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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Crescendo Pharmaceuticals Corporation
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(Name of Issuer)
Class A Common Stock, Par Value $0.01
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(Title of Class of Securities)
225637 10 7
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CUSIP Number
Peter D. Staple, Esq.
ALZA Corporation
1900 Charleston Road, P.O. Box 7210
Mountain View, California 94039-7210
(650) 564-5000
With a copy to:
Alan Jacobs, Esq.
Heller Ehrman White & McAuliffe LLP
4250 Executive Square, 7th Floor
La Jolla, California 92037-9103
(858) 450-8400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 2000
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(Date of Event which requires Filing of this statement)
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* 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 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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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: [_].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
Page 2 of 13 Pages
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CUSIP No. 225637 10 7 13D Page 3 of 13 Pages
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1 Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
ALZA Corporation
I.R.S. Identification No. 77-0142070
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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*
00
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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
Delaware
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NUMBER OF 7 Sole voting power
SHARES 0
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BENEFICIALLY 8 Shared voting power
OWNED BY 4,853,509 Shares of Class A Common Stock
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EACH 9 Sole dispositive power
REPORTING 0
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PERSON WITH 10 Shared dispositive power
4,853,509 Shares of Class A Common Stock
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11 Aggregate amount beneficially owned by each reporting person
4,853,509 Shares of Class A Common Stock (See Response to
Item 3)
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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)
100% (See Response to Item 3)
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14 Type of reporting person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
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This statement constitutes Amendment No. 1 to the Statement on Schedule
13D, dated September 18, 1997, relating to shares of Class A Common Stock, par
value $0.01 per share (the "Class A Shares") of Crescendo Pharmaceuticals
Corporation, a Delaware corporation ("Crescendo"). The principal executive
office of Crescendo is located at 2000 Charleston Road, Suite 300, Mountain
View, CA 94043. Unless otherwise indicated, all capitalized terms not otherwise
defined herein shall have the same meanings as those set forth in the initial
Schedule 13D.
The exact title of the class of security which is the subject of this
filing is Class A Common Stock, par value $0.01, of Crescendo.
Item 2. Identity and Background.
-----------------------
The reporting person, ALZA Corporation ("ALZA"), a Delaware corporation, is
filing this Amendment No. 1 on Schedule 13D because, on September 29, 2000, it
exercised a Purchase Option (the "Purchase Option") to acquire all of the
outstanding Class A Shares of Crescendo. The Purchase Option was granted to ALZA
pursuant to Crescendo's Restated Certificate of Incorporation, as filed with the
Secretary of State for the State of Delaware on September 4, 1997 (the "Restated
Certificate"), on the terms and subject to the conditions set forth in the
Restated Certificate.
This filing is being made by ALZA. Its principal business is
pharmaceutical research and development and the commercialization of
pharmaceutical products. The address of its principal executive offices is 1900
Charleston Road, Mountain View, CA 94043.
(i) During the last five years, ALZA has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, ALZA has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in a judgment by
decree or final order enjoining further violations of, or prohibiting
activities, subject to, federal or state securities laws or finding any
violation of such laws.
