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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
NPS PHARMACEUTICALS, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, $.001 par value
________________________________________________________________________________
(Title of Class of Securities)
62936P103
_______________________________________________________________
(CUSIP Number)
George A. Vandeman
One Amgen Center Drive,
Thousand Oaks, California 91320-1789
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 22, 1996
_______________________________________________________________
(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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-7(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 (S) 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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 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).
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SCHEDULE 13D
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CUSIP NO. 62936P103 PAGE 2 OF 10 PAGES
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AMGEN INC.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
NC
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF 1,000,000 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 shares
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,000,000 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 shares
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,000,000 shares
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.11%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO
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Item 1. Security and Issuer
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This statement is filed under Section 13(d) of the Securities Exchange Act
of 1934, as amended ("Exchange Act") and relates to shares of Common Stock of
$0.001 par value ("Common Stock"), of NPS Pharmaceuticals, Inc., a Delaware
corporation (the "Issuer"). The Principal executive offices of the Issuer are
located at 420 Chipeta Way, Salt Lake City, Utah, 84108-1256.
Item 2. Identity and Background
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1. (a) Reporting Person: Amgen Inc. ("Amgen")
(b) Place of Organization: Delaware
(c) Principal Business: Pharmaceuticals
Principal Business Address:
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, CA 91320-1799
Principal Office: (See above address)
(d) See 2(d) and (e) below
2. (a) Enumerated Persons:
The executive officers and directors of Amgen are as follows:
Name Position Held with Amgen
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Mr. Gordon M. Binder Chairman of the Board;
Chief Executive Officer
Mr. Kevin W. Sharer President, Chief Operating
Officer, member of the Board
Dr. N. Kirby Alton Senior Vice President -
Development
3
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Mr. Stanley M. Benson Senior Vice President - Sales and
Marketing
Ms. Kathryn E. Falberg Senior Vice President - Finance and
Chief Financial Officer
Dr. Dennis M. Fenton Senior Vice President - Operations
Mr. Edward F. Garnett Vice President - Human Resources
Mr. Daryl D. Hill Senior Vice President - Quality
and Compliance
Dr. George Morstyn Vice President, Product
Development and Chief Medical
Officer
Mr. Steven M. Odre Vice President - Intellectual Property
and Associate General Counsel
Dr. Lawrence M. Souza Senior Vice President - Research
Mr. George A. Vandeman Senior Vice President - Corporate
Development, General Counsel
and Secretary
Mr. William K. Bowes, Jr. Director
Mr. Jerry D. Choate Director
Mr. Frederick W. Gluck Director
Mr. Franklin P. Johnson, Jr. Director
Mr. Steven Lazarus Director
Dr. Gilbert S. Omenn Director
Ms. Judith C. Pelham Director
4
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(b) Business address:
The business address of the above named individuals are as follows:
Binder, Sharer, Benson, Amgen Inc.
Fenton, Garnett, Hill, Messrs One Amgen Center Drive
Odre, Souza and Vandeman; Thousand Oaks, CA 91320-1799
Ms. Falberg, Drs. Alton,
Morstyn, and Souza
Mr. Bowes U.S. Venture Partners
2180 Sand Hill Road, Suite 300
Menlo Park, California 94025
Mr. Choate Allstate Insurance Company
2775 Sanders Road, Suite F9
Northbrook, Illinois 60062
Mr. Gluck 743 San Ysidro Road
Santa Barbara, California 93108
Mr. Johnson Asset Management Partners
2275 East Bayshore Road
Suite 150
Palo Alto, California 94303
Mr. Lazarus ARCH Venture Partners, L.P.
O'Hare Plaza
8735 W. Higgins Road
Suite 235
Chicago, Illinois 60631
Dr. Omenn University of Michigan
Health System
1301 Catherine Drive
Room M7324
Ann Arbor, Michigan 48109
Ms. Pelham Mercy Health Services
34605 Twelve Mile Road
Farmington Hills, Michigan 48331
5
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(c) Principal Employment, Name of Employer, Principal Business:
Binder, Sharer, Benson, Fenton, Garnett, Hill, Messrs, Odre, and
Vandeman, Ms. Falberg, Drs. Alton, Morstyn and Souza are employed by
Amgen Inc. in the capacities named above.
Mr. Bowes is a general partner of U.S. Venture Partners, a venture
capital investment entity, whose address is given above.
Mr. Choate is the Chairman and Chief Executive Officer of Allstate
Insurance Company whose address is given above.
Mr. Gluck is the retired Vice Chairman of Bechtel Group, Inc. whose
address is given above.
Mr. Johnson is a general partner of Asset Management Partners, a
venture capital limited partnership, whose address is given above.
Mr. Lazarus is the managing general partner of ARCH Venture Partners,
L.P., an early stage venture capital partnership, whose address is
given above.
Dr. Omenn is the Executive Vice President for Medical Affairs for the
University of Michigan Health System, whose address is given above.
Ms. Pelham is President and Chief Executive Officer of Mercy Health
Services, a unified system of institutions, programs and services,
whose address is given above.
(d) & (e) During the last five years, neither Amgen, nor, to the best of
its knowledge, any of its executive officers or directors (i) has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) has been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceedings 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) With the exception of Dr. George Morstyn, who is a citizen of
Australia, all of the persons enumerated above are citizens of the
United States of America.
