt of dividends from,
and the proceeds from the sale of, securities owned by them.
Additionally, Felix J. Baker is a director of the Issuer.
Delphi Reporting Persons
Delphi Ventures beneficially owns 2,227,725 shares of the Issuer's
Common Stock, which represents 5.0% of the Issuer's Common Stock.
Delphi BioInvestments beneficially owns 22,275 shares of the Issuer's
Common Stock, which represents 0.0001% of the Issuer's Common Stock.
As the general partner of Delphi Ventures and Delphi BioInvestments,
Delphi Management may be deemed to beneficially own the shares
beneficially owned by each of Delphi Ventures and Delphi
BioInvestments.
The foregoing shall not be an admission that Delphi Management is the
beneficial owner of the shares held by Delphi Ventures and/or Delphi
BioInvestments.
The Reporting Persons are party to a voting agreement contained in
the Investors Rights Agreement referred to in Item 6 below. The JPMP
Reporting Persons, the Baker Reporting Persons, and the Delphi
Reporting Persons together may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act, with respect to 17,738,184
shares of Common Stock, representing 30.1% of the outstanding voting
power of the Issuer.
Each of the Reporting Persons, however, disclaims beneficial
ownership of any of the securities owned by any other Reporting
Person and disclaims that it is a member of a "group" with any other
persons either for purposes of Section 13(d)(3) of the Act or Rule
13d-5 thereunder or this Statement or for any other purpose related
to its beneficial ownership of the Issuer's securities. The filing of
this Statement shall not be construed as an admission that the
Reporting Person is the beneficial owner of such shares or that the
Reporting Person and any of such other stockholders' constitute for
purposes of Section 13(d) of the Act, a "group." Each Reporting
Person is not responsible for the accuracy of any information filed
in this Statement relating to any Reporting Person other than itself
and its related persons or entities.
There have been no transactions involving the Issuer's Common Stock
during the past sixty days which are required to be reported in this
Statement.
Page 18 of 28
No person other than the JPMP Reporting Persons, the Baker Reporting
Persons and the Delphi Reporting Persons has the right to receive or
the power to direct the receipt of dividends from or the proceeds
from the sale of the Issuer's Common Stock owned beneficially by the
JPMP Reporting Persons, the Baker Reporting Persons and the Delphi
Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
On May 12, 2003 the Company entered into the Securities Purchase
Agreement (as amended by Amendment No. 1 dated as of May 14, 2003
and Amendment No. 2 dated as of June 2, 2003) (the "SPA"), with JPMP
(BHCA), the Global Fund Entities, the Baker Entities, Delphi
Ventures, Delphi BioInvestments, entities affiliated with BA Venture
Partners and T. Rowe Price Health Sciences Fund, Inc. (collectively,
the "Series A Investors"). Both the SPA and all exhibits thereto are
attached as Exhibit A hereto and are incorporated herein in their
entirety by reference.
Pursuant to the SPA, the Issuer issued in a private placement (a)
1,640,000 shares of the Company's Series A Convertible Preferred
Stock (the "Preferred Stock") to the Series A Investors, as well as
the reservation for issuance of 16,400,000 shares of the Company's
Common Stock upon conversion of the Preferred Stock, and (b)
warrants (the "Warrants") to purchase 2,050,000 shares of the
Company's Common Stock and the reservation for issuance of 2,050,000
shares of the Company's Common Stock upon the exercise of such
Warrants (together, the "Preferred Stock Financing"). The Preferred
Stock has the rights, preferences and privileges set forth in the
Certificate of Designations of Series A Convertible Preferred Stock
as filed with the Secretary of State of the State of Delaware. The
purchase price for the Preferred Stock was $25.00 per share. Each
share of Preferred Stock is initially convertible into 10 shares of
Common Stock at a fixed conversion price of $2.50 per share (subject
to adjustment upon the occurrence of certain events including stock
subdivisions, combinations, splits, stock dividends, capital
reorganizations, or capital reclassifications of the Common Stock),
at such holder's option at any time after the first anniversary of
the closing of the Investors Rights Agreement among the Company, the
Reporting Persons and the other investors named therein, dated as of
July 8, 2003, a copy of which is attached hereto as Exhibit B and is
incorporated herein in its entirety by reference (the "Investors
Rights Agreement").
The Warrants are immediately exercisable at a fixed purchase price
of $6.25 per share of Common Stock and expire on December 31, 2011.
Pursuant to the Certificate of Designations and the Investors Rights
Agreement, the Series A Investors, voting together as a separate
class, have the right to designate two members of the Company's
Board of Directors so long as at least 37.5% of the shares of
Preferred Stock issued at the closing of the Preferred Stock
Financing remain outstanding. If between 18.75% and 37.5% of the
shares of Preferred Stock issued at the closing of the Preferred
Stock Financing are outstanding, the Series A Investors, voting
together as a separate class, have the right to designate one member
of the Company's Board of Directors. If less than 18.75% of the
shares of Preferred Stock issued at the closing of the Preferred
Stock Financing are outstanding, the rights of the Series A
Investors to vote separately for the election of directors shall
terminate.
