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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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. 1 )
SuperGen, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
637184 10 - 8
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(CUSIP Number)
Jose M. de Lasa
Senior Vice President, Secretary
and General Counsel
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(847) 937-8905
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 12, 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), 13d-1(f) or 13d-1(g), check the
following box / /
Page 1 of 11
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CUSIP NO.:637184 10 -8 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Abbott Laboratories (# 36-0698440)
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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
Illinois
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7 SOLE VOTING POWER
25,701,249 shares of Common Stock
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,701,249 shares of Common Stock
PERSON -----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,701,249 shares of Common Stock
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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)
49%
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14 TYPE OF REPORTING PERSON
CO
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Page 2 of 11
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 (this "Amendment") amends the Schedule 13D filed
by Abbott Laboratories, an Illinois corporation ("Abbott") on January 5, 2000
(the "Original Schedule 13D") with respect to shares of Common Stock, par value
$0.001 per share, of SuperGen, Inc., a Delaware corporation (the "Issuer"). The
Issuer's principal executive offices are located at 2 Annabel Lane, Suite 220,
San Ramon, California 94583. Capitalized terms used but not otherwise defined in
this Amendment shall have the meanings assigned to those terms in the Original
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This statement is being filed by Abbott. Abbott's principal
offices are located at 100 Abbott Park Road, Abbott Park, Illinois 60064.
Abbott's principal business is the discovery, development, manufacture and sale
of a broad and diversified line of health care products and services. The names,
business addresses and principal occupation or employment (and the name,
principal business and address of any corporation or other organization in which
such employment is conducted) of each of the persons specified by Instruction C
of the Schedule 13D are set forth on Schedule 1 hereto.
(d) - (e) To the knowledge of Abbott, neither Abbott nor any of the
persons specified in Schedule 1 has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been a 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) See (a) - (c) above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Common Stock and Option Purchase Agreement made as
of December 21, 1999, between the Issuer and Abbott (the "Equity Agreement"),
Abbott purchased 933,394 shares (the "Shares") of the common stock, par value
$0.001 per share (the "Common Stock") of the Issuer for a total purchase
price of $26,500,000 on January 12, 2000. The source of the funds used to
purchase the Shares was the working capital of Abbott.
ITEM 4. PURPOSE OF THE TRANSACTION
Abbott acquired the Shares as an investment and in connection with its
business alliance with the Issuer. As previously disclosed in the Original
Schedule 13D, on December 21, 1999, the Issuer and Abbott executed the Equity
Agreement and a Worldwide Sales, Distribution, and Development Agreement (the
"Worldwide Agreement"). Under the terms of the Equity Agreement and the
Worldwide Agreement, Abbott agreed to make an initial equity investment in the
Issuer worth $26,500,000. Additional equity investments, cash milestones and
option exercises are contemplated over the life of the agreements.
Page 3 of 11
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Abbott may be deemed to be the beneficial owner of 24,767,855
shares of Common Stock which currently are subject to the Option disclosed in
the Original Schedule 13D as well as the Shares. Upon exercise of the Option,
the shares covered by the Option together with the Shares would represent 49%
of the total outstanding shares of Common Stock.
(b) After exercising the Option and at such time as any additional
shareholder approval is obtained for the issuance of the shares subject to the
Option, Abbott will have the sole power to vote and to dispose of the 24,767,855
shares of Common Stock subject to the Option. Abbott currently has the sole
power to vote and to dispose of the Shares.
(c) Other than the execution of the Equity Agreement on December 21,
1999, and the purchase of the Shares on January 12, 2000, Abbott has not
effected any transactions in the Common Stock in the past 60 days.
(d) - (e) Not applicable.
