UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Versicor Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
Claudio Quarta, Ph.D. Chief Executive Officer Biosearch Italia S.p.A. Via Abbondio Sangiorgio 18 Milano 20145 Italy +39 (0)2 964 74 350 |
with a copy to: Kenton J. King, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 535 University Avenue, 11th Floor Palo Alto, California 94301 (650) 470-4500 |
|
Jeffrey Steinberg HealthCare Ventures V, L.P. 44 Nassau Street Princeton, New Jersey 08542 (609) 430-3913 |
with a copy to: Alison Newman, Esq. Kronish Lieb Weiner & Hellman LLP 1114 Avenue of the Americas New York New York 10036 (212) 479-6000 |
|
George F. Horner III President and Chief Executive Officer Versicor Inc. 34790 Ardentech Court Fremont, California 94555 (510) 739-3000 |
with a copy to: Peter T. Healy, Esq. O'Melveny & Myers LLP 275 Battery Street, 26th Floor San Francisco, California 94111 (415) 984-8833 |
|
(Name, Address and Telephone number of Person Authorized to Receive Notices and Communications) |
925314106 (CUSIP Number) |
July 30, 2002 (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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ý (Only with respect to the following Reporting Persons: HealthCare Ventures V, L.P.; HealthCare Partners V, L.P., James H. Cavanaugh, Ph.D.; Harold R. Werner; William Crouse; John W. Littlechild; Christopher Mirabelli, Ph.D.; and Augustine Lawlor).
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties 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).
(Continued on following page(s))
Page 1 of 21 Pages
CUSIP No. 925314106 | 13D | Page 2 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Biosearch Italia S.p.A. ("Biosearch") | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): OO | |||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION: Italy | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: None | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,616,369 shares of Common Stock(1) | |||||
9. | SOLE DISPOSITIVE POWER: None | |||||
10. | SHARED DISPOSITIVE POWER: 1,616,369 shares of Common Stock(2) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,616,369 shares of Common Stock(1) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.1%(3) | |||||
14. | TYPE OF REPORTING PERSON: CO | |||||
Item 6 below). Drs. Quarta and Parenti each expressly disclaim beneficial ownership of the shares of Common Stock described in this Footnote 2.
CUSIP No. 925314106 | 13D | Page 3 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Claudio Quarta, Ph.D. | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): OO | |||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION: Italy | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: None | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,626,548 shares of Common Stock(4)(5) | |||||
9. | SOLE DISPOSITIVE POWER: None | |||||
10. | SHARED DISPOSITIVE POWER: 1,616,369 shares of Common Stock(6) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,626,548 shares of Common Stock(4)(5) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.2%(7) | |||||
14. | TYPE OF REPORTING PERSON: IN | |||||
CUSIP No. 925314106 | 13D | Page 4 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Francesco Parenti, Ph.D. | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): OO | |||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION: Italy | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: None | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,626,548 shares of Common Stock(8)(9) | |||||
9. | SOLE DISPOSITIVE POWER: None | |||||
10. | SHARED DISPOSITIVE POWER: 1,616,369 shares of Common Stock(10) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,626,548 shares of Common Stock(8)(9) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.2%(11) | |||||
14. | TYPE OF REPORTING PERSON: IN | |||||
CUSIP No. 925314106 | 13D | Page 5 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) George F. Horner III | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): PF | |||||
5. | CHECK 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: 605,180 shares of Common Stock(12) | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,626,548 shares of Common Stock(13)(14) | |||||
9. | SOLE DISPOSITIVE POWER: 605,180 shares of Common Stock(12) | |||||
10. | SHARED DISPOSITIVE POWER: 17,500 shares of Common Stock(15) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,231,728 shares of Common Stock(12), (13), (14) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 8.3%(16) | |||||
14. | TYPE OF REPORTING PERSON: IN | |||||
CUSIP No. 925314106 | 13D | Page 6 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Ventures V, L.P. ("HCV") | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): WC | |||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: None | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,762,237 shares of Common Stock(17)(18) | |||||
9. | SOLE DISPOSITIVE POWER: None | |||||
10. | SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(17)(19) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,762,237 shares of Common Stock(17)(18) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(20) | |||||
