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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)(1)
DIATIDE, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 1999
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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(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).
(Continued on following pages)
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(1) 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
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chase Venture Capital Associates, L.L.C. (f/k/a Chase Venture Capital
Associates, L.P.)
13-337-6808
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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
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY Not applicable
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0%
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14 TYPE OF REPORTING PERSON*
LLC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
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Preliminary Note.
The information contained herein has been adjusted to reflect a sale
by the reporting person of all of the Issuer's Common Stock and 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 entirety to read as
follows:
This statement is being filed by Chase Venture Capital Associates,
LLC, a Delaware limited liability company, formerly Chase Venture Capital
Associates, L.P., a California limited partnership (hereinafter referred to as
"CVCA"), whose principal office is located at c/o Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, New York 10017.
CVCA is engaged in the venture capital and leveraged buyout
business. The economic member of CVCA is CCP-CMC Consolidating, LLC, a Delaware
limited liability company (hereinafter referred to as "CCP-CMC") and the
managing member of CVCA is CCP-SBIC Manager, LLC ("CCP-SBIC"). The managing
member of CCP-CMC is Chase Capital Partners, a New York general partnership
(hereinafter referred to as "CCP"). Pursuant to a master advisory agreement,
CCP-SBIC has delegated its management authority of CVCA to CCP. CCP is also
engaged in the venture capital and leveraged buyout business. CCP-CMC's and
CCP's principal 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 (except for
Messrs. Britts and Meggs, each of whom are citizens of the United Kingdom and
Ms. Aidar who is a citizen of Brazil), whose principal occupation is general
partner of CCP and whose business address (except for Messrs. Britts, Meggs,
Soghikian and Stuart) is c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, New York 10017.
Ana Carolina Aidar
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
David S. Britts
Arnold L. Chavkin
David Gilbert
Eric Green
Michael R. Hannon
Donald J. Hofmann
Jonathan Meggs
Stephen P. Murray
John M.B. O'Connor
Robert Ruggiero
Susan Segal
Shahan D. Soghikian
Page 3 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
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Lindsay Stuart
Jeffrey C. Walker
Timothy Walsh
Rick Waters
Damion E. Wicker, M.D.
Messrs. Britts' and Soghikian's address is c/o Chase Capital
Partners, 50 California Street, Suite 2940, San Francisco, CA 94111. Messrs.
Meggs' and Stuart's address is c/o Chase Capital Partners, 125 London Wall,
Level 13, London, England EC2Y5AJ.
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chase Capital Corporation, a New York
corporation (hereinafter referred to as "Chase Capital"), CCP Principals, L.P.,
a Delaware limited partnership (hereinafter referred to as "Principals") and CCP
European Principals, L.P., a Delaware limited partnership (hereinafter referred
to as "European Principals"), each of whose principal office is located at 380
Madison Avenue, 12th Floor, New York, New York 10017. Chase Capital is a
wholly-owned subsidiary of The Chase Manhattan Corporation. The general partner
of each of Principals and European Principals is Chase Capital. Chase Capital,
Principals and European Principals are each engaged in the venture capital and
leveraged buyout business. Set forth in Schedule A hereto and incorporated
herein by reference are the names, business addresses and principal occupations
or employments of each executive officer and director of Chase Capital, each of
whom is a U.S. citizen.
The Chase Manhattan Corporation (hereinafter referred to as "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.
Item 3. Source and Amount of Funds or Other Consideration.
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The response to Item 3 is amended in its entirety to read as
follows:
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.
On November 2, 1999 CVCA sold an aggregate of 1,654,564 shares of
the Issuer's Common Stock for a sale price of $9.50 per share to Schering
Berlin. As a result of the foregoing, CVCA is no longer the beneficial owner of
any 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.
Page 4 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
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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.
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.
The response to Item 5 is amended in its entirety to read as
follows:
CVCA is deemed to be the beneficial owner of none of the shares of
the Issuer's 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.
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* Filed Previously.
Page 5 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
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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.
SCHEDULE B
Item 2 information for executive officers and directors of Chase.
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* Filed Previously.
Page 6 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
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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 14, 2000 CHASE VENTURE CAPITAL ASSOCIATES, L.L.C.
By: CHASE CAPITAL PARTNERS,
its Manager
By: /s/ Jeffrey C. Walker
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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
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SCHEDULE A
CHASE CAPITAL CORPORATION
Executive Officers
Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meredith*
Vice President and Treasurer Elisa R. Stein**
Vice President Marcia Bateson**
Assistant Secretary Robert C. Carroll*
Assistant Secretary Anthony J. Horan*
Assistant Secretary Denise G. Connors*
Directors
William B. Harrison, Jr.*
Jeffrey C. Walker**
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* 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 Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, NY 10017.
Page 8 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
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SCHEDULE B
THE CHASE MANHATTAN CORPORATION
Executive Officers*
Walter V. Shipley, Chairman of the Board*
William B. Harrison Jr., President and Chief Executive Officer*
Donald L. Boudreau, Vice Chairman*
John J. Farrell, Director of Human Resources*
Neal S. Garonzik, Vice Chairman*
Frederick W. Hill, Director of Corporate Marketing and Communications*
Donald H. Layton, Vice Chairman*
James B. Lee Jr., Vice Chairman*
William H. McDavid, General Counsel*
Denis J. O'Leary, Executive Vice President*
Marc J. Shapiro, Vice Chairman*
Joseph G. Sponholz, Vice Chairman*
Jeffrey C. Walker, Senior Managing Director**
Directors***
Principal Occupation or Employment;
Name Business or Residence Address
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Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
One John Deere Place
Moline, IL 61265
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
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* 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.
** Principal occupation is employee of Chase and/or general partner of Chase
Capital Partners. Business address is c/o Chase Capital Partners, 380
Madison Avenue - 12th Floor, New York, New York 10017.
*** 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
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Principal Occupation or Employment;
Name Business or Residence Address
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Susan V. Berresford President
The Ford Foundation
320 E. 43rd Street
New York, New York 10017
M. Anthony Burns Chairman of the Board and
Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
H. Laurence Fuller Co-Chairman
BP Amoco p.l.c.
1111 Warrenville Road, Suite 25
Chicago, Illinois 60563
Melvin R. Goodes Retired Chairman of the Board and CEO
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
William B. Harrison, Jr. President and Chief Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, New York 10017-2070
Harold S. Hook Retired Chairman and Chief Executive Officer
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue - Room 29-72
New York, New York 10022
Henry B. Schacht Director and Senior Advisor
E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue, 10th Floor
New York, New York 10017
Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Andrew C. Sigler Retired Chairman of the Board and
Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
John R. Stafford Chairman, President and
Chief Executive Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
Page 10 of 11 Pages
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SCHEDULE 13D
Issuer: Diatide, Inc. CUSIP Number: 252842100
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Principal Occupation or Employment;
Name Business or Residence Address
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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
