UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
--------------------------------------------------------------------------------
Seattle Genetics, Inc.
(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)
December 31, 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 29
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 5,427,325 (includes shares of Series A
WITH Convertible Preferred Stock, warrant to purchase
601,925 shares of common stock and option to
purchase 10,000 shares of common stock)
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,427,325 (includes shares of Series A
Convertible Preferred Stock, warrant to purchase
601,925 shares of common stock and option to
purchase 10,000 shares of common stock)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,427,325 (includes shares of Series A Convertible Preferred Stock,
warrant to purchase 601,925 shares of common stock and option to
purchase 10,000 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)
10.9 %
--------------------------------------------------------------------------------
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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
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, 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)
1.8%
--------------------------------------------------------------------------------
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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
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 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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
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)
0.9%
--------------------------------------------------------------------------------
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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
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)
0.7 %
--------------------------------------------------------------------------------
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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
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
--------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
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 OWNED BY EACH
REPORTING PERSON -0-
WITH
-------------------------------------------------
8 SHARED VOTING POWER
8,507,432 (includes shares of Series A
Convertible Preferred Stock and warrant to
purchase 812,500 shares of Common Stock)
-------------------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
-------------------------------------------------
SHARED DISPOSITIVE POWER
10 8,507,432 (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
8,507,432 (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%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
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
--------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
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 OWNED BY EACH
REPORTING -0-
PERSON WITH
------------------------------------------------
8 SHARED VOTING POWER
8,507,432 (includes shares of Series A
Convertible Preferred Stock and warrant to
purchase 812,500 shares of Common Stock)
------------------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
--------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 8,507,432 (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
8,507,432 (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%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
--------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
OWNED BY EACH 0
REPORTING PERSON 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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
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 0
PERSON 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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
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 0
PERSON 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 18,069,927 shares of Common Stock (defined herein), representing
30.5% 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 29
Schedule 13D
Cusip No. 812578102
Preliminary Statement: This Schedule 13D is being amended to reflect an increase
in the holdings of JPMP (BHCA) (as hereinafter defined) through an Option to
purchase 10,000 shares of the Issuer's Common Stock and a change in the
executive officers and directors of the controlling persons of 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.
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.
Page 13 of 29
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 29
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 29
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
December 31, 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 29
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 December 31, 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 Bros. Investments, L.P. 340,622 0.8%
Baker Bros. Investments II, L.P. 348,321 0.8%
Baker Biotech Fund I, L.P. 3,446,726 7.6%
Baker Biotech Fund II, L.P. 3,162,612 7.0%
Baker Biotech Fund II (Z), L.P. 436,638 1.0%
Baker Biotech Fund III, L.P. 234,861 0.6%
Baker Biotech Fund III (Z), L.P. 45,090 0.1%
14159, L.P. 19,561 0.06%
Baker/Tisch Investments, L.P. 473,001 1.1%
Total 8,507,432 17.1%
Page 17 of 29
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 [ ] shares of
Common Stock, representing [ ]% 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.
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.
Page 18 of 29
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 29
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.
Item 7. Material to be Filed as Exhibits.
SCHEDULE A
Item 2 information for executive officers and directors of JPMP Capital
Corp.
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.*
Page 20 of 29
EXHIBIT C
Regulatory Sideletter dated as of July 8, 2003, by and among the
Company, JPMP (BHCA) and each of the Global Fund Entities.(*)
EXHIBIT D
Joint Filing Agreement dated as of May 17, 2004 among the JPMP
Entities, the Bakers and the Delphi Entities.*
--------------------
(*) Filed previously
Page 21 of 29
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: February 14, 2006
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 22 of 29
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 23 of 29
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: February 14, 2006
JULIAN C. BAKER
By: /s/ Julian C. Baker
--------------------------
Julian C. Baker
FELIX J. BAKER
By: /s/ Felix J. Baker
--------------------------
Felix J. Baker
Page 24 of 29
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: February 14, 2006
DELPHI VENTURES VI, L.P.
By: Delphi Management Partners VI,
L.L.C., its general partner
By: /s/ Deepika R. Pakianathan
-------------------------------
Deepika R. Pakianathan
Managing Member
DELPHI BIOINVESTMENTS VI, L.P.
