SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CORTECH, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.002 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
22051J 10 0
-----------------
(CUSIP Number)
William K. Hoskins, Esq.
General Counsel, Hoechst Marion Roussel, Inc.
General Counsel, HMR Pharma, Inc.
10236 Marion Park Drive
Kansas City, Missouri 64137-1405
(816) 966-4000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 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 Rule 13d-1(b)(3) or (4), check the
following box. [ ]
Page 1 of 13
Exhibit Index is at Page 8
<PAGE> 2
CUSIP No. 22051J 10 0
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Marion Roussel, Inc.
I.R.S. Identification Number 44-0565557
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds Not applicable
___________________________________________________________________________
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
___________________________________________________________________________
6) Citizenship or Place of Organization Delaware
___________________________________________________________________________
7) Sole Voting Power 2,119,333*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 2,119,333*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 2,119,333*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 11.1%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes 562,576 shares that may be acquired upon exercise of stock
purchase warrants.
<PAGE> 3
CUSIP No. 22051J 10 0
___________________________________________________________________________
1) Name of Reporting Person and its HMR Pharma, Inc.
I.R.S. Identification Number Applied for
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds Not applicable
___________________________________________________________________________
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
___________________________________________________________________________
6) Citizenship or Place of Organization Delaware
___________________________________________________________________________
7) Sole Voting Power 2,119,333*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 2,119,333*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 2,119,333*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 11.1%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Includes 562,576 shares that may be acquired upon exercise of stock
purchase warrants.
<PAGE> 4
This Statement on Schedule 13D (the "Schedule 13D") with respect to
the Common Stock of Cortech, Inc. (the "Issuer"), is filed jointly by
Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI"), and HMR
Pharma, Inc., a Delaware corporation ("Pharma"), to report the acquisition
of additional shares of such Common Stock by HMRI and the possible deemed
acquisition of indirect beneficial ownership of securities of the Issuer by
Pharma due to its acquisition of a majority beneficial ownership interest
in HMRI. HMRI has previously reported its beneficial ownership of
securities of the Issuer in a Statement on Schedule 13G dated February 10,
1993. The filing of this Statement on behalf of Pharma shall not be
construed as an admission that Pharma is, for the purposes of Section 13(d)
of the Securities Exchange Act of 1934, the beneficial owner of any
securities covered by this Statement.
ITEM 1. SECURITY AND ISSUER.
- ------- --------------------
The securities to which this Schedule relates are 2,119,333 shares
(the "Shares") of common stock, par value $.002 per share ("Common Stock"),
of Cortech, Inc., a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are at 6850 North Broadway, Unit G, Denver,
Colorado 80221.
ITEM 2. IDENTITY AND BACKGROUND.
- ------- ------------------------
(a) - (c), (f) This Schedule is filed on behalf of Hoechst Marion
Roussel, Inc., a Delaware corporation ("HMRI"), and HMR Pharma, Inc., a
Delaware corporation ("Pharma"). The principal place of business and
principal office of HMRI and Pharma are at 10236 Marion Park Drive, Kansas
City, Missouri 64137-1405. The principal business of HMRI is the
discovery, development, manufacturing, marketing, and sale of pharmaceuti-
cal compounds for the treatment of human diseases. Pharma is a holding
company for most of the U.S. pharmaceutical operations of, and a wholly
owned subsidiary of, Hoechst Aktiengesellschaft, a German corporation
("Hoechst AG"), which is a multinational pharmaceutical and chemical
company headquartered in Frankfurt, Germany. Information as to the
executive officers and directors of HMRI and Pharma is set forth in Exhibit
I hereto. Information as to the executive officers and directors of
Hoechst AG is set forth in Exhibit J hereto.
Pharma beneficially owns 98.2% of the outstanding common stock of HMRI
and is filing this Schedule solely with respect to its potential deemed
indirect ownership of HMRI's holdings of the securities.
