UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
SPIROS DEVELOPMENT CORPORATION II, INC.
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(Name of Issuer)
Callable Common Stock, par value $.001 per share
(Formerly traded as part of Spiros Development
Corporation II, Inc. Units)
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Title of Class of Securities)
848936100
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(CUSIP Number)
Jon L. Mosle
HBK Investments L.P.
300 Crescent Court, Suite 700
Dallas, Texas 75201
(214) 758-6107
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 2000
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(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 which is the subject of this Schedule 13D and is
filing this schedule because of Rule 13d-1(e), 240.13-1(f) or 240.13d-1(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.
(continued on following pages)
Page 1 of 4 pages
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").
<PAGE>
13D
CUSIP No. 848936100
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HBK Investments L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF 935,400
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 935,400
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
935,400
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
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(14) TYPE OF REPORTING PERSON*
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 Pages
<PAGE>
13D
CUSIP No. 848936100
Item 1. Security and Company
This Statement on Schedule 13D (this "Statement") relates to shares of
Callable Common Stock, par value $.001 per share (the "Shares") of Spiros
Development Corporation II, Inc. (the "Company"). The Company's principal
offices are located at 7475 Lusk Boulevard, San Diego, California 92121.
Item 2. Identity and Background.
(a)-(c) This Statement is being filed by HBK Investments L.P., a
Delaware limited partnership ("HBKI"). The principal business of HBKI is
acting as investment manager to an investment fund. The Shares described
herein as beneficially owned by HBKI are held by HBK Master Fund L.P., a
Cayman Islands limited partnership ("Master Fund"). HBKI has sole voting and
dispositive power over such Shares pursuant to an Investment Management
Agreement with Master Fund. Accordingly, Master Fund has no beneficial
ownership of such Shares within the meaning of Rule 13d-3 under the Act.
HBKI is controlled by HBK Partners II L.P., a Delaware limited partnership
("HBK Partners II"), which in turn is controlled by HBK Management L.L.C., a
Delaware limited liability company ("HBK Management"). The individual
members of HBK Management (the "Members") include Harlan Korenvaes, Ken
Hirsh, Laurence Lebowitz, William Rose, Richard Booth, Jamiel Akhtar and
David C. Haley, each of whom is an officer of HBKI. Pursuant to Instruction
C to Schedule 13D, information is included herein with respect to HBKI, HBK
Partners II, HBK Management and the Managers (collectively, the "Item 2
Persons"). The business address of each Item 2 Person is 300 Crescent Court,
Suite 700, Dallas, Texas 75201.
(d) None of the Item 2 Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Item 2 Persons has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Each Member is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The total amount of funds required for the purchases listed in Item 5 was
approximately $10,335,000. Such funds were obtained by Master Fund from its
working capital and/or from borrowings pursuant to margin accounts maintained
in the ordinary course of business at Morgan Stanley & Co. Incorporated. It
is not possible to determine the amount of borrowings, if any, used to
acquire the Shares.
Item 4. Purpose of Transaction
HBKI acquired the Shares (for the account of Master Fund) in the ordinary
course of business for investment purposes.
On February 14, 2000, Dura Pharmaceuticals, Inc. ("Dura") issued a press
release announcing that it had made an offer to the board of directors of the
Company to acquire all of the outstanding Shares by means of a tender offer
followed by a merger, subject to the negotiation and execution of
satisfactory agreements, and that the Company has formed a committee of
independent directors to consider the Company's strategic alternatives,
including any transactions proposed by Dura. In connection with the Dura
proposal, or any other proposal that may be advanced with respect to the
Shares, the Item 2 Persons may engage in communications regarding the Shares
or the Company, including its operations, with one or more shareholders of
the Company, one or more officers or other representatives of the Company or
Dura and one or more members of the board of directors of the Company.
Except to the extent the foregoing may be deemed a plan or proposal, none of
the Item 2 Persons has any plans or proposals related to or that would result
in any of the actions or transactions specified in clauses (a) through (j) of
Item 4 of Schedule 13D. The Item 2 Persons reserve the right to acquire or
dispose of Shares and to formulate other purposes, plans or proposals
regarding the Company or the Shares beneficially owned by HBKI to the extent
deemed advisable in light of general investment policies, market conditions
and other factors. No Item 2 Person has made a determination regarding a
maximum or minimum number of Shares that it may hold at any point in time.
Item 5. Interest in Securities of the Issuer
(a), (b) On the date hereof, HBKI beneficially owns, as investment
adviser to Master Fund, 935,400 Shares, constituting approximately 14.79% of
the 6,325,000 issued and outstanding Shares, as reported in the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1999 filed
with the Securities and Exchange Commission on November 15, 1999. HBKI, as
investment adviser to Master Fund, has sole voting and dispositive power with
respect to such Shares. By virtue of their control over HBKI, each of the
other Item 2 Persons may also be deemed to be the beneficial owner of such
Shares.
(c) The trade dates, number of Shares purchased or sold and the price
per Share (including commissions) for all purchases and sales of the Shares
by HBKI, as investment adviser to Master Fund, in the past sixty days are as
follows:
NO. SHARES PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE
01/06/00 160,400 (P) *
02/08/00 300,000 (P) $10.50
02/09/00 160,000 (P) $11.50
02/10/00 315,000 (P) $12.00
* - reflects the separation of the Spiros Development Corporation II, Inc.
Units (the "Units") into underlying Shares and Dura Pharmaceuticals, Inc.
Warrants.
In each case (except for the Shares acquired upon separation of the Units),
the Shares were acquired on the Nasdaq National Market in negotiated block
trades.
(d) Master Fund has the right to receive dividends from, and the
proceeds from the sale of, all of the Shares beneficially owned by HBKI.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Not applicable.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 16, 2000
HBK INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Authorized Signatory
