SEC 1745 |
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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: |
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Washington, D.C. 20549 |
Expires: December 31, 2005 |
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SCHEDULE 13G |
Estimated average burden hours per response. . 11 |
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d2(b)
Under the Securities Exchange Act of 1934
(Amendment No. 3) (1)(2)
Versicor Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
925314 10 6
(CUSIP Number)
February 28, 2003
(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) |
(1) Amendment No. 2 was filed on that certain Schedule 13D filed by the reporting persons and others on August 9, 2002
(2) 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 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).
CUSIP No. 925314 10 6 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[ ] |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[ ] |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[ ] |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[ ] |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[ ] |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
[ ] |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuer's Principal Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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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: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: |
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Dr. Mirabelli: |
1,224 shares |
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Mr. Werner: |
6,462 shares |
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Mr. Crouse: |
13,583 shares |
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Mr. Littlechild: |
12,448 shares |
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Mr. Lawlor: |
614 shares |
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(b) |
Percent of class: |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the
vote |
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(ii) |
Shared power to vote or to direct the
vote |
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(iii) |
Sole power to dispose or to direct the
disposition of |
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(iv) |
Shared power to dispose or to direct the
disposition of |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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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 [X]. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not Applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not Applicable. |
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Item 9. |
Notice of Dissolution of Group |
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On August 9,
2002 the filing persons filed a Schedule 13D dated July 30, 2002 to report,
among other things, that HCV V was party to that certain Versicor Stockholder
Voting Agreement dated as of July 30, 2002 (the Voting Agreement). Among other things, the Voting Agreement
obligated HCV V to vote its shares in favor of the merger of Biosearch Italia
S.p.A. with and into Versicor Inc. (the Merger). (i) any
group of which the filing persons were members by virtue of the Voting Agreement
has been dissolved; and (ii) in light of the additional shares of Versicor common stock issued in the Merger, the beneficial ownership of each of the filing persons has fallen below 5%
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Item 10. |
Certification |
(b) |
Because this
statement is filed pursuant to Rule 13d-1(c), the following certification is
included: |
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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.
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HealthCare Ventures V, L.P. |
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By: |
HealthCare Partners V, L.P. |
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Its: |
General Partner |
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Date: |
March 10, 2003 |
By: |
/s/ Jeffrey Steinberg |
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Jeffrey Steinberg |
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Its: |
Administrative Partner |
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HealthCare Partners V, L.P. |
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Date: |
March 10, 2003 |
By: |
/s/ Jeffrey Steinberg |
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Jeffrey Steinberg |
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Its: |
Administrative Partner |
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Harold R. Werner |
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Date: |
March 10, 2003 |
By: |
/s/ Jeffrey Steinberg |
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Jeffrey Steinberg, Attorney-in-Fact |
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William Crouse |
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Date: |
March 10, 2003 |
By: |
/s/ Jeffrey Steinberg |
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Jeffrey Steinberg, Attorney-in-Fact |
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John W. Littlechild |
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Date: |
March 10, 2003 |
By: |
/s/ Jeffrey Steinberg |
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Jeffrey Steinberg, Attorney-in-Fact |
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Christopher Mirabelli, Ph.D. |
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Date: |
March 10, 2003 |
By: |
/s/ Jeffrey Steinberg |
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Jeffrey Steinberg, Attorney-in-Fact |
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Augustine Lawlor |
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Date: |
March 10, 2003 |
By: |
/s/ Jeffrey Steinberg |
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Jeffrey Steinberg, Attorney-in-Fact |
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Joint Filing Agreements between the filing parties were filed (1) as Exhibit A to Amendment No. 1 to this Schedule 13G, filed February 11, 2002 and (2) as Exhibit 5 to Schedule 13D filed August 9, 2002 each of which is incorporated herein by this reference.
The powers of attorney pursuant to which Mr. Steinberg signed this filing on behalf of the filing persons were filed as Exhibit 6 to Schedule 13D filed August 9, 2002 and are incorporated herein by this reference.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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