UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GENSIA SICOR INC.
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- -----------------------------------------------------------------------------
(Title of Class of Securities)
372450 10 6
(CUSIP Number)
---------------------------
Carlo Salvi
SICOR-Societa Italiana Corticosteroidi S.p.A.
Via Terrazzano 77
20017 Rho, Milan
Italy
011-39-2-930-3981
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Alan Klein
Simpson Thacher & Bartlett
99 Bishopsgate
London EC2M 3YH, England
011-44-171-422-4000
May 19, 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 |_|.
Check the following box if a fee is being paid with the statement |_|. (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.
<PAGE>
* 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).
<PAGE>
CUSIP No. 372450 10 6 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAKEPOLL FINANCE N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
JOINT FILING
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NETHERLANDS ANTILLES
7 SOLE VOTING POWER
NUMBER OF
SHARES 29,500,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING NONE
PERSON
WITH 9 SOLE DISPOSITIVE POWER
29,500,000
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 372450 10 6 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KARBONA INDUSTRIES LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
JOINT FILING
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BAHAMAS
7 SOLE VOTING POWER
NUMBER OF
SHARES 29,500,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING NONE
PERSON
WITH 9 SOLE DISPOSITIVE POWER
29,500,000
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON
HC
<PAGE>
CUSIP No. 372450 10 6 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CARLO SALVI
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
JOINT FILING
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
7 SOLE VOTING POWER
NUMBER OF
SHARES 30,090,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING NONE
PERSON
WITH 9 SOLE DISPOSITIVE POWER
30,090,000
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,090,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Items 3, 4, 5, 6 and 7 of the statement on Schedule 13D filed
jointly on March 10, 1997 (as amended from time to time, this "Schedule 13D")
pursuant to Rule 13d-1 promulgated under Section 13(d) of the Securities
Exchange Act of 1934 by Rakepoll Finance N.V., Karbona Industries Ltd. and
Carlo Salvi are hereby amended by adding to such items the information set
forth below. Unless stated otherwise, capitalized terms have the meanings
previously set forth in this Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
On March 31, 1997, in a private placement (the "Private Placement")
by the Company pursuant to a Unit Purchase Agreement, dated as of March 27,
1997, among the Company and certain accredited investors, including Salvi
(the "Unit Purchase Agreement"), Salvi personally acquired 100,000 Units for
a purchase price of $4.1875 per Unit in cash. Each Unit consists of one
share of Common Stock and a warrant to purchase one-half share of Common
Stock (at a per share exercise price of $4.1875) for each share of Common
Stock purchased by Salvi in the Private Placement and held by him until
December 31, 1997.
A copy of the Unit Purchase Agreement is incorporated by reference
as an exhibit to this Schedule 13D and the descriptions of the terms of such
agreement and the Units contained in this Item 3 are qualified in their
entirety by reference to such exhibit.
Item 4. Purpose of Transaction.
In connection with the investment in the Company by Health Care
Capital Partners L.P. ("HCCP"), pursuant to the Securities Purchase
Agreement, dated as of May 1, 1997, between HCCP and the Company (the "HCCP
Agreement"), the Company and Rakepoll Finance entered into Amendment No. 3,
dated as of May 19, 1997 ("Amendment No. 3"), to the Shareholder's Agreement
in order to amend certain terms of the Shareholder's Agreement governing
Rakepoll Finance's investment in the Company.
Pursuant to Amendment No. 3, the period during which Rakepoll
Finance is prohibited under the Shareholder's Agreement, subject to certain
exceptions previously described in this Schedule 13D, from (i) disposing of
any shares of Common Stock (and from permitting any affiliate thereof to do
so) and (ii) disposing of any shares of the capital stock of any subsidiary
thereof that owns shares of Common Stock is extended from a period of twelve
months to a period of eighteen months after the Closing Date.
<PAGE>
In addition, the period during which the Initiating Holders may
request that the Company file a registration statement under the Act covering
the registration of the Registrable Securities is also extended by such
Amendment No. 3 from a period of twelve months to a period of eighteen months
after the Closing Date.
As an inducement for HCCP to enter into the Securities Purchase
Agreement, Rakepoll Finance also entered into a Letter Agreement, dated as of
May 1, 1997, with HCCP (the "Rakepoll Finance Letter Agreement") pursuant to
which it agreed that it would cause its designees on the Board to vote as
necessary in order to cause the election to the Board of one HCCP designee on
the closing date of the Securities Purchase Agreement (the "HCCP Closing
Date"). On May 19, 1997, the HCCP Closing Date, Carlos Ferrer, a member of
Ferrer Freeman Thompson and Co. LLC, the general partner of HCCP, was elected
to the Board as HCCP's designee.