14. | TYPE OF REPORTING PERSON: PN | |||||
CUSIP No. 925314106 | 13D | Page 7 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Partners V, L.P. ("HCP") | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | |||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: None | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,762,237 shares of Common Stock(21) | |||||
9. | SOLE DISPOSITIVE POWER: None | |||||
10. | SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(22) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,762,237 shares of Common Stock(21) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(23) | |||||
14. | TYPE OF REPORTING PERSON: PN | |||||
CUSIP No. 925314106 | 13D | Page 8 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James H. Cavanaugh, Ph.D. | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | |||||
5. | CHECK 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: 6,667 shares of Common Stock(24) | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,772,416 shares of Common Stock(25) | |||||
9. | SOLE DISPOSITIVE POWER: 16,846 shares of Common Stock(24)(26) | |||||
10. | SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(27) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,779,083 shares of Common Stock(24)(25) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(28) | |||||
14. | TYPE OF REPORTING PERSON: IN | |||||
CUSIP No. 925314106 | 13D | Page 9 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harold R. Werner | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | |||||
5. | CHECK 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: 6,462 shares of Common Stock(29) | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,762,237 shares of Common Stock(30) | |||||
9. | SOLE DISPOSITIVE POWER: 6,462 shares of Common Stock(29) | |||||
10. | SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(31) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,768,699 shares of Common Stock(29)(30) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(32) | |||||
14. | TYPE OF REPORTING PERSON: IN | |||||
CUSIP No. 925314106 | 13D | Page 10 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Crouse | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | |||||
5. | CHECK 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: 13,583 shares of Common Stock(33) | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,762,237 shares of Common Stock(34) | |||||
9. | SOLE DISPOSITIVE POWER: 13,583 shares of Common Stock(33) | |||||
10. | SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(35) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,775,820 shares of Common Stock(33)(34) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(36) | |||||
14. | TYPE OF REPORTING PERSON: IN | |||||
CUSIP No. 925314106 | 13D | Page 11 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John W. Littlechild | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | |||||
5. | CHECK 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: 12,448 shares of Common Stock(37) | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,762,237 shares of Common Stock(38) | |||||
9. | SOLE DISPOSITIVE POWER: 12,448 shares of Common Stock(37) | |||||
10. | SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(39) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,774,685 shares of Common Stock(37)(38) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(40) | |||||
14. | TYPE OF REPORTING PERSON: IN | |||||
CUSIP No. 925314106 | 13D | Page 12 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Christopher Mirabelli, Ph.D. | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | |||||
5. | CHECK 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: 1,224 shares of Common Stock(41) | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,762,237 shares of Common Stock(42) | |||||
9. | SOLE DISPOSITIVE POWER: 1,224 shares of Common Stock(41) | |||||
10. | SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(43) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,763,461 shares of Common Stock(41)(42) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(44) | |||||
14. | TYPE OF REPORTING PERSON: IN | |||||
CUSIP No. 925314106 | 13D | Page 13 of 21 pages |
1. | NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Augustine Lawlor | |||||
2. | CHECK THE APPROPRIATE BOX IF A | (a) | o | |||
MEMBER OF A GROUP | (b) | ý | ||||
3. | SEC USE ONLY | |||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | |||||
5. | CHECK 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7. | SOLE VOTING POWER: 614 shares of Common Stock(45) | ||||
WITH | ||||||
8. | SHARED VOTING POWER: 1,762,237 shares of Common Stock(46) | |||||
9. | SOLE DISPOSITIVE POWER: 614 shares of Common Stock(45) | |||||
10. | SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(47) | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,762,851 shares of Common Stock(45)(46) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(48) | |||||
14. | TYPE OF REPORTING PERSON: IN | |||||
Page 14 of 21 Pages
Item 1.
Versicor Inc. ("Versicor")
34790 Ardentech Crescent, Fremont, CA 94555
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2.
