UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AXCAN PHARMA INC.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
054923107
(CUSIP Number)
Kenneth M. Socha, Esq.
Perseus-Soros BioPharmaceutical Fund, LP
The Army and Navy Club Building
1627 I Street, N.W., Suite 610
Washington D.C. 20006
Tel. No.: (202) 452-0101
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to
Bruce A. Gutenplan, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
July 7, 2000
(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 to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
*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 purposes 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 the following page(s)
Page 1 of 40 Pages
Exhibit Index: Page 27
<PAGE>
CUSIP No. 054923107 Page 2 of 40 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Perseus-Soros BioPharmaceutical Fund, LP
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 OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,500,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,500,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 054923107 Page 3 of 40 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Perseus-Soros Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,500,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,500,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 054923107 Page 4 of 40 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Perseus BioTech Fund Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,500,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 054923107 Page 5 of 40 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
SFM Participation, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,500,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 52728R 102 Page 6 of 40 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
SFM AH, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,500,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 52728R 102 Page 7 of 40 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Rappahannock Investment Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,500,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 52728R 102 Page 8 of 40 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Frank H. Pearl (in capacity described herein)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,500,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 52728R 102 Page 9 of 40 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
George Soros (in the capacity described herein)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,500,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14 TYPE OF REPORTING PERSON*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 52728R 102 Page 10 of 40 Pages
SCHEDULE 13D
1 NAME OF REPORTING PERSON
Soros Fund Management LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,500,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14 TYPE OF REPORTING PERSON*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 11 of 40 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Shares, no par
value (the "Common Shares"), of Axcan Pharma Inc., a Canadian corporation (the
"Company"), whose principal executive office is located at 597 Laurier
Boulevard, Mont-Saint-Hilaire, Quebec, Canada J3H 6C4. This statement on
Schedule 13D is being filed by the Reporting Persons (as defined below) to
report the acquisition by Perseus-Soros BioPharmaceutical Fund, LP of more than
5% of the outstanding shares of the Company, as a result of which each of the
Reporting Persons may be deemed the beneficial owner of more than 5% of the
outstanding shares of the Company.
Item 2. Identity and Background.
(a), (b), (c) and (f). This Statement on Schedule 13D is being filed on
behalf of each of the following persons (collectively, the "Reporting Persons"):
(a) (i) Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited
partnership (the "Purchaser");
(ii) Perseus-Soros Partners, LLC, a Delaware limited liability company
("PSP GP");
(iii) Perseus BioTech Fund Partners, LLC, a Delaware limited liability
company ("PBFP Partners");
(iv) SFM Participation, LP, a Delaware limited partnership ("SFM
Participation");
(v) SFM AH, Inc., a Delaware corporation ("SFM AH");
<PAGE>
Page 12 of 40 Pages
(vi) Rappahannock Investment Company, a Delaware corporation
("Rappahannock");
(vii) Mr. Frank H. Pearl ("Mr. Pearl");
(viii) Mr. George Soros ("Mr. Soros"); and
(ix) Soros Fund Management LLC, a Delaware limited liability company
("SFM LLC").
The Purchaser was formed in order to engage in the acquiring, holding
and disposing of investments in various companies. PSP GP is the general partner
of the Purchaser and was formed to act as the general partner of the Purchaser.
PBFP Partners and SFM Participation are the managing members of PSP GP.
PBFP Partners was formed in order to engage in the acquiring, holding
and disposing of investments in various companies. Rappahannock is the managing
member of PBFP Partners and exercises exclusive management and control of PBFP
Partners. Mr. Pearl is the sole shareholder and Chairman of the Board of
Rappahannock. Set forth on Annex A hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Schedule 13D as applicable is a
list of the executive officers of Rappahannock.
Accordingly, pursuant to the regulations promulgated under Section
13(d) of the Securities Exchange Act of 1934, PSP GP, PBFP Partners,
Rappahannock and Mr. Pearl may be deemed a beneficial owner of the Common Shares
held for the account of the Purchaser.
