<PAGE> 1
-------------------------------
OMB APPROVAL
-------------------------------
OMB NUMBER 3235-0145
EXPIRES: OCTOBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE......14.90
-------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CV Therapeutics, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
126667104
- --------------------------------------------------------------------------------
(CUSIP Number)
Michael J. Astrue Copy to: Jonathan L. Kravetz, Esq.
Vice President & General Counsel Mintz, Levin, Cohn, Ferris,
Biogen, Inc. Glovsky & Popeo, P.C.
14 Cambridge Center One Financial Center
Cambridge, MA 02142 Boston, MA 02111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 10, 1997
- --------------------------------------------------------------------------------
(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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for the 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 the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 9 pages
<PAGE> 2
SCHEDULE 13D
============================== =============================
CUSIP NO. 126667104 13D PAGE 2 OF 9 PAGES
-------------- ----- -----
============================== =============================
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BIOGEN, INC. 043002117
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
NOT APPLICABLE. (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 669,857
SHARES
---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 669,857
REPORTING
---------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER -0-
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
669,857
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.73%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
Item 1. Security and Issuer
-------------------
Class of Securities: Common Stock, $.001 per share
Issuer: CV Therapeutics, Inc. ("CVT"), 3172 Porter Drive, Palo Alto,
CA 94304
Item 2. Identity and Background
-----------------------
(a) Reporting Person: Biogen, Inc. ("Biogen")
(b) Place of Organization: Massachusetts
(c) Principal Business: Biogen is a biopharmaceutical company
principally engaged in developing and manufacturing drugs for
human healthcare through genetic engineering.
(d) Principal Business Address: 14 Cambridge Center, Cambridge, MA
02142
(e) Principal Office Address: Same as above.
(f) Criminal Convictions: None.
(g) Civil Adjudication of Violation of Securities Laws: None.
Attached hereto as Exhibit A is a list of Biogen's executive officers
and directors as required by Instruction C to Schedule 13D
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Pursuant to the Common Stock Purchase Agreement between Biotech
Manufacturing Ltd. ("Biotech"), a wholly-owned subsidiary of Biogen,
and CVT dated as of March 7, 1997 (the "Agreement"), Biotech purchased
669,857 shares (the"Shares") of common stock, $.001 par value (the
"Common Stock"), of CVT. The source of the $7,000,000 used for the
purchase was Biotech's working capital.
Item 4. Purpose of Transaction
----------------------
For investment purposes.
(a) Pursuant to the Agreement, Biogen may become the beneficial owner
of additional shares of the Common Stock of CVT, as described below:
(1) Under certain circumstances, as described in Sections 3.01
and 3.02 of the Agreement, hereby incorporated by reference, Biotech
may become obligated, during the two years from the signing of the
Agreement, to purchase additional shares of CVT Common Stock.
Page 3 of 9 pages
<PAGE> 4
(2) Fifteen days after the date on which Biotech gives notice to
CVT of its decision to commence a Phase III clinical study (the
"Clinical Study") of a certain CVT product, or otherwise becomes
obligated to purchase equity in CVT in connection with the Clinical
Study, as provided in a research collaboration and license agreement
between Biotech and CVT (the "BML Collaboration Agreement"), Biotech
shall become obligated to purchase an additional specified amount of
Common Stock.
In accordance with Section 3 of the Research Collaboration and License
Agreement between Biogen and CVT (the "Biogen Agreement"), Biogen
shall make additional funds available to CVT. CVT has the option to
repay certain portions of the funds borrowed in cash or CVT Common
Stock, registered for resale and priced at its then fair market value.
Biotech shall in no event be required to purchase shares of the Common
Stock if, after giving effect to such purchase, the number of shares
of Common Stock purchased would exceed 19.9% of the amount of the then
outstanding shares of the Common Stock.
Except as described in this Item 4, Biogen does not have any plan or
proposal relating to, or which would result in, any of the events
described in (a) to (j) of the instructions to Item 4.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) Beneficial Ownership by Biogen: Aggregate number of shares:
669,857
Percentage: 9.73%
To the best knowledge of the undersigned, except for those owned by
Biogen, no shares of the common stock of CVT are owned by any of the
Page 4 of 9 pages
<PAGE> 5
parties listed in Item 2 above.
