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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 1)
ARADIGM CORPORATION
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
038505-10-3
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(CUSIP Number of Class of Securities)
Page 1 of 15 Pages
An Index of Exhibits appears on Page 15
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CUSIP No. SCHEDULE 13G Page 2 of 15 Pages
038505-10-3 AMENDMENT No. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRAZIER HEALTHCARE II, L.P. FEIN: 91-1689734
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
636,363
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
636,363
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,363
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12 TYPE OF REPORTING PERSON*
LP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 15 Pages
An Index of Exhibits appears on Page 15
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CUSIP No. SCHEDULE 13G Page 3 of 15 Pages
038505-10-3 AMENDMENT No. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FHM II, L.L.C. FEIN: 91-1689731
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
636,363
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
636,363
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,363
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12 TYPE OF REPORTING PERSON*
LLC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 15 Pages
An Index of Exhibits appears on Page 15
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CUSIP No. SCHEDULE 13G Page 4 of 15 Pages
038505-10-3 AMENDMENT No. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE FPRX FUND, L.P. FEIN: 91-1828803
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
10,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
10,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 15 Pages
An Index of Exhibits appears on Page 15
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CUSIP No. SCHEDULE 13G Page 5 of 15 Pages
038505-10-3 AMENDMENT No. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRAZIER MANAGEMENT, L.L.C. FEIN: 91-1678546
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
646,363
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
646,363
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,363
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12 TYPE OF REPORTING PERSON*
LLC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 15 Pages
An Index of Exhibits appears on Page 15
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CUSIP No. SCHEDULE 13G Page 6 of 15 Pages
038505-10-3 AMENDMENT No. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRAZIER & COMPANY, INC. FEIN: 91-1526760
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Washington
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
647,363
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
647,363
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
647,363
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 15 Pages
An Index of Exhibits appears on Page 15
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CUSIP No. SCHEDULE 13G Page 7 of 15 Pages
038505-10-3 AMENDMENT No. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan D. Frazier SS####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
1,849
6 SHARED VOTING POWER
647,363
7 SOLE DISPOSITIVE POWER
1,849
8 SHARED DISPOSITIVE POWER
647,363
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
649,212
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 15 Pages
An Index of Exhibits appears on Page 15
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AMENDMENTS TO SCHEDULE 13G
ITEM 1(A). NAME OF ISSUER.
This Schedule 13G relates to Aradigm Corporation, a California corporation
(the "Company").
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Company's principal executive offices are located at 26219 Eden Landing
Road, Hayward, CA 94545.
ITEM 2(A). NAME OF PERSONS FILING.
This Schedule 13G relates to each of the following persons:
. Frazier Healthcare II, L.P., a limited partnership ("FHII")
. FHM II, L.L.C., a limited liability company ("FHMII")
. The FPRx Fund, L.P., a limited partnership ("FPRx")
. Frazier Management, L.L.C., a limited liability company ("FMLLC")
. Frazier & Company, Inc., a Washington corporation ("F&C Inc.")
. Alan D. Frazier, as a director and sole shareholder of F&C Inc.
The general partner of FHII is FHMII, whose managing member is FMLLC. The
general partner of FPRx is FMLLC. The managing member of FMLLC is F&C Inc. The
sole shareholder of F&C Inc. is Alan D. Frazier.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
The business address of each of the reporting persons is 601 Union Street,
Suite 2110, Seattle, Washington 98101.
ITEM 2(C). CITIZENSHIP.
FHII and FPRx are limited partnerships organized under the laws of the
State of Delaware. FHMII and FMLLC are limited liability companies organized
under the laws of the State of Delaware. F&C Inc. is a corporation organized
under the laws of the State of Washington. Mr. Frazier is a United States
citizen.
Page 8 of 15 Pages
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ITEM 2(D). TITLE OF CLASS OF SECURITIES.
This Schedule 13G relates to the Company's common stock, no par value (the
"Common Stock").
ITEM 2(E). CUSIP NUMBER.
The CUSIP Number for the Company's Common Stock is 038505-10-3.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a)[_] Broker or dealer registered under Section 15 of the Act,
(b)[_] Bank as defined in Section 3(a)(6) of the Act,
(c)[_] Insurance Company as defined in Section 3(a)(19) of the Act,
(d)[_] Investment Company registered under Section 8 of the Investment
Company Act,
(e)[_] Investment Advisor registered under Section 203 of the Investment
Advisors Act of 1940,
(f)[_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund,
(g)[_] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G),
(h)[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
NOT APPLICABLE.
Item 4. Ownership.
The following describes the ownership of Common Stock by FHII and FHMII as
of December 31, 1997:
(a) Amount beneficially owned: 636,363(1)
(b) Percent of class: 6.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 636,363(1)(2)
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(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
636,363(1)(2)
(1) Represents shares held of record by FHII, of which FHMII is the
general partner.