(ii) The following information is given with respect to the executive
officers and directors of ALZA:
(a) Dr. Ernest Mario, Chairman and Chief Executive Officer
Page 4 of 13 Pages
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Business Address:
----------------
1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Chief Executive Officer of ALZA
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Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
--------------------------------
Citizenship: United States
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(b) James R. Butler, Group Vice President, ALZA International
Business Address:
----------------
1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Group Vice President, ALZA International
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Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(c) Bruce C. Cozadd, Executive Vice President and Chief Operating
Officer
Business Address:
----------------
1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Executive Vice President and Chief
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Operating Officer of ALZA
Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(d) Harold E. Fethe, Senior Vice President, Human Resources
Business Address:
----------------
1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Senior Vice President, Human Resources, of
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ALZA
Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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Page 5 of 13 Pages
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(e) Matthew K. Fust, Senior Vice President and Chief Financial
Officer
Business Address:
----------------
1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Senior Vice President and Chief Financial
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Officer of ALZA
Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(f) Dr. Ronald P. Haak, Senior Vice President, Technology
Development and Principal Scientist
Business Address:
----------------
1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Senior Vice President, Technology
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Development and Principal Scientist of ALZA
Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(g) Robert M. Myers, Senior Vice President, Commercial Development
Business Address:
----------------
1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Senior Vice President, Commercial
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Development of ALZA
Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(h) Dr. Samuel R. Saks, Group Vice President, ALZA Pharmaceuticals
Business Address:
----------------
1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Group Vice President, ALZA
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Pharmaceuticals
Page 6 of 13 Pages
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Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(i) Peter D. Staple, Executive Vice President, Chief
Administrative Officer and General Counsel
Business Address:
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1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Executive Vice President, Chief
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Administrative Officer and General Counsel of ALZA
Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(j) Daniel N. Swisher, Jr., Senior Vice President, Sales and
Marketing
Business Address:
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1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Senior Vice President, Sales and
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Marketing, of ALZA
Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(k) Janne Wissel, Senior Vice President, Operations
Business Address:
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1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Senior Vice President, Operations, of ALZA
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Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(l) William R. Brody, M.D., Ph.D., Director
Business Address:
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1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Page 7 of 13 Pages
<PAGE>
Principal Occupation: President of The Johns Hopkins
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University, a healthcare and educational institution
Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(m) Robert J. Glaser, M.D., Director
Business Address:
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1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Director (retired) for Medical Science and
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Trustee, Lucille P. Markey Charitable Trust, a philanthropic
foundation supporting basic biomedical research
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Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(n) Dean O. Morton, Director
Business Address:
----------------
1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Executive Vice President and Chief
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Operating Officer (Retired), Hewlett-Packard Corporation, an
electronics company
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Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
--------------------------------
Citizenship: United States
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(o) Denise M. O'Leary, Director
Business Address:
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1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Private investor
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Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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Page 8 of 13 Pages
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(p) Isaac Stein, Director
Business Address:
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1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: President, Waverley Associates, Inc., a
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private investment company
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Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(q) Julian N. Stern, Director
Business Address:
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1900 Charleston Road, P.O. Box 7210
Mountain View, CA 94039-7210
Principal Occupation: Partner, Heller Ehrman White & McAuliffe
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LLP, a law firm
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Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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(r) Dr. I. Craig Henderson, Senior Medical Advisor and Director
Business Address:
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1900 Charleston Road, P.O. Box 7210
Mountain View, California 94039-7210
Principal Occupation: Senior Medical Advisor of ALZA
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Criminal Convictions During Preceding Five Years: None
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Judgments, Decrees or Orders Under Federal or State Securities
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Laws During Preceding Five Years: None
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Citizenship: United States
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Page 9 of 13 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
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The total consideration for the purchase by ALZA of the Class A Shares is
$100 million. The source of these funds is ALZA's cash, cash equivalents and
marketable securities.
Item 4. Purpose of Transaction.
----------------------
The purpose of this transaction is to acquire the rights to all products
and product candidates developed or under development by ALZA and Crescendo
pursuant to the Development Agreement, dated September 5, 1997, between ALZA and
Crescendo, without incurring ongoing royalty obligations to Crescendo. The ALZA
directors determined that exercise of the Purchase Option at this time is in
the best interests of ALZA and its stockholders. ALZA will replace Crescendo's
directors with employees of ALZA. The transaction reported herein will cause
Crescendo to become a wholly-owned subsidiary of ALZA. Crescendo will be de-
listed from the Nasdaq National Market and will have its public reporting
obligations suspended.
Item 5. Interest in Securities of the Issuer.
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(a) On September 29, 2000, ALZA exercised the Purchase Option to acquire
all Crescendo Class A Common Shares that will be issued and outstanding on
November 13, 2000 (the "Closing Date"). As of September 29, 2000 there were
4,853,509 Class A Common Shares of Crescendo issued and outstanding. There are
also outstanding stock options exercisable for an additional 80,000 Class A
Shares prior to the Closing Date. ALZA currently owns 1000 shares of Class B
Common Stock of Crescendo. As of September 29, 2000, no shares of Class A Common
Stock of Crescendo are beneficially owned by any other person named in Item 2
except as set out on the following table. Each of the persons listed below holds
less than 0.1 percent of the shares of Crescendo Class A Common Stock
outstanding on such date.