(a), (b), (c) and (f) Name, Address, Occupation or Business and Citizenship or Jurisdiction of Incorporation
This Schedule 13D is filed on behalf of entities and natural persons identified in the tables preceding Item 1 of this Schedule 13D (the "Reporting Persons"). Set forth below is information regarding the Reporting Persons and other persons described in Instruction C of Schedule 13D:
Entities
Biosearch
Italia S.p.A, an Italian joint stock company ("Biosearch")
Via Abbondio Sangiorgio 18
Milano 20145
Italy
In accordance with Instruction C of Schedule 13D, information regarding executive officers, directors and other "control persons" of Biosearch is set forth on Schedule A attached hereto and incorporated herein by reference.
HealthCare
Ventures V, L.P., a Delaware limited partnership ("HCV")
HealthCare Partners V, L.P., a Delaware limited partnership ("HCP")(49)
44 Nassau Street, Princeton, New Jersey 08542
Natural Persons
Each of the individuals listed below is a United States citizen, except for Drs. Parenti and Quarta, who are Italian citizens:
George
F. Horner III
President and Chief Executive Officer of Versicor Inc.
c/o Versicor
34790 Ardentech Crescent
Fremont, CA 94555
Page 15 of 21 Pages
Claudio
Quarta, Ph.D.
Chief Executive Officer and Managing Director of Biosearch
c/o Biosearch
Via Abbondio Sangiorgio 18
Milano 20145
Italy
Francesco
Parenti, Ph.D.
President and Chairman of Biosearch
c/o Biosearch
Via Abbondio Sangiorgio 18
Milano 20145
Italy
James
H. Cavanaugh, Ph.D.(50)
Harold R. Werner
William Crouse
c/o 44 Nassau Street
Princeton, New Jersey 08542
John
W. Littlechild
Christopher Mirabelli, Ph.D.
Augustine Lawlor
c/o One Kendall Square, Building 300
Cambridge, Massachusetts 02339
(d) and (e) Criminal and Civil Proceedings:
During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any other person named in this Item 2, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it 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 law or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration Used.
No monetary consideration was paid by any of the Reporting Persons in connection with the transactions described in Item 4, below.
Information regarding previous acquisitions of Versicor securities by Reporting Persons is set forth below:
In February 1998, Biosearch entered into a license agreement with Versicor. Under the license agreement, Biosearch granted Versicor an exclusive license to develop and commercialize V-Glycopeptide, then called BI-397, in the United States and Canada. In exchange for the license and upon the receipt of favorable results in pre-clinical studies, Versicor paid a fee to Biosearch and issued 200,000 shares of its common stock to Biosearch, which shares converted to 250,000 shares of Common Stock at the time of Versicor's initial public offering in connection with its 5 for 4 stock split ("Stock Split"). For more information about the License Agreement, please see the copy of the License Agreement which is attached to Versicor's Form S-1/A filed with the SEC on June 9, 2000 as Exhibit 10.7.
Page 16 of 21 Pages
In December 1997, HCV paid Versicor an aggregate of $7,000,000 to purchase 1,400,000 shares of Versicor Series C preferred stock, which shares converted to 1,750,000 shares of Common Stock in connection with the Stock Split. Additionally, HCV received a warrant to purchase 58,500 shares of Versicor Series C Preferred Stock, or 73,125 shares of Common Stock after the Stock Split. In June 1999, HCV paid $1,608,382 to Versicor in exchange for (i) a bridge note in the principal amount of $1,608,382, and (ii) a warrant to purchase 58,194 shares of Common Stock (or 72,743 shares of Common Stock after the Stock Split). In October 1999, the outstanding balance (plus accrued interest on the bridge note in the aggregate amount of $53,579) was converted, together with an additional cash payment by HCV to Versicor of $1,608,382, into 554,295 shares of Versicor Series F preferred stock, which shares converted to 692,869 shares of Common Stock in connection with the Stock Split. HCV used working capital to purchase the above referenced Versicor securities.
HealthCare Partners V, L.P. has not directly purchased any securities of Versicor, but is the general partner of HCV.
Mr. Horner used personal funds to purchase the shares of Common Stock he currently holds.