Page 19 of 28
Pursuant to the terms of the Investors Rights Agreement, one
director will be designated by the JPMP Reporting Persons and one
director will be designated by the Baker Entities. The right of the
JPMP Reporting Persons and the Baker Entities, as applicable, to
designate a director terminates if the JPMP Reporting Persons or the
Baker Entities, as applicable, hold less than 50% of the Preferred
Stock (or Common Stock issued upon conversion thereof) purchased by
it at the closing of the Preferred Stock Financing. Pursuant to
these rights, the JPMP Reporting Persons designated Srinivas
Akkaraju, M.D., Ph.D. as its representative on the Company's Board
of Directors and the Baker Entities designated Felix Baker, Ph.D. as
its representative on the Company's Board of Directors upon the
closing of the Preferred Stock Financing. The Series A Investors do
not have the right to vote on members of the Company's Board of
Directors other than the nominees they designate.
Each of JPMP (BHCA) and the Global Fund Entities is a party to the
Regulatory Sideletter, dated as of July 8, 2003, by and among the
Company, JPMP (BHCA) and each of the Global Fund Entities, a copy of
which is attached as Exhibit C hereto and is incorporated herein in
its entirety by reference.
In August 2004, the Baker Entities acquired 230,166 shares of Common
Stock, in the aggregate, pursuant to open market purchases (the
"August Open Market Purchases") on dates, in amounts and for a
purchase price set forth below:
Baker Entity Purchased Shares of Date of Purchase Purchase Price per Share
Common Stock
---------------------------- -------------------------- -------------------------- --------------------------
Baker Bros. Investment, 116 8/2/04 $5.89
L.P. 933 8/2/04 $5.9796
1,356 8/3/04 $5.7122
1,643 8/4/04 $5.5788
1,745 8/5/04 $5.5412
441 8/6/04 $5.5
1,145 8/10/04 $5.3179
94 8/11/04 $5.49
451 8/11/04 $5.4191
2,821 8/12/04 $5.5783
Baker Bros. Investments 106 8/2/04 $5.89
II, L.P. 855 8/2/04 $5.9796
1,242 8/3/04 $5.7122
1,505 8/4/04 $5.5788
1,619 8/5/04 $5.5412
408 8/6/04 $5.5
1,061 8/10/04 $5.3179
86 8/11/04 $5.49
418 8/11/04 $5.4191
2,613 8/12/04 $5.5783
Page 20 of 28
Baker Biotech Fund I, L.P. 1,109 8/2/04 $5.89
8,910 8/2/04 $5.9796
12,952 8/3/04 $5.7122
15,692 8/4/04 $5.5788
16,558 8/5/04 $5.5412
4,176 8/6/04 $5.5
10,858 8/10/04 $5.3179
885 8/11/04 $5.49
4,242 8/11/04 $5.4191
26,535 8/12/04 $5.5783
---------------------------- -------------------------- -------------------------- --------------------------
Baker Biotech Fund II, L.P. 1,023 8/2/04 $5.89
8,225 8/2/04 $5.9796
11,955 8/3/04 $5.7122
14,485 8/4/04 $5.5788
15,284 8/5/04 $5.5412
3,855 8/6/04 $5.5
10,022 8/10/04 $5.3179
816 8/11/04 $5.49
3,912 8/11/04 $5.4191
24,472 8/12/04 $5.5783
---------------------------- -------------------------- -------------------------- --------------------------
Baker Biotech Fund II (z), 146 8/2/04 $5.89
L.P. 1,177 8/2/04 $5.9796
1,710 8/3/04 $5.7122
2,072 8/4/04 $5.5788
2,196 8/5/04 $5.5412
554 8/6/04 $5.5
1,440 8/10/04 $5.3179
119 8/11/04 $5.49
569 8/11/04 $5.4191
3,559 8/12/04 $5.5783
---------------------------- -------------------------- -------------------------- --------------------------
In March 2005, the Baker Entities acquired 633,013 shares of Common
Stock, in the aggregate, pursuant to open market purchases (the
"March Open Market Purchases" and together with the August Open
Market Purchases, the "Open Market Purchases") on dates, in amounts
and for a purchase price set forth in the table below:
Page 21 of 28
Baker Entity Purchased Shares of Date of Purchase Purchase Price per Share
Common Stock
---------------------------- -------------------------- -------------------------- --------------------------
Baker/Tisch Investments, 547 3/22/05 $4.879
L.P. 7,749 3/22/05 $5.03669
5 3/23/05 $4.99
7,442 3/23/05 $4.9595
85 3/28/05 $4.9
261 3/29/05 $4.8138
622 3/29/05 $4.8992
1,134 3/30/05 $4.9625
Baker Bros. Investments, 576 3/22/05 $4.879
L.P. 8,167 3/22/05 $5.03669
6 3/23/05 $4.99
7,843 3/23/05 $4.9595
89 3/28/05 $4.9