<TABLE>
<CAPTION>
Sole Power to Shared Power to
Name Vote and Dispose Vote and Dispose
---- ---------------- ------------------
<S> <C> <C>
James R. Butler 100 0
Bruce C. Cozadd 135 0
Harold E. Fethe 200 0
Matthew K. Fust 31 0
Ronald P. Haak 79 0
Dean O. Morton 1000 0
Robert M. Myers 10 0
Dr. Samuel R. Saks 312(1) 0
Peter D. Staple 86 0
Isaac Stein 580 0
Julian N. Stern 4696 0
Daniel N. Swisher, Jr. 36 0
Janne Wissel 336 0
</TABLE>
(1) Shares indicated are subject to restrictions on disposition which lapse on
January 17, 2001.
Page 10 of 13 Pages
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
</TABLE>
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To the best of ALZA's knowledge, there have been no transactions in the Class A
Shares by the above persons during the past 60 days.
(b) As above.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
---------------------------
Article FIFTH of the Restated Certificate provides ALZA with the Purchase
Option. The Purchase Option provides that ALZA may purchase all, but not less
than all, of the issued and outstanding Class A Shares at any time prior to the
earlier of: (i) 60 days after Crescendo provides ALZA with a statement that, as
of the end of any calendar month, there are less than $2.5 million of Available
Funds (as defined in the Restated Certificate) remaining after expenditures
pursuant to the Development Agreement, accompanied by a report of Crescendo's
independent auditors stating that nothing has come to their attention indicating
that there are $2.5 million or more of Available Funds remaining at that date;
or (ii) January 31, 2002 (subject to certain extension rights). ALZA may
exercise the Purchase Option at any time prior to such expiration date by
mailing an exercise notice to Crescendo. This exercise notice must identify
certain information, including a closing date for the purchase and the exercise
price and form of consideration to be paid to Crescendo stockholders. The
Closing Date must be within 60 days of the exercise date but may be extended by
ALZA in certain circumstances outlined in the Restated Certificate as necessary
to obtain governmental consents to the stock purchase. ALZA exercised the
Purchase Option by providing the foregoing exercise notice to Crescendo on
September 29, 2000. The Closing Date can be extended as set forth above.
From the date of exercise of the Purchase Option until the Closing Date,
Crescendo is prohibited by the terms of the Restated Certificate from engaging
in any extraordinary corporate activity without the prior written consent of
ALZA.
Article FOURTH of the Restated Certificate provides that as soon as ALZA
exercises the Purchase Option, Crescendo's board shall cease to be classified,
the number
Page 11 of 13 Pages
<PAGE>
of authorized Crescendo directors shall be increased in accordance with a
formula set forth in the Restated Certificate and the holders of Crescendo's
Class B Common Stock (currently ALZA) shall have the sole right to appoint the
directors thereafter.
Within 15 business days after the mailing of the exercise notice to
Crescendo, Crescendo must provide ALZA with a status statement containing
certain financial information. This financial information includes all actual
and contingent liabilities of Crescendo. ALZA then may reduce the exercise price
by the amount of such liabilities. It is not anticipated that any reduction will
occur in the current circumstances of this transaction.
ALZA must designate a payment agent who will distribute the exercise price
to the Crescendo stockholders. ALZA must also deposit both the exercise price,
and irrevocable instructions to pay the exercise price to Crescendo stockholders
of record as of the close of business on the Closing Date, with the payment
agent on or prior to the Closing Date. ALZA has designated Fleet National Bank
as payment agent (the "Payment Agent").
On the Closing Date, title to the Class A Shares will automatically
transfer to and vest in ALZA without further act of any person. Registered
stockholders who hold physical stock certificates must submit their certificates
to the Payment Agent in order to receive the pro rata exercise price, whereas
registered stockholders who hold their shares in book entry form will
automatically receive payment by check. Stockholders who hold their shares in a
brokerage account will have the relevant account automatically credited by the
broker.
Item 7. Exhibits.
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7.1 Restated Certificate of Incorporation of Crescendo Pharmaceuticals
Corporation as filed with the Delaware Secretary of State on September 4, 1997
(incorporated by reference from Exhibit 7.2 of the Schedule 13D filed by ALZA
Corporation on September 29, 1997)
Page 12 of 13 Pages
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SIGNATURE
After due 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.
October 4, 2000 ALZA CORPORATION
/s/ Peter D. Staple
BY: __________________________
Peter D. Staple,
Executive Vice President,
Chief Administrative Officer
and General Counsel
Page 13 of 13 Pages