Thereafter, pursuant to the Rakepoll Finance Letter Agreement,
Rakepoll Finance also agreed that it and its affiliates would vote all of
their Common Stock in any election of directors of the Company in favour of
one director designated by HCCP so long as HCCP and/or its affiliates and
affiliates of its general partner continue to hold at least $10,000,000 in
aggregate liquidation value or stated value of the Company's 2.675%
Subordinated Convertible Notes due May 1, 2004 or Series A Convertible
Preferred Stock.
In addition, as an inducement to Rakepoll Finance to consent to
certain actions contemplated by the Securities Purchase Agreement, HCCP also
entered into a Letter Agreement, dated as of May 1, 1997, with Rakepoll
Finance (the "HCCP Letter Agreement") pursuant to which it agreed that it
would cause its designees on the Board to vote as necessary in order to cause
the election to the Board of the Investor Directors.
A copy of each of Amendment No. 3, the Rakepoll Finance Letter
Agreement and the HCCP Letter Agreement is attached as an exhibit to this
Schedule 13D and the descriptions of the terms of such amendment and
agreements contained in this Item 4 are qualified in their entirety by
reference to such exhibits.
Except as discussed in this Schedule 13D, none of the Reporting
Persons has any present plans or proposals that relate to or that could
result in any of the actions specified in clauses (a) through (j) of Item 4
of Schedule 13D. Each of the Reporting Persons reserves the right, either
individually or in any combination thereof or together with one or more other
shareholders of the Company, at any time, to reconsider and change its plans
or proposals relating to the foregoing depending upon the circumstances
prevailing at such time.
Item 5. Interest in Securities of the Issuer.
According to the Company's quarterly report on Form 10-Q for the
period ended March 31, 1997, the Company had 74,338,932 shares of Common
Stock outstanding on such date. The Common Stock ownership percentages set
forth below are based on that number of shares of Common Stock outstanding.
(a) Under the definition of "beneficial ownership" set forth in
Rule 13d-3 under the Exchange Act by virtue of the consummation of the Stock
Exchange, each of the Reporting Persons may be deemed to beneficially own,
<PAGE>
either directly or indirectly, 29,500,000 shares of Common Stock,
representing approximately 39.7% of Common Stock outstanding.
Further, Salvi, pursuant to the Unit Purchase Agreement, has
personally acquired 100,000 additional shares of Common Stock and certain
other of his wholly-owned companies have acquired a total of 490,000
additional shares of Common Stock in prior transactions. As a result, under
the definition of "beneficial ownership" set forth in Rule 13d-3 under the
Exchange Act, Salvi may be deemed to indirectly beneficially own an
additional 590,000 shares of Common Stock. Taking account of such additional
shares of Common Stock, Salvi may be deemed to beneficially own a total of
30,090,000 shares of Common Stock, representing approximately 40.5% of Common
Stock outstanding.
(b) Each of Rakepoll Finance and Karbona may be deemed to have
sole voting and dispositive power with respect to 29,500,000 shares of Common
Stock. There are no shares of Common Stock with respect to which either
Rakepoll Finance or Karbona shares voting or dispositive power. Salvi may be
deemed to have sole voting and dispositive power with respect to 30,090,000
shares of Common Stock. There are no shares of Common Stock with respect to
which Salvi shares voting or dispositive power.
(c) Except as set forth elsewhere herein, none of the Reporting
Persons and, to the best knowledge of the Reporting Persons, no other person
described in Item 2 of this Schedule 13D has engaged in any transaction
during the past 60 days in any Common Stock.
(d) None of the Reporting Persons knows of any other person who has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock beneficially owned by the
Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information set forth in Item 4 above is incorporated herein by
reference. Other than as set forth in this Item 6, none of the Reporting
Persons has any knowledge of any contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 of this
Schedule 13D and between such persons and any person with respect to any
securities of the Company.
Item 7. Material to Be Filed as Exhibits.
Exhibit 6 Unit Purchase Agreement, dated as of March 27, 1997, among the
Company and certain accredited investors (Incorporated herein by
reference to Exhibit 4.2 to the Company's quarterly report on
Form 10-Q for the quarter ended March 31, 1997)
<PAGE>
Exhibit 7 Amendment No. 3 to the Shareholder's Agreement, dated as of May
19, 1997, between the Company and Rakepoll Finance
Exhibit 8 Letter Agreement, dated May 1, 1997, between Rakepoll Finance
and HCCP
Exhibit 9 Letter Agreement, dated May 1, 1997, between HCCP and Rakepoll
Finance
<PAGE>
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.