274 3/29/05 $4.8138
654 3/29/05 $4.8992
1,191 3/30/05 $4.9625
Baker Bros. Investment II, 559 3/22/05 $4.879
L.P. 7,914 3/22/05 $5.03669
5 3/23/05 $4.99
7,600 3/23/05 $4.9595
86 3/28/05 $4.9
265 3/29/05 $4.8138
633 3/29/05 $4.8992
1,153 3/30/05 $4.9625
Baker Biotech Fund I, L.P. 5,828 3/22/05 $4.879
82,580 3/22/05 $5.03669
57 3/23/05 $4.99
79,308 3/23/05 $4.9595
901 3/28/05 $4.9
2,767 3/29/05 $4.8138
6,605 3/29/05 $4.8992
12,040 3/30/05 $4.9625
Baker Biotech Fund II, L.P. 5,234 3/22/05 $4.879
74,167 3/22/05 $5.03669
51 3/23/05 $4.99
71,227 3/23/05 $4.9595
809 3/28/05 $4.9
2,486 3/29/05 $4.8138
5,934 3/29/05 $4.8992
10,816 3/30/05 $4.9625
Baker Biotech Fund II (Z), 729 3/22/05 $4.879
L.P. 10,329 3/22/05 $5.03669
7 3/23/05 $4.99
9,919 3/23/05 $4.9595
113 3/28/05 $4.9
346 3/29/05 $4.8138
826 3/29/05 $4.8992
1,506 3/30/05 $4.9625
Baker Biotech Fund III, 4,654 3/22/05 $4.879
L.P. 65,945 3/22/05 $5.03669
46 3/23/05 $4.99
63,330 3/23/05 $4.9595
719 3/28/05 $4.9
2,210 3/29/05 $4.8138
5,276 3/29/05 $4.8992
9,617 3/30/05 $4.9625
Baker Biotech Fund III 893 3/22/05 $4.879
(Z), L.P. 12,659 3/22/05 $5.03669
9 3/23/05 $4.99
12,157 3/23/05 $4.9595
138 3/28/05 $4.9
424 3/29/05 $4.8138
1,011 3/29/05 $4.8992
1,843 3/30/05 $4.9625
14159, L.P. 387 3/22/05 $4.879
5,490 3/22/05 $5.03669
4 3/23/05 $4.99
5,274 3/23/05 $4.9595
60 3/28/05 $4.9
183 3/29/05 $4.8138
439 3/29/05 $4.8992
800 3/30/05 $4.9625
Page 22 of 28
Item 7. Material to be Filed as Exhibits.
SCHEDULE A
Item 2 information for executive officers and directors of JPMP
Capital Corp.12
SCHEDULE B
Item 2 information for executive officers and directors of JPMorgan
Chase.*
SCHEDULE C
Item 2 information for managing members of Delphi Management.*
EXHIBIT A
Securities Purchase Agreement dated as of May 12, 2003, by and among
the Issuer and the Series A Investors incorporated by reference to
Exhibit 10.1 of the Form 8-K filed with the Commission on May 15,
2003.*
EXHIBIT B
Investors Rights Agreement dated as of July 8, 2003, by and among
the Company and the Investors named therein incorporated by
reference to Exhibit 4.2 of the Form 8-K filed with the Commission
on May 15, 2003.*
EXHIBIT C
Regulatory Sideletter dated as of July 8, 2003, by and among the
Company, JPMP (BHCA) and each of the Global Fund Entities.13
---------------
* Filed previously
Page 23 of 28
EXHIBIT D
Joint Filing Agreement dated as of May 17, 2004 among the JPMP
Entities, the Bakers and the Delphi Entities.*
---------------
* Filed previously
Page 24 of 28
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
Dated: April 8, 2005
J.P. MORGAN PARTNERS (BHCA), L.P.
By: JPMP Master Fund Manager, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
----------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
----------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS (CAYMAN), L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
----------------------
Name: Jeffrey C. Walker
Title: President
Page 25 of 28
J.P. MORGAN PARTNERS GLOBAL
INVESTORS A, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
----------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS (SELLDOWN), L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
----------------------
Name: Jeffrey C. Walker
Title: President
Page 26 of 28
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
Dated: April 8, 2005
JULIAN C. BAKER
By: /s/ Julian C. Baker
--------------------
Julian C. Baker
FELIX J. BAKER
By: /s/ Felix J. Baker
--------------------
Felix J. Baker
Page 27 of 28
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
Dated: April 8, 2005
DELPHI VENTURES VI, L.P.
By: Delphi Management Partners VI,
L.L.C., its general partner
By: /s/ John F. Maroney
--------------------------
John F. Maroney
Managing Member
DELPHI BIOINVESTMENTS VI, L.P.
By: Delphi Management Partners VI,
L.L.C., its general partner
By: /s/ John F. Maroney
--------------------------
John F. Maroney
Managing Member
DELPHI MANAGEMENT PARTNERS
VI, L.L.C.
By: /s/ John F. Maroney
--------------------------
John F. Maroney
Managing Member
Page 28 of 28