<PAGE>
Page 13 of 40 Pages
SFM Participation was formed in order to engage in the acquiring,
holding and disposing of investments in various companies. SFM AH is the general
partner of SFM Participation. Mr. Soros is the sole shareholder of SFM AH. Mr.
Soros has entered into an agreement dated as of January 1, 1997 with SFM LLC
pursuant to which Mr. Soros has, among other things, agreed to use his best
efforts to cause SFM AH, as the general partner of SFM Participation, to act at
the direction of SFM LLC, which agreement to so act shall terminate upon the
earlier of (a) the assignment to SFM LLC of the legal and beneficial ownership
in SFM AH and (b) the assignment to SFM LLC of the general partnership interest
in SFM Participation (the "SFM AH Contract"). Set forth on Annex B hereto and
incorporated by reference in response to this Item 2 and elsewhere in this
Schedule 13D as applicable is a list of the directors and executive officers of
SFM AH.
Accordingly, pursuant to the regulations promulgated under Section
13(d) of the Securities Exchange Act of 1934, SFM Participation and SFM AH each
may be deemed a beneficial owner of the Common Shares held for the account of
the Purchaser.
The business of SFM LLC is managed by Mr. Soros, in his capacity as
Chairman and President. The principal occupation of Mr. Soros, a United States
citizen, is his direction of the activities of SFM LLC, which is carried out in
his capacity as Chairman and President of SFM LLC at SFM LLC's principal office.
Pursuant to regulations promulgated under Section 13(d) of the Act, SFM
LLC, pursuant to the provisions of the SFM AH Contract, and Mr. Soros, in his
<PAGE>
Page 14 of 40 Pages
capacity as Chairman and President of SFM LLC, may be deemed a beneficial owner
of the Common Shares held for the account of the Purchaser.
The address of the principal business and principal offices of (i) the
Purchaser, (ii) PSP GP, (iii) PBFP Partners, (iv) Rappahannock and (v) Mr. Pearl
is The Army and Navy Club Building, 1627 I Street, N.W., Suite 610, Washington
D.C. 20006. The present principal occupation or employment of Mr. Pearl is as an
executive officer of Perseus, LLC, a Delaware limited liability company, and its
related entities. Mr. Pearl is a United States citizen.
The address of the principal business and principal offices of (i) SFM
Participation, (ii) SFM AH, (iii) Mr. Soros and (iv) SFM LLC is 888 Seventh
Avenue, 33rd Floor, New York, New York 10106.
(d) and (e). During the past five years, neither any Reporting Person
nor, to the best knowledge of each Reporting Person, any individual otherwise
identified in response to Item 2, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which any such person 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.
Information contained herein concerning SFM Participation, SFM AH, SFM
LLC and Mr. Soros has been provided by SFM LLC. The Purchaser, PSP GP, PBFP
Partners, Rappahannock and Mr. Pearl assume no responsibility for such
<PAGE>
Page 15 of 40 Pages
information. Information contained herein concerning PBFP Partners, Rappahannock
and Mr. Pearl has been provided by each such Reporting Person. The Purchaser,
PSP GP, SFM Participation, SFM AH, SFM LLC and Mr. Soros assume no
responsibility for such information.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Stock Purchase Agreement, dated as of June 22, 2000 (the
"Stock Purchase Agreement"), between the Company and the Purchaser, the Company
issued, and the Purchaser acquired from the Company, 2,500,000 Common Shares of
the Company for an aggregate purchase price of $15,000,000 (the "Purchase
Price") and the source of which was capital contributions from the partners of
the Purchaser.
The Common Shares (or securities derivative thereof) held for the
account of the Purchaser may be held through margin accounts maintained with
brokers, which extend margin credit as and when required to open or carry
positions in their margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firms' credit policies. The positions
which may be held in the margin accounts, including the Common Shares (or
securities derivative thereof), are pledged as collateral security for the
repayment of debit balances in the respective accounts.