RAKEPOLL FINANCE N.V.
By: /s/ Carlo Salvi
Name: Carlo Salvi
Title: Chairman of the Board
DATED: May 21, 1997
<PAGE>
INDEX OF EXHIBITS
Exhibit Number Description
6. Unit Purchase Agreement, dated as of March 27, 1997,
among the Company and certain accredited investors
(Incorporated herein by reference to Exhibit 4.2 to the
Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1997)
7. Amendment No. 3 to the Shareholder's Agreement, dated as
of May 19, 1997, between the Company and Rakepoll Finance
8. Letter Agreement, dated May 1, 1997, between Rakepoll
Finance and HCCP
9. Letter Agreement, dated May 1, 1997, between HCCP and
Rakepoll Finance
AMENDMENT NO. 3 TO SHAREHOLDER'S AGREEMENT
AMENDMENT NO. 3 (the "Amendment"), dated as of May 19, 1997, to the
Shareholder's Agreement, dated as of November 12, 1996, as amended by
Amendment No. 1 dated as of December 16, 1996, and Amendment No. 2 dated as
of February 28, 1997 (the "Agreement"), between Gensia Sicor Inc. (f/k/a
Gensia, Inc.), a corporation organized under the laws of Delaware (the
"Company"), and Rakepoll Finance N.V., a corporation organized under the laws
of the Netherlands Antilles ("Rakepoll Finance").
W I T N E S S E T H :
WHEREAS, the Company and Rakepoll Finance are parties to the
Agreement; and
WHEREAS, in connection with the investment in the Company by Health
Care Capital Partners L.P. ("HCCP"), pursuant to the certain Securities
Purchase Agreement, dated as of May 1, 1997, between HCCP and the Company
(the "HCCP Agreement") the Company and Rakepoll Finance wish to amend the
Agreement, among other things (i) to extend the lock-up period applicable to
Rakepoll Finance to parallel the lock-up period applicable to HCCP; (ii) to
extend the period before which Rakepoll Finance may exercise its registration
rights under the Agreement to parallel the analogous period applicable to
HCCP; (iii) to modify the registration rights of Rakepoll Finance to
correspond to registration rights afforded by the Company to HCCP in the HCCP
Registration Rights Agreement, dated as of May 1, 1997, and (iv) to provide
for certain limitations to the incidental registration rights of Rakepoll
Finance, in each case as more fully set forth herein and subject to the terms
and conditions hereof; and
WHEREAS, Section 8.2(a) of the Agreement provides that the
Agreement may be amended in a writing signed by the Company and Rakepoll
Finance;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions; References. Capitalized terms used in this
Amendment but not defined herein shall have the meanings ascribed to them in
the Agreement.
2. Amendment of Section 1.1(o). Section 1.1(o) of the Agreement
is hereby amended by deleting such section in its entirety and substituting
in lieu thereof the following:
'"Lock-Up Period" means the period of time commencing at the
Closing Date and terminating on the date which is 18 months after
the Closing Date.'
3. Amendment of Section 4.7. Section 4.7 of the Agreement is
hereby amended by inserting immediately before the "." at the end thereof the
following:
", or (iii) pursuant to, or upon conversion or exercise of
securities issued pursuant to, the Securities Purchase Agreement,
dated May 1, 1997, between Health Care Capital Partners ("HCCP")
and the Company".
<PAGE>
4. Amendment of Section 6.1(a). Section 6.1(a) of the Agreement
is hereby amended by deleting from the first sentence thereof the words
"first anniversary of the Closing Date" appearing in the first and second
lines thereof and substituting in lieu thereof the words "termination of the
Lock-Up Period".
5. Amendment of Section 6.2. Section 6.2 of the Agreement is
hereby amended by deleting in its entirety the first sentence thereof and
substituting in lieu thereof the following:
"Subject to Section 6.7, if at any time after the termination of
the Lock-Up Period the Company proposes to file a registration
statement under the Securities Act (other than a registration
statement on a Form S-4 or S-8 or any successor or similar forms,
or a registration effected pursuant to Section 2.1 of the
Registration Rights Agreement, dated as of May 1, 1997, between
HCCP and the Company (the "HCCP Registration Rights Agreement")
unless the Selling Holders (as defined in the HCCP Registration
Rights Agreement) holding at least a majority of the Registrable
Securities (as defined in the HCCP Registration Rights Agreement)
included in such registration shall have provided their written
consent to the inclusion of such Registrable Securities (as defined
in the HCCP Registration Rights Agreement) in such registration) on
any form that would permit the registration of the Registrable
Securities, whether or not such filing is to be on its behalf, each
such time the Company shall give to each Holder prompt written
notice of such determination setting forth the date on which the
Company proposes to file such registration statement, which date
shall be no earlier than twenty-one days from the date of such
notice, and advising each Holder of its right under this Section
6.2 to have Registrable Securities included in such registration".