Drs. Cavanaugh and Mirabelli and Messrs. Crouse, Werner, Lawlor and Littlechild each received the shares of Common Stock held of record by such individuals in connection with HCV's pro rata distribution of an aggregate of 1,000,000 shares of Common Stock to its partners.
Drs. Quarta and Parenti have not directly purchased any equity securities of Versicor.
Item 4.
Voting Agreements
On July 30, 2002, Biosearch entered into two separate Voting Agreements (collectively, the "Voting Agreements" and each a "Voting Agreement"): one Voting Agreement with HCV and another with Mr. Horner. The primary purposes of the Voting Agreements are (a) to induce Biosearch to enter that certain agreement and plan of merger (the "Merger Agreement") by and between Biosearch and Versicor dated June 30, 2002, pursuant to which Biosearch will merge with and into Versicor and Versicor will be the surviving corporation (the "Merger"), and (b) to consummate the Merger and the transactions contemplated by the Merger Agreement.
For more details on the Voting Agreements, please see the descriptions set forth in Item 6 below, and the copies of the Voting Agreements, which are attached hereto as Exhibits 1 and 2 and incorporated by reference herein. Additionally, for more details on the Merger Agreement, please see the description set forth in Item 6 below, and the copy of the Merger Agreement which is attached to Versicor's Form 8-K filed with the SEC on July 31, 2002 as Exhibit 2.1 and is incorporated by reference herein.
By virtue of the Voting Agreements, it could be alleged that a "group" has been formed within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). While none of the Reporting Persons concedes that such a "group" has been formed, this filing is being made as if such a "group" exists to ensure compliance with the Exchange Act.
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Stockholders Agreement
On July 30, 2002, Mr. Horner and Drs. Cavanaugh, Quarta and Parenti entered into that certain Stockholders Agreement (the "Stockholders Agreement"). The primary purposes of the Stockholders Agreement are (i) to ensure the continuity and stability of policy and management of Versicor and (ii) to permit consummation of the transactions contemplated by the Merger Agreement.
For more details on the Stockholders Agreement, please see the description set forth in Item 6 below, and the copy of the Stockholders Agreement, which is attached hereto as Exhibit 3 and incorporated by reference herein. Additionally, for more details on the Merger Agreement, please see the description set forth in Item 6 below, and the copy of the Merger Agreement which is attached to Versicor's Form 8-K filed with the SEC on July 31, 2002 as Exhibit 2.1 and is incorporated by reference herein.
By virtue of the Stockholders Agreement, it could be alleged that a "group" has been formed within the meaning of Rule 13d-5(b)(1) of the Exchange Act. While none of the Reporting Persons party to the Stockholders Agreement concedes that such a "group" has been formed, this filing is being made as if such a "group" exists to ensure compliance with the Exchange Act.
Item 5. Interest in Securities of the Issuer.
The following information with respect to the ownership of the Common Stock by the Reporting Persons is provided as of the date of this Schedule 13D.
Amount beneficially owned:
See Row 11 of cover page for each Reporting Person and related footnotes.
Percent of class:
See Row 13 of cover page for each Reporting Person and related footnotes.
Number of shares as to which the person has:
With regard to those additional entities and individuals set forth on Schedule A hereto, to the Reporting Persons' knowledge, none of such parties directly or indirectly beneficially own securities of Versicor.
Except for the Merger Agreement, the Voting Agreement, the Stockholders Agreement and the transactions contemplated by those agreements, the Reporting Persons have not effected any transaction relating to Versicor securities during the past 60 days, and, to their knowledge, no other person named in Item 2 has effected any other transactions relating to Versicor securities during the past 60 days.
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No person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons on the date of this statement.
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.
Voting Agreements
On July 30, 2002, Biosearch entered into the respective Voting Agreements with HCV and Mr. Horner. The provisions of the Voting Agreements are substantially similar except for the parties and the number of shares subject to such agreements.(51) The Voting Agreements provide that HCV and Mr. Horner, as applicable, shall not (unless otherwise agreed to by Biosearch), among other things, transfer any of such party's shares of Common Stock that are subject to the Voting Agreements or deposit such shares or any interest therein into a voting trust or enter into a voting agreement or other arrangement with respect to such shares. The foregoing restrictions are effective through and including the date of the earlier of (i) the approval of the Merger by Versicor's stockholders or (ii) the termination of the Merger Agreement in accordance with Article VII thereof.
