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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DIATIDE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
252842100
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(CUSIP Number)
John J. Suydam, Esq.
O'Sullivan, Graev & Karabell, LLP
30 Rockefeller Plaza
41st Floor
New York, New York 10112
(212) 408-2400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject to this Schedule 13D, and is filing this
schedule because Sections 240.13d-1(e), 240.13d-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 Section 240.13-d-7(b) for
other parties to whom copies are to be sent.
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).
- --------
* 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.
Page 1 of 11 Pages
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CUSIP No. 252842100 SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chase Venture Capital Associates, L.P.
13-337-6808
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
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
California
7. Sole Voting Power
1,653,564
Number of Shares
8. Shared Voting Power
Beneficially Not applicable
Owned by Each
9. Sole Dispositive Power
Reporting Person 1,653,564
With
10. Shared Dispositive Power
Not applicable
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,653,564
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
14.5%
14. Type of Reporting Person
PN
Page 2 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
Preliminary Note.
The information contained herein has been adjusted to refelct
a change in the reporting person's name and address.
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.001
per share (the "Common Stock"), of Diatide, Inc., a New Hampshire corporation
(the "Issuer"). The Issuer's principal executive offices are located at 9 Delta
Drive, Londonderry, New Hampshire 03053.
Item 2. Identity and Background.
The response to Item 2 is amended in its entirty to read as
follows:
This statement is being filed by Chase Venture Capital
Associates, L.P. (hereinafter referred to as "CVCA"), whose principal business
office is located at 380 Madison Avenue, 12th Floor, New York, New York 10017.
The general partner of CVCA is Chase Capital Partners, a New York general
partnership ("CCP"), whose principal business office is located at the same
address as CVCA.
Set forth below are the names of each general partner of CCP
who is a natural person. Each such general partner is a U.S. citizen, whose
principal occupation is general partner of CCP and whose principal business
office address (except for Mr. Soghikian) is c/o Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, New York 10017.
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
I. Robert Greene
Michael R. Hannon
Donald J. Hofmann
Stephen P. Murray
John M.B. O'Connor
Brian J. Richmand
Shahan D. Soghikian
Jonas Steinman
Jeffrey C. Walker
Damion E. Wicker, M.D.
Mr. Soghikian's principal business office address is c/o Chase
Capital Partners, 50 California Street, Suite 2940, San Francisco, CA 94111.
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chase Capital Corporation, a New York
corporation ("Chase Capital"), CCP Principals, L.P., a Delaware limited
partnership ("Principals") and CCP European Principals, L.P., a Delaware limited
partnership ("European Principals"), each of whose principal business office is
located at the same address as CVCA. Chase Capital is a wholly owned subsidiary
of The Chase Manhattan Corporation, a Delaware corporation, whose principal
business office is located at the same address as CVCA. The general partner of
each of Principals and European Principals is
Page 3 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
Chase Capital. Set forth in Schedule A hereto and incorporated herein by
reference are the names, business addresses, principal occupations and
employments of each executive officer of Chase Capital, each of whom is a U.S.
citizen.
The Chase Manhattan Corporation ("Chase") is a Delaware
corporation engaged (primarily through subsidiaries) in the commercial banking
business with its principal office located at 270 Park Avenue, New York, New
York 10017. 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 Chase, each of whom is a U.S. citizen.
To CVCA's knowledge, the response to Items 2(d) and (e) of
Schedule 13D is negative with respect to CVCA and all persons regarding whom
information is required hereunder by virtue of CVCA's response to Item 2.
Insofar as the requirements of Items 3-6 inclusive of this
Schedule 13D Statement require that, in addition to CVCA, the information called
for therein should be given with respect to each of the persons listed in this
Item 2, including CCP, CCP's individual general partners, Chase Capital, Chase
Capital's executive officers and directors, Principals, and Principals'
controlling partner, European Principals and European Principals' controlling
partner, Chase and Chase's executive officers and directors, the information
provided in Items 3-6 with respect to CVCA should also be considered fully
responsive with respect to the aforementioned persons who have no separate
interests in the Issuer's Common Stock which is required to be reported
thereunder. Although the definition of "beneficial ownership" in Rule 13d-3
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
might also be deemed to constitute these persons beneficial owners of the
Issuer's Common Stock acquired by CVCA, neither the filing of this statement nor
any of its contents shall be deemed an admission that any of such persons is a
beneficial owner of the Issuer's Common Stock acquired by CVCA or a member of a
group together with CVCA either for the purpose of Schedule 13D of the Exchange
Act or for any other purpose with respect to the Issuer's Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
Description of Transaction
On September 23, 1997, the Issuer and CVCA, Medsource S.A. and
Neomed Fund Limited (the "Investors") entered into a Securities Purchase
Agreement (the "Agreement"). Pursuant to the Agreement, CVCA purchased (i)
871,795 shares of the Issuer's Series A Convertible Preferred Stock (the
"Preferred Stock"), which shares are immediately convertible into 871,795 shares
of the Issuer's Common Stock (subject to adjustment), and (ii) Warrants to
purchase 130,769 shares of the Issuer's Common Stock (the "Warrants") (subject
to adjustment). CVCA's original cost basis for the above purchases is
$8,500,000. The funds CVCA used to acquire the securities were from its
contributed capital.
Prior to the above-described transaction, CVCA had been the
beneficial owner of 651,000 shares of the Issuer's Common Stock.
CVCA disclaims that it is a member of a group with any other
persons either for purposes of this Schedule 13D or for any other purpose
related to its beneficial ownership of the Issuer's securities.