Item 4. Purpose of Transaction.
Except as disclosed herein, the Reporting Persons have acquired the
Common Shares for investment purposes.
<PAGE>
Page 16 of 40 Pages
A copy of the Stock Purchase Agreement is attached hereto as Exhibit 1
and incorporated by reference herein and a copy of the Board Letter, dated as of
June 22, 2000, between the Company and the Purchaser (the "Board Letter") is
attached hereto as Exhibit 2 and incorporated herein by reference. Set forth
below is a summary of the material terms of the Stock Purchase Agreement and
Board Letter. The following summary is qualified in its entirety by reference to
the Stock Purchase Agreement and Board Letter.
Terms of the Stock Purchase Agreement
Pursuant to the Stock Purchase Agreement, the Purchaser acquired from
the Company, 2,500,000 Common Shares. The transactions contemplated by the Stock
Purchase Agreement closed on July 7, 2000. The Common Shares each carry one vote
at all meetings of shareholders and, subject to the prior rights attached to the
preferred shares of the Company, participate ratably in any dividends declared
by the Board of Directors of the Company on the Common Shares and are entitled,
on the liquidation, dissolution, winding-up or other distribution of assets of
the Company for the purposes of winding-up its affairs, to a pro rata share of
the assets of the Company after payment of all of its liabilities and
obligations.
Terms of the Board Letter
Pursuant to the Board Letter, at the Company's next annual
meeting, the Company (or its Board of Directors or a committee thereof) shall
nominate, unanimously recommend to its stockholders and use its best efforts to
elect one person designated by the Purchaser (the "Purchaser Director") as a
candidate for the Board of
<PAGE>
Page 17 of 40 Pages
Directors of the Company. At all times after the next annual meeting of
shareholders of the Company, so long as the Purchaser or its affiliates hold, in
the aggregate, at least 6.0% of the outstanding Common Shares (with appropriate
adjustment made for any stock dividend, split-up or subdivision or any
combination or reclassification made or effected subsequent to July 7, 2000),
the Purchaser shall be entitled to exercise the right provided for in the
foregoing sentence in respect of each subsequent meeting of shareholders of the
Company. From and after July 7, 2000, so long as the Purchaser or its affiliates
hold, in the aggregate, at least: (i) 6.0% of the outstanding Common Shares of
the Company; or (ii) 1.25 million Common Shares (with appropriate adjustment
made for any stock dividend, split-up or subdivision or any combination or
reclassification made or effected subsequent to July 7, 2000), the Purchaser
shall have certain board observation rights at all times when it is not
represented on the Board of Directors of the Company.
Additional Disclosure
The Reporting Persons may from time to time acquire additional Common
Shares in the open market or in privately negotiated transactions, subject to
availability of Common Shares at prices deemed favorable, the Company's business
or financial condition and other factors and conditions the Reporting Persons
deem appropriate. Alternatively, the Reporting Persons may sell all or a portion
of the Common Shares in privately negotiated transactions or in the open market.
In addition, the Reporting Persons may formulate other purposes, plans or
proposals
<PAGE>
Page 18 of 40 Pages
regarding the Company or any of its securities to the extent deemed advisable in
light of general investment and trading policies, market conditions or other
factors.
Except as described in the Stock Purchase Agreement or the Board
Letter, and as otherwise set forth in this Schedule 13D, no Reporting Person or
any individual otherwise identified in Item 2 has any present plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Company, or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer or a material amount of assets of the Company or of any
of its subsidiaries; (d) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company's business or corporate structure;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above.
<PAGE>
Page 19 of 40 Pages
Item 5. Interest in Securities of the Issuer.
(a) As set forth above, on July 7, 2000, the Company issued to the
Purchaser, and the Purchaser acquired, 2,500,000 Common Shares.