The Voting Agreements also provide, among other things, that HCV and Mr. Horner, as applicable, shall, at each Versicor stockholder meeting (or adjournment or postponement) called with respect to any of the matters set forth below and on every action or approval by written consent of Versicor stockholders with respect to any of the following, (and in any other circumstances upon which a vote, consent or other approval with respect to any of the following is sought, solely in its capacity as a Versicor stockholder), take each and every action and accomplish each and every formality as is necessary to participate in the meetings (if applicable) and vote (or cause to be voted) all of the party's shares subject to the Voting Agreements and each interest therein:
(a) in favor of the Merger, the Merger Agreement and the transactions contemplated thereby and, upon the request of Biosearch, any actions required in furtherance thereof and hereof, including, without limitation, any proposal to permit Versicor to adjourn such meeting;
(b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement), to the extent that such actions require such stockholder's approval or in relation to which such approval is sought: (i) any Alternative Transaction (as defined in the Merger Agreement); (ii) a reorganization, recapitalization, dissolution or liquidation of Versicor; and (iii) (A) any change in the present capitalization of Versicor or any amendment of the Certificate of Incorporation or similar governing document of Versicor, (B) any other change in the corporate structure or business of Versicor; or (C) any other action which, in the case of each of the matters referred to in clauses (A) and (B) above, is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement or this Agreement; and
Page 19 of 21 Pages
(c) in favor of each other matter relating to the consummation of the transactions contemplated by the Merger Agreement.
The Voting Agreements further require that HCV and Mr. Horner, as applicable, at the time they enter into the applicable Voting Agreement, deliver to Biosearch an irrevocable proxy with respect to their shares subject to the Voting Agreement, allowing Biosearch's Chief Executive Officer and/or President, or their successors, to vote in favor of or against, as applicable, the matters set forth in (a) through (c) above. Each of HCV and Mr. Horner has delivered such a proxy to Biosearch.
Except as provided above, the Voting Agreements terminate on the earlier of (i) the termination of the Merger Agreement in accordance with Article VII thereof, and (ii) the consummation of the Merger.
The foregoing description of the Voting Agreements is qualified in its entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 1 and 2 and incorporated by reference herein.
Stockholders Agreement
On July 30, 2002, Mr. Horner and Drs. Cavanaugh, Quarta and Parenti entered into the Stockholders Agreement, which provides that the parties thereto shall take such action as may be required so that all of their shares of Common Stock held by them (the "Subject Shares") are voted at all Versicor stockholders meetings:
(i) for nominees to Versicor's board of directors who have been recommended by the board of directors according to the procedures set forth in Versicor's amended and restated bylaws, which will be in effect at the effective time of the Merger, and
(ii) on all other matters submitted to the holders of Common Shares with respect to any Significant Event (as defined below) in accordance with the recommendations of the board of directors.
As used in the Stockholders Agreement, the term "Significant Event" means any charter or bylaw amendment, acquisition or disposition of assets (by way of merger, consolidation or otherwise), change in capitalization, liquidation or other action out of the ordinary course of business of Versicor. The parties are also required to take such action as may be required so that all Subject Shares owned by the party shall be present in person or by proxy at all duly noticed and convened meetings of Versicor stockholders, so that the Subject Shares owned by such party may be counted for the purpose of determining the presence of a quorum at such meetings.
The Stockholders Agreement also prohibits the parties from depositing any of their Subject Shares in a voting trust or making any other arrangement or agreement with respect to the voting of the Subject Shares. Furthermore, the Stockholders Agreement provides, among other things, that the parties shall not directly or indirectly solicit proxies or become a "participant" in a "solicitation" in opposition to the recommendation of the board of directors with respect to any matter or in any "election contest" relating to the election of directors of Versicor (as such terms are defined in Regulation 14A under the Exchange Act).