Number of Shares
----------------
(b) Sole Voting Power: 669,857
Shared Voting Power: -0-
Sole Dispositive Power: 669,857
Shared Dispositive Power: -0-
(c), (d) and (e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer
---------------------------
Under the Agreement, Biotech and CVT have agreed as follows:
Neither Biotech nor any of its affiliates, during the period
commencing on March 7, 1997 and ending on the third anniversary on
which the BML Collaboration Agreement ceases to be in full force and
effect, will acquire or offer or propose to acquire any shares of the
Common Stock or any securities convertible into, exchangeable for or
exercisable for the Common Stock (the "Voting Securities") which, when
taken together with any Voting Securities then owned by Biotech and
its affiliates, would, in the aggregate, exceed an amount equal to 15%
of CVT's then outstanding Voting Securities, unless specifically
invited to do so by the Board of Directors of CVT. This provision
shall not prevent Biotech from acquiring Common Stock as a result of
the provisions of Article III of the Agreement or acquiring Voting
Securities as a result of the repayment, in whole or in part, of funds
borrowed pursuant to the Biogen Agreement, as described in Item 4
above.
Section 3.04 of the Agreement, hereby incorporated by reference,
contains the "standstill restrictions" described in Item 4 above.
Neither Biotech nor any of its affiliates, until the second
anniversary of any closing contemplated in the Agreement and described
in Item 4 above, will sell, solicit an offer to sell or propose to
sell any shares of the Common Stock purchased at such closing except
as follows: Biotech may transfer shares of the Common Stock to any of
its affiliates; Biotech shall be permitted to sell or otherwise
dispose of such minimum number of shares of the Common Stock to reduce
its ownership to 19.9% of CVT's outstanding Common Stock; Biotech may
sell its shares pursuant to a tender offer or exchange offer for all
outstanding shares of the Common Stock approved by CVT's Board of
Directors; Biotech may sell all or any part of the shares of the
Common Stock owned by Biotech
Page 5 of 9 pages
<PAGE> 6
or any of its affiliates pursuant to registration rights as further
described in Section 7.02 of the Agreement hereby incorporated by
reference.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A: Directors and Executive Officers of Biogen.
Exhibit B: Common Stock Purchase Agreement Between CV Therapeutics,
Inc. and Biotech Manufacturing Ltd. dated as of March 7, 1997,
incorporated by reference to Exhibit 10.42 of the quarterly report on
Form 10-Q for the quarter ended March 31, 1997 of CV Therapeutics,
Inc. filed with the Securities and Exchange Commission on May 15,
1997 (SEC File No. 000-21643)
Page 6 of 9 pages
<PAGE> 7
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.
BIOGEN, INC.
Date: June 23, 1997 BY: /s/ Michael J. Astrue
-------------------------------
NAME/TITLE
Vice President -General Counsel
Page 7 of 9 pages
<PAGE> 1
<TABLE>
EXHIBIT 99.A
------------
<CAPTION>
Directors and Executive Officers of Biogen, Inc.
------------------------------------------------
Name Business Address Title
- ---- ---------------- -----
<S> <C> <C>
James L. Vincent Biogen, Inc. Chairman of the Board of Directors
14 Cambridge Center
Cambridge, MA 02142
James R. Tobin Same as above Director, President and Chief
Executive Officer
Burt A. Adelman Same as above Vice President - Development
Operations
Michael J. Astrue Same as above Vice President - General Counsel,
Secretary and Clerk
Frank A. Burke, Jr. Same as above Vice President - Human Resources
Lawrence S. Daniels Same as above Vice President - Strategic Planning
Joseph M. Davie Same as above Vice President - Research
David C. Dlesk Same as above Vice President - Operations
Irving H. Fox Same as above Vice President - Medical Affairs
Timothy M. Kish Same as above Vice President - Finance, Chief
Financial Officer and Treasurer
Mark W. Leuchtenberger Same as above Vice President - Marketing and
Sales
James C. Mullen Same as above Vice President - International
David D. Pendergast Same as above Vice President - QA\QC
</TABLE>
Page 8 of 9 pages
<PAGE> 2
EXHIBIT 99.A (CONT.)
<TABLE>
Directors and Executive Officers of Biogen, Inc.
------------------------------------------------
<CAPTION>
Name Business Address Title
- ---- ---------------- -----
<S> <C> <C>
Alexander Bearn Same as above Director
Harold W. Buirkle Same as above Director
Alan Belzer Same as above Director
Thomas F. Keller Same as above Director
Roger H. Morley Same as above Director
Kenneth Murray Same as above Director
Phillip A. Sharp Same as above Director
James W. Stevens Same as above Director
</TABLE>
Page 9 of 9 pages