Accordingly, as of July 7, 2000, each of the Reporting Persons may be
deemed to beneficially own an aggregate of 2,500,000 Common Shares which, based
on calculations made in accordance with Rule 13d-3(d) and there being 34,456,254
Common Shares outstanding on March 31, 2000 as disclosed by the Company in its
Prospectus filed with the Commission on June 23, 2000, represents approximately
7.26% of the outstanding Common Shares on a diluted basis in accordance with
Rule 13d-3(d).
(b) (i) Each of the Purchaser and PSP GP may be deemed to have sole
power to direct the voting and disposition of the 2,500,000 Common Shares
beneficially owned by the Purchaser.
(ii) By virtue of the relationships between and among the Reporting
Persons described in Item 2 of this Statement on Schedule 13D, each of the
Reporting Persons, other than the Purchaser and PSP GP, may be deemed to share
the power to direct the voting and disposition of the 2,500,000 Common Shares
beneficially owned by the Purchaser.
(c) Except as set forth above, no Reporting Person nor, to the best
knowledge of each Reporting Person, any person identified in Item 2 hereof,
beneficially owns any Common Shares or has effected any transaction in Common
Shares during the preceding 60 days.
<PAGE>
Page 20 of 40 Pages
(d) The partners of the Purchaser have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Common Shares (or
securities derivative thereof) held for the account of the Purchaser in
accordance with their partnership interests in the Purchaser. Paragraph (e) of
Item 5 of Schedule 13D is not applicable to this filing.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Common
Stock of the Issuer.
------------------------------------------
From time to time, each of the Reporting Persons may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount of
securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time, to the extent permitted by applicable
laws, each of the Reporting Persons may borrow securities, including the Common
Shares (or securities derivative thereof), for the purpose of effecting, and may
effect, short sale transactions, and may purchase securities for the purpose of
closing out short positions in such securities.
Except as described elsewhere in this Schedule 13D and as set forth in
the Stock Purchase Agreement and the Board Letter, copies of which are attached
hereto as Exhibits 1 and 2, respectively, and are incorporated herein by
reference, to the best knowledge of the Reporting Persons, there exist no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2
<PAGE>
Page 21 of 40 Pages
and between such persons and any person with respect to any securities of the
Company, including but not limited to transfer or voting of any securities of
the Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material To Be Filed as Exhibits.
1. Stock Purchase Agreement, dated as of June 22, 2000 (the "Stock
Purchase Agreement"), between Axcan Pharma Inc. and Perseus-Soros
BioPharmaceutical Fund, LP.
2. Board Letter, dated as of June 22, 2000, between Axcan Pharma Inc.
and Perseus-Soros BioPharmaceutical Fund, LP.
3. Power of Attorney dated January 27, 2000 appointing Michael C. Neus
and Richard D. Holahan, Jr., Attorney-In-Fact for George Soros.
4. Joint Filing Agreement, dated July 17, 2000, among (i) Perseus-
Soros BioPharmaceutical Fund, LP, (ii) Perseus-Soros Partners, LLC, (iii)
Perseus BioTech Fund Partners, LLC, (iv) SFM Participation, LP, (v) SFM AH,
Inc., (vi) Rappahannock Investment Company, (vii) Frank H. Pearl, (viii) George
Soros and (ix) Soros Fund Management LLC.
<PAGE>
Page 22 of 40 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 17, 2000
PERSEUS-SOROS BIOPHARMACEUTICAL FUND,
LP
By: Perseus-Soros Partners, LLC,
General Partner
By: SFM Participation, LP,
Member
By: SFM AH, Inc.,
General Partner
By: /s/ Michael C. Neus
------------------------
Name: Michael C. Neus
Title: Vice President
PERSEUS-SOROS PARTNERS, LLC
By: SFM Participation, LP,
Member
By: SFM AH, Inc.,
General Partner
By: /s/ Michael C. Neus
------------------------
Name: Michael C. Neus
Title: Vice President
<PAGE>
Page 23 of 40 Pages
PERSEUS BIOTECH FUND PARTNERS, LLC
By: Rappahannock Investment Company,
Managing Member
By: /s/ Frank H. Pearl
------------------------
Name: Frank H. Pearl
Title: Sole Shareholder
RAPPAHANNOCK INVESTMENT COMPANY
By: /s/ Frank H. Pearl
------------------------
Name: Frank H. Pearl
Title: Sole Shareholder
MR. FRANK H. PEARL
By: /s/ Frank H. Pearl
------------------------
Name: Frank H. Pearl
SFM PARTICIPATION, LP
By: SFM AH, Inc.,
General Partner
By: /s/ Michael C. Neus
------------------------
Name: Michael C. Neus
Title: Vice President
SFM AH, INC.