The terms of the Stockholders Agreement are effective through and including the date of the earlier of (i) three years from the consummation of the Merger or (ii) the termination of the Merger Agreement in accordance with Article VII thereof.
Page 20 of 21 Pages
The foregoing description of the Stockholders Agreement is qualified in its entirety by reference to the full text of such agreement, which is attached hereto as Exhibit 3 and incorporated by reference herein.
Merger Agreement
The Merger Agreement provides that Biosearch will merge with and into Versicor in a stock-for-stock exchange, with Versicor being the surviving corporation. The Merger Agreement, which has been approved by the boards of directors of both companies, provides that Biosearch shareholders will receive 1.77 shares of newly-issued Versicor common stock in exchange for each Biosearch ordinary share. In connection with the Merger, pursuant to the Merger Agreement, Versicor will seek approvals for shares of Common Stock to trade or be listed, as applicable, on both the Nasdaq National Market, and the Nuovo Mercato, which is organized and managed by Borsa Italiana S.p.A.
Following the Merger, Versicor expects to have a total of 47.8 million shares of Common Stock outstanding, composed of 26.3 million currently outstanding shares of Common Stock and 21.5 million shares of Common Stock to be issued to Biosearch shareholders. The Merger is subject to approval by Versicor and Biosearch shareholders and to regulatory clearance, among other customary conditions.
Pursuant to the Merger Agreement, Versicor has announced that, upon the closing of the Merger:
(i) Versicor's board of directors will be chaired by James H. Cavanaugh, Ph.D. who is one of the four members of Versicor's current board of directors, who will serve with four members from Biosearch's current board of directors;
(ii) George F. Horner III, the current Chief Executive Officer of Versicor, will continue to serve in that capacity;
(iii) Claudio Quarta, Ph.D., the current Chief Executive Officer of Biosearch, will serve as the Chief Operating Officer of Versicor;
(iv) Francesco Parenti, Ph.D., the current President and Chief Science Officer of Biosearch, will serve as the Chief Science Officer of Versicor;
(v) Richard White, Ph.D., currently the Chief Scientific Officer of Versicor, will serve as Chief Scientific Officer of Versicor, North America;
(vi) Timothy J. Henkel, M.D., Ph.D., the current Chief Medical Officer of Versicor, will continue to serve in that role;
(vii) Constantino Ambrosio, current President of Biosearch Manufacturing Srl (a subsidiary of Biosearch), will serve as the Chief of Manufacturing (Managing Director) of Versicor; and
(viii) Dov A. Goldstein, M.D., the current Chief Financial Officer of Versicor, will continue to serve in that capacity.
The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this report as Exhibit 2.1 to Versicor's Form 8-K filed with the SEC on July 31, 2002 and is incorporated herein by reference.
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Item 7. Material to be Filed as Exhibits.
Exhibit 1 | Versicor Stockholder Voting Agreement dated as of July 30, 2002, by and between Biosearch Italia S.p.A and HealthCare Ventures V, L.P. | |
Exhibit 2 |
Versicor Stockholder Voting Agreement dated as of July 30, 2002, by and between Biosearch Italia S.p.A and George F. Horner III. |
|
Exhibit 3 |
Stockholders Agreement dated as of July 30, 2002, by and among George F. Horner III, Dr. James H. Cavanaugh, Dr. Claudio Quarta and Dr. Francesco Parenti. |
|
Exhibit 4 |
Agreement and Plan of Merger dated as of July 30, 2002, by and between Versicor Inc. and Biosearch Italia S.p.A. (previously filed as Exhibit 2.1 to Versicor's Form 8-K filed with the SEC on July 31, 2002 and incorporated by reference herein). |
|
Exhibit 5 |
Joint Filing Agreement entered by and among the Reporting Persons in this Schedule 13D. |
|
Exhibit 6 |
Powers of Attorney of Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor appointing Jeffrey Steinberg as Attorney-in-Fact. |
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.