Item 4. Purpose of Transaction.
The acquisition of the Issuer's equity securities has been
made by CVCA for investment purposes. Although CVCA has no present intention to
do so, CVCA may make additional purchases of Common Stock either in the open
market or in privately negotiated transactions, including transactions with the
Issuer, depending on an evaluation of the Issuer's business prospects and
financial condition, the market for the Common Stock, other available investment
opportunities, money and stock market conditions and other future developments.
Depending on these factors, CVCA may decide to sell all or part of its holdings
of the Issuer's Common Stock in one or more public or private transactions.
Page 4 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
Except as set forth in this Item 4, CVCA has no present plans
or proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D. However, CVCA 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, 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 Exchange Act.
Item 5. Interest in Securities of the Issuer.
CVCA is deemed to be the beneficial owner of 1,653,564 shares
of the Issuer's Common Stock. CVCA's deemed beneficial ownership represents
14.5% of the Issuer's Common Stock on a fully diluted basis. Except as set forth
in Item 4, CVCA has sole voting power and dispositive power with respect to its
shares of Common Stock.
Except as reported in Item 6 below and incorporated herein by
reference, there have been no transactions in the Common Stock during the past
sixty days which are required to be reported in this Statement. No person other
than CVCA has the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the Common Stock owned
beneficially by CVCA.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Reference is made to the information disclosed under Items 3
and 4 of this Statement which is incorporated by reference in response to this
Item. In addition to such information, the following contracts, arrangements,
understandings or relationships are reported hereunder.
(a) Registration Rights Agreement. The Issuer and the
Investors entered into a Registration Rights Agreement dated as of September 23,
1997 (the "Registration Agreement"). The Registration Agreement grants the
Investors, including CVCA, certain demand rights with respect to registration
under the 1933 Act. The Registration Agreement also grants "piggy-back" rights
to CVCA to participate in certain registration statements filed by the Issuer.
(b) Warrant No. 1. CVCA has acquired from the Issuer Warrant
No. 1 dated as of September 23, 1997. Warrant No. 1 allows CVCA to purchase up
to 130,769 shares of Common Stock of the Issuer. The Warrants are immediately
exercisable and will expire on September 23, 2007.
Item 7. Material to be Filed as Exhibits.
1. *Securities Purchase Agreement, dated as of September 23,
1997, among the Issuer and the Investors.
2. *Registration Rights Agreement, dated as of September 23,
1997, among the Issuer and the Investors.
3. *Warrant No. 1, dated as of September 23, 1997.
4. *Certificate of Designations of the Preferred Stock of
Diatide, Inc. To be Designated Series A Convertible Preferred Stock.
SCHEDULE A
Item 2 information for executive officers and directors of
Chase Capital.
* Filed Previously
Page 5 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
SCHEDULE B
Item 2 information for executive officers and directors of
Chase.
Page 6 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
SIGNATURE
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.
Date: February 10, 1999 CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By: CHASE CAPITAL PARTNERS,
its General Partner
By: /s/ Jeffrey C. Walker
---------------------
Name: Jeffrey C. Walker
Title: Managing General Partner
Page 7 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
SCHEDULE A
CHASE CAPITAL CORPORATION
Executive Officers
Chairman & Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Vice President & Treasurer Donna L. Carter**
Assistant Secretary Robert C. Carroll*
Directors
William B. Harrison, Jr.*
Jeffrey C. Walker**
- ------------------
* Principal occupation is employee and/or officer of Chase. Business
address is c/o The Chase Manhattan Corporation, 270 Park Avenue, New
York, New York 10017.
** Principal occupation is employee of Chase and/or general partner of
Chase Capital Partners. Business address is c/o CCP, 380 Madison
Avenue, 12th Floor, New York, New York 10017.
Page 8 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
SCHEDULE B
THE CHASE MANHATTAN CORPORATION
Executive Officers*
Walter V. Shipley, Chairman of the Board
Thomas G. Labrecque, President
William B. Harrison, Jr., Vice Chairman of the Board
Donald L. Boudreau, Vice Chairman of the Board
Marc Shapiro, Vice Chairman of the Board
Joseph G. Sponholz, Vice Chairman of the Board
John J. Farrell, Director, Human Resources
Frederick W. Hill, Director, Corporate Marketing and Communication
William H. McDavid, General Counsel
Directors**
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
M. Anthony Burns Chairman, President and CEO
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, FL 33166
- ------------------
* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270
Park Avenue, New York, New York 10017. Each executive officer of Chase
is a U.S. citizen.
** Each of the persons named below is a citizen of the United States of
America.
Page 9 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
H. Laurance Fuller Chairman of the Board and Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
Melvin R. Goodes Chairman of the Board and
Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
United Negro College Fund, Inc.
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
George V. Grune Retired Chairman and Chief Executive
Officer the Reader's Digest
Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
2 Park Avenue, 23rd Floor
New York, NY 10016
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Harold S. Hook Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Thomas G. Labrecque President and Chief Operating Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
J. Bruce Llewellyn Chairman of the Board
The Philadelphia Coca-Cola Bottling Company,
The Coca-Cola Bottling Company of Wilmington, Inc.
and Queen City Broadcasting, Inc.
The Philadelphia Coca-Cola Bottling Company
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
Page 10 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
Edward D. Miller Senior Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Edmund T. Pratt, Jr. Chairman Emeritus
Pfizer Inc.
Astors Lane
Port Washington, NY 11050
Henry B. Schacht Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511
Murray Hill, NJ 07974
Walter V. Shipley Chairman of the Board and Chief
Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
Page 11 of 11 Pages
