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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. )*
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Alkermes, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
01642T108
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(CUSIP Number)
Carol A. Gamble, Vice President and Associate General Counsel
ALZA Corporation, 950 Page Mill Road, P.O. Box 10950,
Palo Alto, California 94303-0802
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Agreement to Purchase Common Stock 02/13/97
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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(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
CUSIP No. 01642T108 Page 2 of 4
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
ALZA Corporation
I.R.S. Identification No.: 77-0142070
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
Not applicable.
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned Two million shares
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
None
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(9) Sole Dispositive Power
Two million shares
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(10) Shared Dispositive Power
None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Two million shares
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
Not applicable.
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(13) Percent of Class Represented by Amount in Row (11)
Approximately 9.7%
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(14) Type of Reporting Person*
CO
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Page 3 of 4
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of Common Stock of Alkermes, Inc.
("Alkermes"), 64 Sidney Street, Cambridge, MA 02139.
ITEM 2. IDENTITY AND BACKGROUND
The reporting person, ALZA Corporation ("ALZA"), incorporated in
Delaware, is a pharmaceutical company. The address of its principal office
and place of business is 950 Page Mill Road, P.O. Box 10950, Palo Alto,
California 94303-0802.
During the last five years, ALZA has not been convicted in a criminal
proceeding.
During the last five years, ALZA has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which it is subject to any 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Working capital.
ITEM 4. PURPOSE OF TRANSACTION
ALZA is purchasing the shares as an investment. ALZA currently has no
plans or proposals related to any matters described in this Item; however,
ALZA reserves the right to develop such plans or proposals.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) ALZA currently owns no shares of Alkermes. Pursuant to a Stock
Purchase Agreement between ALZA and Alkermes dated as of February 13, 1997.
ALZA will purchase two million shares of Alkermes Common Stock (approximately
9.7% of the class), after the applicable Hart-Scott Rodino waiting period.
The purchase price is $25 per share.
(b) Sole voting power - two million shares;
shared voting power - zero
sole power to dispose - two million shares
shared power to dispose - zero
(c) See paragraph 5(a) above.
(d) None.
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Page 4 of 4
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
By: /s/ Carol A. Gamble
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Carol A. Gamble
Vice President and Associate
General Counsel
February 21, 1997