(d) - (e) During the last five years, neither HMRI, Pharma, nor, to
their knowledge, Hoechst AG or any of the persons listed in Exhibits I or J
hereto, has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors). During the last five years, neither
HMRI nor Pharma nor, to their knowledge, Hoechst AG or any of the persons
listed in Exhibits I or J hereto, has been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction as a result
of which any of them was or is subject to a judgment, decree, or final
order enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
<PAGE> 5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------- --------------------------------------------------
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
- ------- -----------------------
From 1988 to 1992, pursuant to a Stock Purchase Agreement dated as of
February 29, 1988, between HMRI and the Issuer (the "Stock Purchase
Agreement"), HMRI acquired 1,356,757 shares of Common Stock and warrants to
purchase an additional 562,576 shares of Common Stock at prices of $4.00
per share for 393,153 shares; $4.80 per share for 94,423 shares; and $6.00
per share for 75,000 shares. The Stock Purchase Agreement was entered into
in connection with a strategic collaboration between HMRI and the Issuer
that began in 1987 pursuant to a Research Agreement and a License
Agreement, both dated June 30, 1987. Pursuant to such agreements, HMRI
provided the Issuer with certain research and development funding in
exchange for rights to develop, manufacture, and market products resulting
from such research. Under the Stock Purchase Agreement, HMRI had a right
of first offer with respect to certain rights to new products,
technologies, and therapeutic applications resulting from the Issuer's
research and development activities. Pursuant to a Buy Out Agreement dated
September 9, 1996, the Issuer purchased from HMRI, and HMRI released, the
right of first offer in exchange for 200,000 shares of Common Stock. In
December 1996, HMRI notified the Issuer of the termination of the strategic
collaboration between HMRI and the Issuer effective February 16, 1997.
Such termination also terminates the Stock Purchase Agreement.
Pharma acquired beneficial ownership of approximately 98.2% of HMRI's
outstanding capital stock from Hoechst Corporation, a Delaware corporation
and also a wholly-owned subsidiary of Hoechst AG, in a reorganization among
commonly-controlled subsidiaries of Hoechst AG culminating on December 31,
1996, which was unrelated to the Issuer. Pharma's beneficial ownership of
securities of the Issuer is solely incidental to its ownership of HMRI
securities acquired in such reorganization.
Except as set forth in this Schedule, neither HMRI, Pharma, nor
Hoechst AG has any plans or proposals that relate to or would result in any
of the events described in paragraphs (a) through (j) of this Item.
However, any of such persons may elect to acquire or dispose of securities
of the Issuer in the future, depending on its evaluation of the Issuer's
business, prospects, and financial condition, the market for the Common
Stock, other opportunities available to HMRI and its affiliates, prospects
for the businesses of HMRI and its affiliates, general economic conditions,
money and stock market conditions,and other future developments.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------- -------------------------------------
(a) The Shares represent approximately 11.1 percent of the Issuer's
Common Stock outstanding at October 31, 1996, on a fully-diluted basis.
Except as may be set forth in any subsequent amendment to this Schedule,
neither Hoechst AG nor Pharma, nor any executive officer or director of
Hoechst AG, HMRI, or Pharma, beneficially owns any of the Shares or any
other shares of Common Stock other than through their beneficial ownership,
if any, of stock of Hoechst AG, Pharma, or HMRI. Pharma, which is a
wholly-owned subsidiary of Hoechst AG, beneficially owns approximately
98.2% of the outstanding stock of HMRI. The Shares are comprised of
<PAGE> 6
1,556,757 shares of Common Stock and warrants to purchase an additional
562,576 shares of Common Stock at prices of $4.00 per share for 393,153
shares, expiring December 31, 1999; $4.80 per share for 94,423 shares,
expiring December 31, 1999; and $6.00 per share for 75,000 shares, expiring
December 31, 2002 (the "Warrants"). All of the Shares constitute
"restricted securities", although 1,356,757 shares currently are eligible
for sale without restriction pursuant to SEC Rule 144(k). HMRI has
"piggyback" registration rights with respect to the 200,000 shares acquired
under the Buy Out Agreement, and both demand and "piggyback" registration
rights with respect to the up to 562,576 shares it may acquire upon
exercise of the Warrants.
(b) HMRI has sole power to vote and to dispose of the Shares.
Neither Hoechst AG, Pharma, nor any executive officer or director of either
HMRI, Pharma, or Hoechst AG has any power to vote or to direct the vote, or
to dispose of or to direct the disposition of, the Shares except to the
extent that Hoechst AG, Pharma, or any such executive officer or director
may be deemed to have any such power by reason of such person's relation-
ship to or position with HMRI, Pharma, or Hoechst AG.
(c) On September 9, 1996, HMRI acquired 200,000 shares of Common
Stock from the Issuer in exchange for HMRI's release of its right of first
offer with respect to certain rights to new products, technologies, and
therapeutic applications resulting from the Issuer's research and
development activities.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER.