By: /s/ Michael C. Neus
------------------------
Name: Michael C. Neus
Title: Vice President
<PAGE>
Page 24 of 40 Pages
MR. GEORGE SOROS
By: /s/ Michael C. Neus
------------------------
Name: Michael C. Neus
Title: Attorney-in-fact
SOROS FUND MANAGEMENT LLC
By: /s/ Michael C. Neus
------------------------
Name: Michael C. Neus
Title: Deputy General Counsel
<PAGE>
Page 25 of 40 Pages
ANNEX A
Executive Officers of Rappahannock Investment Company
Name/Title/Citizenship Principal Occupation Business Address
Kenneth M. Socha Executive Officer of c/o Perseus, LLC
Senior Vice President Perseus and related The Army and Navy Club
(United States) entities Building
1627 I Street, NW
Suite 610
Washington, DC 20006
Rodd J. Macklin Executive Officer of c/o Perseus, LLC
Controller and Secretary Perseus and related The Army and Navy Club
(United States) entities Building
1627 I Street, NW
Suite 610
Washington, DC 20006
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock or securities
derivative thereof.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Common Stock or securities
derivative thereof.
<PAGE>
Page 26 of 40 Pages
ANNEX B
Executive Officers of SFM AH, INC.
Name/Title/Citizenship Principal Occupation Business Address
Michael C. Neus Deputy General Counsel 888 Seventh Avenue
President of SFM LLC and General 33rd Floor
(United States) Counsel of Soros Private New York, NY 10106
Funds Management LLC
Daniel R. Eule Tax Director of SFM 888 Seventh Avenue
Vice President LLC 33rd Floor
(United States) New York, NY 10106
Eve Mongiardo Chief Financial Officer of 888 Seventh Avenue
Treasurer Soros Private Funds 33rd Floor
(United States) Management LLC New York, NY 10106
Richard D. Holahan, Jr. Assistant General Counsel 888 Seventh Avenue
Secretary of SFM LLC 33rd Floor
(United States) New York, NY 10106
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock or securities
derivative thereof.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Common Stock or securities
derivative thereof.
<PAGE>
Page 27 of 40 Pages
EXHIBIT INDEX
Page No.
--------
1. Stock Purchase Agreement, dated as of June 22, 2000 (the "Stock
Purchase Agreement"), among Axcan Pharma Inc. and Perseus-
Soros BioPharmaceutical Fund, LP ..................................28
2. Board Letter, dated as of June 22, 2000 (the "Board Letter"),
among Axcan Pharma Inc. and Perseus-Soros BioPharmaceutical
Fund, LP ...........................................................34
3. Power of Attorney dated January 27, 2000 appointing Michael C.
Neus and Richard D. Holahan, Jr., Attorney-In-Fact for George
Soros ..............................................................37
4. Joint Filing Agreement, dated July 17, 2000, among (i) Perseus-
Soros BioPharmaceutical Fund, LP, (ii) Perseus-Soros Partners,
LLC, (iii) Perseus BioTech Fund Partners, LLC, (iv) SFM
Participation, LP, (v) SFM AH, Inc., (vi) Rappahannock
Investment Company, (vii) Frank H. Pearl, (viii) George Soros
and (ix) Soros Fund Management LLC .................................38
