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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CYPRESS BIOSCIENCE, INC.
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(NAME OF THE ISSUER)
COMMON STOCK, $.02 PAR VALUE PER SHARE
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(TITLE OF CLASS OF SECURITIES)
232674101
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(CUSIP NUMBER)
JAY D. KRANZLER
4350 EXECUTIVE DRIVE, SUITE 325
SAN DIEGO, CA 92121
(619) 452-2323
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 31, 1997
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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 |_|.
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).
(Continued on following pages)
(Page 1 of 6 pages)
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13D
CUSIP NO. 232674101 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAY D. KRANZLER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
N/A (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER
OF
2,243,243
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 220,244
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BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 2,243,243
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
220,244
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,463,487
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)EXCLUDES CERTAIN SHARES
N/A |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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14 TYPE OF REPORTING PERSON
IN
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* Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as
amended.
(Page 2 of 6 pages)
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ITEM 1. SECURITY AND THE ISSUER
(a) TITLE OF SECURITY:
Common Stock, $.02 par value per share.
(b) NAME OF THE ISSUER:
Cypress Bioscience, Inc., a Delaware corporation.
(c) THE ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
4350 Executive Drive, Suite 325
San Diego, CA 92121
Description of Business:
The Issuer researches, develops, manufactures and markets
medical devices and therapeutics for the treatment of certain
types of immune system disorders and is engaged in the
development of novel therapeutic agents for the treatment of
blood platelet disorders.
ITEM 2. IDENTITY AND BACKGROUND
(a) NAME OF THE REPORTING PERSON:
Jay D. Kranzler
(b) BUSINESS ADDRESS:
4350 Executive Drive, Suite 325
San Diego, CA 92121
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED:
Vice Chairman of the Board, Chief Executive Officer and Chief
Financial Officer of the Issuer.
(d) CONVICTIONS IN CRIMINAL PROCEEDINGS SINCE FEBRUARY 17, 1993:
None.
(Page 3 of 6 pages)
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(e) JUDGMENTS FOR VIOLATIONS OF SECURITIES LAWS SINCE FEBRUARY 17,
1993:
None.
(f) UNITED STATES
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the 2,463,487 shares reported as beneficially held, (i) 2,233,243
are represented by vested options to purchase such number of shares of
Issuer's Common Stock granted to the Reporting Person pursuant to his
employment agreement with the Issuer, (ii) 10,000 shares were purchased
in open market transactions by the Reporting Person, and (iii) 220,244
shares are held in the Issuer's 401(k) Plan, of which the Reporting
Person is a co-trustee.
ITEM 4. PURPOSE OF THE TRANSACTION
N/A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Beneficial Ownership: 2,463,487
Percentage Ownership: 6.4%*
(b) Sole Voting Power: 2,243,243
Shared Voting Power: 220,244(1)
Sole Dispositive Power: 2,243,243
Shared Dispositive Power: 220,244(1)
(c) Recent Transactions: None.
(d) Right to Receive Dividends: Reporting Person has
exclusive right.
(e) Ownership below 5%: Not applicable.
(1) Represents 220,244 shares of Common Stock held in the Issuer's 401(k)
Plan, of which the Reporting Person is the co-trustee and shares voting
and dispositive power with respect to such shares with the other
co-trustee.
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* Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as
amended.
(Page 4 of 6 pages)
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Reporting Person and Issuer are parties to that certain Employment
Agreement filed as Exhibit 10.8 to Issuer's Annual Report on Form 10-K
for the year ended December 31, 1995, which employment agreement is
incorporated herein by this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
(Page 5 of 6 pages)
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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.
February 17, 1998
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(Date)
/s/ Jay D. Kranzler
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Jay D. Kranzler
(Page 6 of 6 pages)