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Item 3. Source and Amount of Funds or Other Consideration
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NA
Item 4. Purpose of the Transaction
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As set forth below in Item 6, the Shares were purchased on March 22,
1996 in connection with the Development and License Agreement Dated March 18,
1996, effective December 27, 1995, between the Issuer and Amgen (the "License
Agreement") and pursuant to the terms of the Stock Purchase Agreement made as of
March 18, 1996 between the Issuer and Amgen (the "Stock Purchase Agreement").
Amgen has no present plan or proposal which relates to or would result
in any of the outcomes covered in subsections (a) through (j) of this Item 4.
Further, as described below in Item 6, pursuant to the standstill provisions of
the Stock Purchase Agreement, unless certain circumstances have occurred, Amgen
is restricted from participating in activities that would result in any of the
outcomes covered in subsections (a) through (j) of this Item 4.
Item 5. Interest in Securities of the Issuer
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(a) As of the date of this Schedule 13D, Amgen beneficially owns 1,000,000
shares of the Issuer's Common Stock (the "Shares") which is approximately
8.11% of the outstanding shares of the Issuer's Common Stock as identified
in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
(b) Amgen has the sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of the Shares.
(c) There were no other transactions in the Common Stock of the Issuer that
were effected during the past sixty days by Amgen.
(d) To the best knowledge of Amgen, no person other than Amgen has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the Shares.
(e) NA
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ITEM 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
License Agreement.
On March 18, 1996, Amgen and the Issuer entered into the License
Agreement, effective December 27, 1995, which agreement is incorporated by
reference hereto as Exhibit 10.1, which grants Amgen the exclusive right to
develop and commercialize compounds for the treatment of hyperparathyroidism and
indications other than osteoporosis worldwide, excluding Japan, China, Korea and
Taiwan. Separately and also on March 18, 1996, and in connection with the
License Agreement, Amgen and the Issuer entered into the Stock Purchase
Agreement, which agreement is incorporated by reference hereto as Exhibit 10.2,
pursuant to which Amgen agreed to purchase the Shares at the price of the
Issuer's Common Stock in November 1995 (when the License Agreement was
negotiated) for an aggregate purchase price of $7.5 million.
Stock Purchase Agreement.
Under the Stock Purchase Agreement, Amgen has certain rights and
restrictions with respect to both the Shares and the securities of the Issuer.
On March 20, 1996, pursuant to the Stock Purchase Agreement, the Issuer filed a
shelf registration statement on form S-3 for the exclusive use of Amgen to
register the Shares which the Issuer, pursuant to the terms of the Stock
Purchase Agreement, shall keep effective until March 22, 1999. Under such
registration statement and with the occurrence of certain circumstances, the
issuer may enforce suspension or holdback periods, which may remain in force up
to 120 days or 135 days, respectively, during which Amgen may not dispose of any
of the Shares.
Stock Purchase Agreement Standstill Provisions.
Also under the Stock Purchase Agreement, Amgen has agreed to
certain other restrictions on its actions consistent with their investment
in the Issuer. Until the earlier of (a) March 22, 2001, (b) the occurrence
of certain changes in control of the Issuer or (c) Amgen ceasing to own 5%
of the outstanding voting securities of the Issuer, Amgen and/or its
affiliates, shall not, without the prior approval of the Issuer's Board of
Directors: (i) acquire more than 20% of the total voting power of the
Issuer; (ii) solicit proxies with respect to such securities; (iii) take
actions to convene shareholders of the Issuer; (iv) propose any tender or
exchange offer for securities of the Issuer, a merger, recapitalization or
other extraordinary corporate transaction; (v) deposit Issuer securities
into a voting trust or subject the Issuer securities to voting agreements,
or grant any proxy with respect to the Issuer securities; or (vi) form,
join or participate in a group for the purpose of acquiring, holding,
voting or disposing of Issuer securities.
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The Stock Purchase Agreement also contemplated registration rights. Such
registration rights have expired.
ITEM 7. Material to be Filed as Exhibits
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Exhibit 10.1: Development and License Agreement Dated March 18, 1996 Between
NPS Pharmaceuticals, Inc. and Amgen Inc.*
Exhibit 10.2: Stock Purchase Agreement Made as of March 18, 1996 Between NPS
Pharmaceuticals, Inc. and Amgen Inc.*
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* Incorporated by reference from NPS Pharmaceuticals, Inc. Form 10-K/A
Amendment No. 2 for the fiscal year ended December 31, 1995. Such exhibits were
granted and subject to confidential treatment.
9
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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: December 22, 1998
AMGEN INC.
BY: /s/ Kathryn E. Falberg
----------------------------------
Kathryn E. Falberg
Senior Vice President, Finance
and Chief Financial Officer
10
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EXHIBIT INDEX
Exhibit Description Sequential
Number -------------- Page
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10.1 Development and License Agreement dated as of
March 18, 1996 Between NPS Pharmaceuticals,
Inc. and Amgen Inc. *
10.2 Stock Purchase Agreement made as of March 18,
1996 Between NPS Pharmaceuticals, Inc. and Amgen
Inc. *
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* Incorporated by reference from NPS Pharmaceuticals, Inc. Form 10-K/A
Amendment No. 2 for the fiscal year ended December 31, 1995.