Biosearch Italia, S.p.A. | ||||
Date: August 8, 2002 |
By: |
/s/ CLAUDIO QUARTA Claudio Quarta, Ph.D. |
||
Its: | Chief Executive Officer | |||
Claudio Quarta, Ph.D. |
||||
Date: August 8, 2002 |
By: |
/s/ CLAUDIO QUARTA Claudio Quarta, Ph.D. |
||
Francesco Parenti, Ph.D. |
||||
Date: August 8, 2002 |
By: |
/s/ FRANCESCO PARENTI Francesco Parenti, Ph.D. |
||
George F. Horner III |
||||
Date: August 8, 2002 |
By: |
/s/ GEORGE F. HORNER III George F. Horner III |
S-1
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.
HealthCare Ventures V, L.P. | ||||
Date: August 8, 2002 |
By: |
HealthCare Partners V, L.P. |
||
Its: | General Partner | |||
By: |
/s/ JEFFREY STEINBERG Jeffrey Steinberg |
|||
Its: | Administrative Partner | |||
HealthCare Partners V, L.P. |
||||
Date: August 8, 2002 |
By: |
/s/ JEFFREY STEINBERG Jeffrey Steinberg |
||
Its: | Administrative Partner | |||
James H. Cavanaugh, Ph.D. |
||||
Date: August 8, 2002 |
By: |
/s/ JEFFREY STEINBERG, ATTORNEY-IN-FACT James H. Cavanaugh, Ph.D. |
||
Harold R. Werner |
||||
Date: August 8, 2002 |
By: |
/s/ JEFFREY STEINBERG, ATTORNEY-IN-FACT Harold R. Werner |
||
William Crouse |
||||
Date: August 8, 2002 |
By: |
/s/ JEFFREY STEINBERG, ATTORNEY-IN-FACT William Crouse |
S-2
John W. Littlechild |
||||
Date: August 8, 2002 |
By: |
/s/ JEFFREY STEINBERG, ATTORNEY-IN-FACT John W. Littlechild |
||
Christopher Mirabelli, Ph.D. |
||||
Date: August 8, 2002 |
By: |
/s/ JEFFREY STEINBERG, ATTORNEY-IN-FACT Christopher Mirabelli, Ph.D. |
||
Augustine Lawlor |
||||
Date: August 8, 2002 |
By: |
/s/ JEFFREY STEINBERG, ATTORNEY-IN-FACT Augustine Lawlor |
S-3
Schedule A
EXECUTIVE OFFICERS AND DIRECTORS OF BIOSEARCH ITALIA S.P.A
Biosearch Italia S.p.A
The directors and executive officers of Biosearch Italia S.p.A., an Italian joint stock company ("Biosearch"), are set forth below. Unless otherwise indicated, each individual's business address is c/o Biosearch, Via Abbondio Sangiorgio 18, Milano 20145, Italy, and each individual is an Italian citizen, unless otherwise provided below:
Name and Business Address |
Present Principal Occupation |
|
---|---|---|
Francesco Parenti, Ph.D.* | Chairman, President and Chief Scientific Officer | |
Claudio Quarta, Ph.D.* |
Chief Executive Officer and Managing Director of Board |
|
Costantino Ambrosio* |
Executive Vice President, Manufacturing |
|
Stefano Donadio* |
Head of Microbial Technologies |
|
Rino De Maria* |
H.R. Responsible |
|
Jean-Francois Labbè*(+) 27, allee des Bocages 78110 Le Vesinet France |
President and Chief Executive Officer of OTL-Pharma |
|
Ubaldo Livolsi* Cassina De Pechhi (Milan) Via Antares 14 Italy |
Main Partner, of Livolsi & Partners |
|
Carlo Musu* |
Chief Executive Officer of Nycomed S.p.A. |
|
Ermenegildo Beghè |
Chief Financial Officer |
|
Giorgio Mosconi, M.D. |
Vice President of Clinical and Business Development |
|
Romeo Ciabatti |
Vice President of Medicinal Chemistry |
|
Enrico Selva |
Head of Bioscreen and Microbial Chemistry |
|
Daniela Jabes |
Head of Medicinal Microbiology |
|
Luigi Colombo |
Head of Analytical Chemistry |
Schedule A-1