Page 4 of 11
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SCHEDULE 1
Information Concerning Executive Officers and
Directors of Abbott Laboratories
The current corporate officers and directors of Abbott Laboratories are
listed below. The address of Abbott Laboratories is: Abbott Laboratories, 100
Abbott Park Road, Abbott Park, Illinois 60064-6400. Abbott Laboratories does not
consider all of its corporate officers to be executive officers as defined by
the Securities Exchange Act of 1934 or Releases thereunder. Unless otherwise
indicated, all positions set forth below opposite an individual's name refer to
positions within Abbott Laboratories, and the business address listed for each
individual not principally employed by Abbott Laboratories is also the address
of the corporation or other organization which principally employs that
individual.
<TABLE>
<CAPTION>
POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT CITIZENSHIP
NAME AND BUSINESS ADDRESS
<S> <C> <C>
CORPORATE OFFICERS
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Miles D. White (1) Chairman of the Board and Chief U.S.A.
Executive Officer
Robert L. Parkinson, Jr.(1) President and Chief Operating Officer U.S.A.
Joy A. Amundson (1) Senior Vice President, Ross Products U.S.A.
Chistopher B. Begley (1) Senior Vice President, U.S.A.
Chemical & Agricultural Products
Thomas D. Brown (1) Senior Vice President, Diagnostic U.S.A.
Operations
Gary P. Coughlan (1) Senior Vice President, Finance and U.S.A.
Chief Financial Officer
Jose M. de Lasa (1) Senior Vice President, Secretary and U.S.A.
General Counsel
William G. Dempsey (1) Senior Vice President, International U.S.A.
Operations
</TABLE>
Page 5 of 11
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<TABLE>
<S> <C> <C>
CORPORATE OFFICERS
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CONTINUED
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Richard A. Gonzalez (1) Senior Vice President, Hospital U.S.A.
Products
Arthur J. Higgins (1) Senior Vice President, Pharmaceutical United Kingdom
Operations
Thomas M. Wascoe (1) Senior Vice President, Human U.S.A.
Resources
Catherine V. Babington Vice President, Investor Relations and U.S.A.
Public Affairs
Patrick J. Balthrop Vice President, Diagnostic U.S.A.
Commercial Operations
Mark E. Barmak Vice President, Government Affairs U.S.A.
Michael G. Beatrice Vice President, Corporate Regulatory U.S.A.
and Quality Science
Christopher A. Bleck Vice President, Pediatrics, Ross U.S.A.
Products
Douglas C. Bryant Vice President, Diagnostic U.S.A.
Operations, Asia and Pacific
Gary R. Byers Vice President, Internal Audit U.S.A.
Thomas F. Chen Vice President, Pacific, Asia, and U.S.A.
Africa Operations
Edward J. Fiorentino Vice President, Pharmaceutical U.S.A.
Products, Marketing and Sales
Gary L. Flynn (1) Vice President and Controller U.S.A.
Thomas C. Freyman Vice President, Hospital Products U.S.A.
Controller
</TABLE>
Page 6 of 11
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<TABLE>
<S> <C> <C>
CORPORATE OFFICERS
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CONTINUED
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Stephen R. Fussell Vice President, Compensation and U.S.A.
Development
David B. Goffredo Vice President, European Operations U.S.A.
Robert B. Hance Vice President, Diagnostic U.S.A.
Operations, Europe, Africa and
Middle East
Guillermo A. Herrera Vice President, Latin America and Colombia
Canada Operations
James J. Koziarz Vice President, Diagnostic Products U.S.A.
Research and Development
Elaine R. Leavenworth Vice President, Abbott HealthSystems U.S.A.
John M. Leonard Vice President, Pharmaceutical U.S.A.
Development
Greg W. Linder Vice President and Treasurer U.S.A.
John F. Lussen Vice President, Taxes U.S.A.
Edward L. Michael Vice President, Diagnostic Assays and U.S.A.
Systems
Karen L. Miller Vice President, U.S.A.
Information Technology
Daniel W. Norbeck Vice President, Pharmaceutical U.S.A.
Discovery
Edward A. Ogunro Vice President, Hospital Products U.S.A.