(2) Power to vote or to direct the vote of, and power to dispose or to
direct the disposition of, the reported shares is deemed to be shared
among all of the reporting persons except FPRx. Each of such persons
denies beneficial ownership of such shares except to the extent of
such person's respective pecuniary interest.
The following describes the ownership of Common Stock by FPRx as of
December 31, 1997:
(a) Amount beneficially owned: 10,000
(b) Percent of class: .1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 10,000(1)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
10,000(1)
(1) Power to vote or to direct the vote of, and power to dispose or to
direct the disposition of, the reported shares is deemed to be shared
among each of FPRx, FMLLC, F&C Inc. and Mr. Frazier. Each of such
persons denies beneficial ownership of such shares except to the
extent of such person's respective pecuniary interest.
The following describes the ownership of Common Stock by FMLLC, as of
December 31, 1997:
(a) Amount beneficially owned: 646,363(1)
(b) Percent of class: 6.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 646,363(1)(2)
(iii) Sole power to dispose or to direct the disposition of: 0
Page 10 of 15 Pages
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(iv) Shared power to dispose or to direct the disposition of:
646,363(1)(2)
(1) Represents (i) 636,363 shares of Common Stock held of record by FHII,
of which FHMII is the general partner, of which FMLLC is the managing
member, and (ii) 10,00 shares of Common Stock held of record by FPRx,
of which FMLLC is the general partner. F&C Inc. is the managing member
of FMLLC. Mr. Frazier is the sole shareholder of F&C Inc. and may be
deemed to be the beneficial owner of stock beneficially held by such
limited partnerships and limited liability company. Each of such
persons denies beneficial ownership of such shares except to the
extent of such person's respective pecuniary interest.
(3) Power to vote or to direct the vote of, and power to dispose or to
direct the disposition of, the reported shares is deemed to be shared
among FMLLC, F&C Inc. and Mr. Frazier.
The following describes the ownership of Common Stock by F&C Inc. and Mr.
Frazier as of December 31, 1997:
(a) Amount beneficially owned: 649,212(1)(2)
(b) Percent of class: 6.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,849(2)
(ii) Shared power to vote or to direct the vote: 647,363(1)(3)
(iii) Sole power to dispose or to direct the disposition of:
1,849(2)
(iv) Shared power to dispose or to direct the disposition of:
647,363(1)(3)
(1) Includes (i) 636,363 shares of Common Stock held of record by FHII, of
which FHMII is the general partner, of which FMLLC is the managing
member, of which F&C Inc. is the managing member, (ii) 10,000 shares
of Common Stock held of record by FPRx, of which FMLLC is the general
partner, of which F&C Inc. is the managing member, and (iii) 1,000
shares of Common Stock held of record by F&C Inc. Mr. Frazier is the
sole shareholder of F&C Inc. and may be deemed to be the beneficial
owner of stock beneficially held by such limited partnerships and
limited liability company. Each of such persons denies beneficial
ownership of such shares except to the extent of such person's
respective pecuniary interest.
(2) Represents shares of Common Stock held of record by Alan D. Frazier.
Page 11 of 15 Pages
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(3) Power to vote or to direct the vote of, and power to dispose or to
direct the disposition of, the reported shares is deemed to be shared
between F&C Inc. and Mr. Frazier.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
Page 12 of 15 Pages
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SIGNATURE
The undersigned hereby agree that this Schedule is filed on behalf of each
of them and, after reasonable inquiry and to best of their knowledge and belief,
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 1998
FRAZIER HEALTHCARE II, L.P.
By: FHM II, L.L.C.
Its General Partner
By: Frazier Management, L.L.C.
Its Managing Member
By: Frazier & Company, Inc.
Its Managing Member
By /s/ Alan D. Frazier
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Alan D. Frazier, President
FHM II, L.L.C.
By: Frazier Management, L.L.C.
Its General Partner
By: Frazier & Company, Inc.
Its Managing Member
By /s/ Alan D. Frazier
------------------------
Alan D. Frazier, President
THE FPRX FUND, L.P.
By: Frazier Management, L.L.C.
Its General Partner
By: Frazier & Company, Inc.
Its Managing Member
By /s/ Alan D. Frazier
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Alan D. Frazier, President
Page 13 of 15 Pages
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FRAZIER MANAGEMENT, L.L.C.
By: Frazier & Company, Inc.
Its Managing Member
By /s/ Alan D. Frazier
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Alan D. Frazier, President
FRAZIER & COMPANY, INC.
By /s/ Alan D. Frazier
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Alan D. Frazier, President, Director and
Shareholder
/s/ Alan D. Frazier
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Alan D. Frazier
Page 14 of 15 Pages
An Index of Exhibits appears on Page 15
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EXHIBIT INDEX
(1) Statement required by reporting persons pursuant to Rule 13d-
1(f)(1) (see signature page).
Page 15 of 15 Pages
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