By: Delphi Management Partners VI,
L.L.C., its general partner
By: /s/ Deepika R. Pakianathan
-------------------------------
Deepika R. Pakianathan
Managing Member
DELPHI MANAGEMENT PARTNERS VI, L.L.C.
By: /s/ Deepika R. Pakianathan
-------------------------------
Deepika R. Pakianathan
Managing Member
Page 25 of 29
SCHEDULE A
JPMP CAPITAL CORP.
------------------
Executive Officers(1)
---------------------
Chief Executive Officer William B. Harrison**
President Jeffrey C. Walker*
Chief Investment Officer Arnold L. Chavkin*
Managing Director Srinivas Akkaraju*
Managing Director Christopher Albinson*
Managing Director Dr. Dana Beth Ardi*
Managing Director Christopher C. Behrens*
Managing Director John Breckenridge*
Managing Director Julie Casella-Esposito*
Managing Director Rodney A. Ferguson*
Managing Director Michael R. Hannon*
Managing Director Matthew Lori*
Managing Director Jonathan R. Lynch*
Managing Director Sunil Mishra*
Managing Director Stephen P. Murray*
Managing Director John Reardon*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director William Stuek*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr. *
Managing Director Damion E. Wicker, M.D.*
Directors(13)
-------------
William B. Harrison**
Jeffrey C. Walker*
-----------------------
(1) Each of whom is a United States citizen.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York, New York 10020.
** Principal occupation is employee or officer of JPMorgan Chase & Co.
Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York,
New York 10017.
Page 26 of 29
Schedule B
JPMORGAN CHASE & CO.
--------------------
Executive Officers(1)
---------------------
Chairman of the Board and Chief Executive Officer William B. Harrison Jr.*
President and Chief Operating Officer James Dimon*
Chief Information Officer Austin A. Adams*
Co-Chairman, Investment Bank Steven D. Black*
Chief Executive Officer, Card Services William I. Campbell*
Chief Financial Officer Michael J. Cavanagh*
Chairman, West Coast Region David A. Coulter*
Director of Human Resources, Head of Real
Estate/Facilities, General Services, Security John J. Farrell*
Co-General Counsel Joan Guggenheimer*
Director of Corporate Marketing and Communications Frederick W. Hill*
Head, Commercial Banking Samuel Todd Maclin*
Head, Strategy and Business Development Jay Mandelbaum*
Co-General Counsel William H. McDavid*
Chief Executive Officer, Treasury &
Securities Services Heidi Miller*
Head, Retail Financial Services Charles W. Scharf*
Executive Vice President, Card Services Richard J. Srednicki*
Head, Asset & Wealth Management James E. Staley*
Chief Risk Officer Don M. Wilson III*
Co-Chairman, Investment Bank William T. Winters*
---------------------
(1) Each of whom is a United States citizen.
* Principal occupation is employee or officer of JPMorgan Chase & Co.
Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York,
New York 10017.
Page 27 of 29
Directors(*)
------------
Name Principal Occupation or Employment;
Business or Residence Address
--------------------------------------------------------------------------------
Hans W. Becherer Retired Chairman of the Board and
Chief Executive Officer
Deere & Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
John H. Biggs Former Chairman and CEO
TIAA - CREF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Lawrence A. Bossidy Retired Chairman of the Board
Honeywell International Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Stephen B. Burke President
Comcast Cable Communications, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
James S. Crown President
Henry Crown and Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
James Dimon President and Chief Operating Officer
JPMorgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
--------------------------------------------------------------------------------
Ellen V. Futter President and Trustee
American Museum of Natural History
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
William H. Gray, III Retired President and Chief Executive Officer
The College Fund/UNCF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
-------------------------
* Each of whom is a United States citizen.
Page 28 of 29
Name Principal Occupation or Employment;
Business or Residence Address
--------------------------------------------------------------------------------
William B. Harrison, Jr. Chairman of the Board and Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
--------------------------------------------------------------------------------
Laban P. Jackson, Jr. Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Lee R. Raymond Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
John W. Kessler Owner
John W. Kessler Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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Robert I. Lipp Chairman
The St. Paul Travelers Companies, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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Richard A. Monoogian Chairman and Chief Executive Officer
Masco Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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David C. Novak Chairman and Chief Executive Officer
Yum! Brands, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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John R. Stafford Retired Chairman of the Board
Wyeth
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
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