Research and Development
William H. Stadtlander Vice President, Ross Medical U.S.A.
Nutritional Products
Marcia A. Thomas Vice President, Diagnostic Quality U.S.A.
Assurance and Regulatory Affairs and
Compliance
Steven J. Weger, Jr. Vice President, Corporate Planning U.S.A.
and Development
Susan M. Widner Vice President, Diagnostic U.S.A.
Operations, U.S. and Canada
Lance B. Wyatt Vice President, Corporate U.S.A.
Engineering
</TABLE>
Page 7 of 11
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<TABLE>
<CAPTION>
NAME POSITION/PRESENT PRINCIPAL CITIZENSHIP
OCCUPATION OR EMPLOYMENT
AND BUSINESS ADDRESS
<S> <C> <C>
DIRECTORS
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H. Laurance Fuller Co-Chairman of the Board BP U.S.A.
Amoco, p.l.c.
c/o Primary Business Center
1111 E. Warrenville Road
Suite 257
Naperville, Illinois 60563
(integrated petroleum and chemicals
company)
David A. Jones Chairman of the Board U.S.A.
U.S.A. Humana Inc.
500 W. Main Street
Humana Building
Louisville, Kentucky 40201
(health plan business)
Jeffrey M. Leiden, M.D., Elkan R. Blout Professor of U.S.A.
Ph.D. Biological Sciences, Harvard School
of Public Health, Professor of
Medicine, Harvard Medical School
Laboratory of Cardiovascular
Biology
677 Huntington Avenue, Building II
Room 117
Boston, Massachusetts 02115
The Rt. Hon. Lord Physician, Politician, and United Kingdom
Owen CH Businessman
78 Narrow Street
Limehouse, London, E14 8BP,
England
Robert L. Parkinson, Jr. Officer of Abbott U.S.A.
Boone Powell, Jr. President and Chief Executive Officer U.S.A.
Baylor Health Care System and
Baylor University Medical Center
3500 Gaston Avenue
Dallas, Texas 75246
</TABLE>
Page 8 of 11
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<TABLE>
<S> <C> <C>
DIRECTORS
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CONTINUED
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Addison Barry Rand Chairman and Chief Executive Officer U.S.A.
Avis Rent A Car, Inc.
900 Old Country Road
Garden City, New York 11530
(car rental business)
W. Ann Reynolds, Ph.D. President The University of Alabama U.S.A.
at Birmingham
Office of the President
Suite 1070 Administration Building
701 S. 20th Street
Birmingham, Alabama 35294-0110
Roy S. Roberts Vice President and Group Executive U.S.A.
North American Vehicle Sales,
Service and Marketing
General Motors Corporation
200 Renaissance Center
Mail Code 482-B33-B82
Detroit, Michigan 48265
(manufacturer of motor vehicles)
William D. Smithburg Retired Chairman, President and U.S.A.
Chief Executive Officer
The Quaker Oats Company
676 N. Michigan Avenue
Chicago, Illinois 60611
(worldwide food manufacturer and
marketer of beverages and grain-based
products)
John R. Walter Chairman, Manpower Inc. U.S.A.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
(employment services organization)
William L. Weiss Chairman Emeritus, Ameritech U.S.A.
Corporation
One First National Plaza
Suite 2530C
Chicago, Illinois 60603-2006
(telecommunications company)
</TABLE>
Page 9 of 11
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<TABLE>
<S> <C> <C>
Miles D. White Officer of Abbott U.S.A.
</TABLE>
(1) Pursuant to Item 401(b) of Regulation S-K Abbott has identified these
persons as "executive officers" within the meaning of Item 401(b).
Page 10 of 11
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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.
Dated: February 7, 2000
ABBOTT LABORATORIES
By: /s/ Gary P. Coughlan
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Name: Gary P. Coughlan
Title: Senior Vice President, Finance
and Chief Financial Officer
Page 11 of 11