---------------------------------------------------------------
Other than the Warrants and the Buy Out Agreement, there are no
contracts, arrangements, understandings or relationships between or among
HMRI, Pharma, and/or Hoechst AG and any other person with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
Exhibit A Agreement to File Jointly dated January 9, 1997, by and
between HMRI and Pharma
Exhibit B Information concerning directors and executive officers of
HMRI and Pharma
Exhibit C Information concerning directors and executive officers of
Hoechst AG.
Exhibit D Warrant to Purchase dated June 30, 1988
Exhibit E Warrant to Purchase dated February 28, 1990
Exhibit F Warrant to Purchase dated June 30, 1992
Exhibit G Buy Out Agreement dated September 9, 1996, by and between
HMRI and the Issuer
<PAGE> 7
SIGNATURES
----------
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
HOECHST MARION ROUSSEL, INC.
Date: January 9, 1997 By: /s/ James P. Mitchum
James P. Mitchum
Vice President and
Chief Financial Officer
HMR PHARMA, INC.
Date: January 9, 1997 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President and
Assistant Secretary
<PAGE> 8
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ------------ ---------
99.A Agreement to File Jointly dated January 9, 9
1997, by and between HMRI and Pharma
99.B Information concerning directors and 10
executive officers of HMRI and Pharma
99.C Information concerning directors and 12
executive officers of Hoechst AG.
D Warrant to Purchase dated June 30, 1988
(incorporated by reference from Exhibit
10.21 to the Issuer's Annual Report on
Form 10-K for the year ended December 31,
1995)
E Warrant to Purchase dated February 28, 1990
(incorporated by reference from Exhibit
10.22 to the Issuer's Annual Report on
Form 10-K for the year ended December 31,
1995)
F Warrant to Purchase dated June 30, 1992
(incorporated by reference from Exhibit
10.52 to the Issuer's Annual Report on
Form 10-K for the year ended December 31,
1995)
G Buy Out Agreement dated September 9, 1996,
by and between HMRI and the Issuer
(incorporated by reference from Exhibit
10.54 to Amendment No. 1 to the Issuer's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996)
<PAGE> 9
EXHIBIT 99.A
AGREEMENT TO FILE JOINTLY
We, the undersigned, hereby express our agreement that the Schedule
13D to which this Agreement is appended is filed on behalf of each of us.
HOECHST MARION ROUSSEL, INC.
Date: January 9, 1997 By: /s/ James P. Mitchum
James P. Mitchum
Vice President and
Chief Financial Officer
HMR PHARMA, INC.
Date: January 9, 1997 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President and
Assistant Secretary
<PAGE> 10
Exhibit 99.B
DIRECTORS AND OFFICERS OF HOECHST MARION ROUSSEL, INC. AND HMR PHARMA, INC.
- ---------------------------------------------------------------------------
The following sets forth the name, title, business address, and
present principal occupation of each of the directors and executive
officers of HMRI and Pharma as of January 1, 1997. Each is a citizen of
the United States unless otherwise indicated.
Name Title Address
- ---- ----- -------
Peter W. Ladell Chief Operating Officer 10236 Marion Park Drive
(Citizen of Canada) of the Pharmaceutical Kansas City, MO 64137
Division of Hoechst AG;
President and Chief
Executive Officer of
HMRI; President and
Chairman of the Board
of Pharma
Alban W. Schuele Director of HMRI Hoechst AG
65926 Frankfurt Main
Germany
James P. Mitchum Vice President and 10236 Marion Park Drive
Chief Financial Kansas City, MO 64137
Officer of HMRI; Vice
President and
Director of Pharma
Kevin M. Hartley Vice President and 10236 Marion Park Drive
Treasurer of HMRI; Kansas City, MO 64137
Vice President and
Treasurer of Pharma
Richard J. Markham Chief Executive Officer Hoechst AG
of the Pharmaceutical 56926 Frankfurt Main
Divisions of Hoechst Germany
AG; Director of HMRI
Jean-Pierre Godard President of the Board Roussel Uclaf S.A.
(Citizen of France) of Roussel Uclaf and 102, route de Noisy
Director of HMRI Romainville, France
Horst Waesche Member of the Board of Hoechst AG
(Citizen of Germany) Management; Pharmaceu- 65926 Frankfurt Main
tical and Diagnostics Germany
Divisions; Schwarzkopf
of Hoechst AG and
Director of HMRI
Tommy R. White Vice President, 10236 Marion Park Drive
Human Resources and Kansas City, MO 64137
Corporate Relations
of HMRI
<PAGE> 11
Kirk R. Schueler Vice President, U. S. 10236 Marion Park Drive
Commercial Director Kansas City, MO 64137
of HMRI
Charles A. Portwood Vice President, 10236 Marion Park Drive
Operations, of HMRI Kansas City, MO 64137
William K. Hoskins Vice President, 10236 Marion Park Drive
General Counsel and Kansas City, MO 64137
Corporate Secretary
of HMRI; Vice
President and
Secretary of Pharma
Rebecca R. Tilden Vice President and 10236 Marion Park Drive
Assistant Secretary Kansas City, MO 64137
of Pharma
<PAGE> 12
EXHIBIT 99.C
DIRECTORS AND EXECUTIVE OFFICERS OF HOECHST AG.
- -----------------------------------------------
The following table sets forth the name and present principal
occupation or employment of each member of the Supervisory Board and the
Board of Management of Hoechst AG. The business address of each of them is
Hoechst AG, 65926 Frankfurt Main, Germany. Except as otherwise indicated,
all such persons are citizens of Germany and each occupation listed refers
to employment with Hoechst AG.
Name Principal Present Occupation
- ---- ----------------------------
SUPERVISORY BOARD
Prof. Dr. rer. nat. Honorary Chairman of the Supervisory Board
Dr. h.c. mult
Rolf Sammet
Erhard Bouillon Chairman of the Supervisory Board
Arnold Weber Deputy Chairman of the Supervisory Board;
Chemical & textile laboratory technician;
Chairman of the Central Works Council and the
Group Works Council of Hoechst AG
Dr.-Ing. E.h. Member of the Supervisory Board
Willi Esser Mechanic; Member of the Central Works Council
of Hoechst AG
Dietrich-Kurt Frowein Member of the Board of Management of
Commerzbank AG
Dr. jur. Dr. h.c. mult. Member of the Supervisory Board
Kurt Furgler (Citizen
of Switzerland)
Prof. Dr. rer. nat. Member of the Supervisory Board
Dr.-Ing. E.h.
Heinz Harnisch
Juergen Hilger Computer specialist, Member of the Central
Works Council and the Group Works Council of
Hoechst AG
Dr. rer. nat. Graduate Chemist; Chairman of
Ingolf Hornke the Senior Executives' Committee of
Hoechst AG
Khaled. Saleh Buhamrah Chairman & Managing Director of Petrochemical
(Citizen of Kuwait) Industries Co., Kuwait
Hermann-Heinz Konrad Graduate Engineer; Deputy Chairman of the
Senior Executives' Committee of Hoechst AG
Rainer Kumlehn Electrician; Regional Head of the IG Chemie-
Papier-Keramik Hessen
<PAGE> 13
Prof. Dr. rer. nat. President, Max-Planck-Gesellschaft, Munich
Dr. rer. nat. h.c.
Hubert Markl
Juergen Sarrazin Chairman of the Board of Managing Directors
of Dresdner Bank AG
Egon Schaefer Electrician; Deputy Chairman of IG Chemie-
Papier-Keramik
Dr. jur. Chairman of the Board of Management of
Hans-Juergen Schinzler Muenchner Rueckversicherungs-Gesellschaft
Konrad Starnecker Skilled Chemical Plant Operative; Member of
the Central Works Council of Hoechst AG
Wolfgang Vetter Fitter; Member of the Central Works
Council of Hoechst AG
Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc.
Adam Wegehingel Machinist; Member of the Council of the
Gersthofen of Hoechst AG
BOARD OF MANAGEMENT
- -------------------
Juergen Dormann Chairman of the Board of Management
Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals,
(United States Citizen) Specialty Chemicals, Technical Polymers
Divisions
Prof. Dr. rer. nat. Member of the Board of Management;
Utz-Hellmuth Felcht Director of Personnel; Research; Herberts,
SGL Carbon, Hoechst CeramTec
Dipl. -Kfm. Member of the Board of Management;
Justus Mische Europe, Africa; Materials Management
Dr. -Ing. Member of the Board of Management; Messer
Ernst Schadow Griesheim, Uhde; Engineering and
Environmental Protection; Hoechst Site
Dr. Klaus J. Schmieder Member of the Board of Management
Dr. rer. nat. Member of the Board of Management;
Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions;
Schwarzkopf
Claudio Sonder Member of the Board of Management; Member of
(Citizen of Brazil) the Supervisory Board of Hoechst Schering
AgrEvo GmbH; and Chairman of the Supervisory
Board of Hoechst do Brasil, San Paulo
Dipl.-Ing. Member of the Board of Management; Asia;
Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and
Communication