5. Full Force and Effect. Except as modified, amended or
supplemented above, all rights, terms and conditions of the Agreement shall
remain in full force and effect.
6. Conditions to Effectiveness of this Amendment. This Amendment
shall become effective when (a) HCCP and the Company shall have executed and
delivered all documents necessary to effect the investment in the Company by
HCCP, including, without limitation, the HCCP Agreement; (b) the Company
shall have received the Purchase Price (as defined in the HCCP Agreement);
(c) the Company shall have issued to HCCP the Notes and Warrants (each as
defined in the HCCP Agreement) in accordance with the terms of the HCCP
Agreement, and (d) it shall have been executed and delivered by each of the
Company and Rakepoll Finance.
7. Governing Law. This Amendment shall be governed by and
construed under the laws of the State of New York (irrespective of its choice
of law principles).
8. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Agreement as of the date first written above.
GENSIA SICOR INC.
By: /s/ David F. Hale
Name: David F. Hale
Title: President
RAKEPOLL FINANCE N.V.
By: /s/ Carlo Salvi
Name: Carlo Salvi
Title: Chairman of the Board
May 1, 1997
Health Care Capital Partners, L.P.
One East Putman Avenue
Greenwich, CT 06830
Attention: Robert T. Thompson
As an inducement to Health Care Capital Partners, L.P. ("HCCP") to
enter into the Securities Purchase Agreement, dated as of May 1, 1997 (the
"Purchase Agreement"), between Gensia Sicor Inc. (the "Company") and HCCP,
the undersigned hereby certifies that:
1. The undersigned has reviewed the Purchase Agreement and the
letter from Gensia Sicor Inc. to HCCP, dated May 1, 1997 (the "Letter") with
respect to the Business Plan and the Subsidiary Plans (as such terms are
defined in the Letter) and confirms that the representations and warranties
of the Company set forth in the Purchase Agreement in Section 2 and in the
Letter, insofar as they relate to Rakepoll Holdings, B.V. and its subsidiaries,
are true and accurate as of the date hereof.
2. There are no facts disclosed in the Purchase Agreement or the
Schedules attached thereto or the Letter, nor is Rakepoll Finance N.V. aware
of any facts, as of the date hereof, which could serve as a basis for any
claim or claims by it or any of its affiliates under, or in connection with,
the Stock Exchange Agreement, dated as of November 12, 1996, as amended,
between Gensia, Inc. and Rakepoll Finance N.V. (the "Exchange Agreement").
3. The currently operative "Funding Plan" referred to in the
Shareholders' Agreement (as defined in the Purchase Agreement) is the business
Plan (as defined in the Letter) provided to HCCP.
4. The representations and warranties with respect to intercompany
and affiliate debt set forth in Section 2 of the Waiver of Condition to
Closing, dated as of February 28, 1997, between the Company and Rakepoll
Finance N.V. (attached hereto as Exhibit A) are true and correct as of the
date hereof.
<PAGE>
5. On the Closing Date (as defined in the Purchase Agreement), the
undersigned will cause its designees on the Board of Directors of the Company
to vote in favor of such action as is necessary to elect one designee of HCCP
to membership on such Board. Thereafter, so long as HCCP and/or its affiliates
and affiliates of its general partner continue to hold at least $10,000,000 in
aggregate liquidation value or stated value of the Company's 2.675%
Subordinated Convertible Notes due May 1, 2004 or Series A Convertible
Preferred Stock, in any election of directors of the Company, the undersigned
and its affiliates will vote all of their common stock of the Company in
favour of one director designated by HCCP.
Rakepoll Finance N.V.
By: /s/ Carlo Salvi
Name: Carlo Salvi
Title: Chairman of the
Board of Rakepoll
Finance N.V.
May 1, 1997
Rakepoll Finance N.V.
14JB Gorsiraweg
Curacao, Netherlands Antilles
Attention: Carlo Salvi
Re: Gensia Sicor Inc.
Dear Mr. Salvi:
As an inducement for Rakepoll Finance N.V. ("Rakepoll
Finance") to consent to certain actions contemplated by the Securities
Purchase Agreement, dated as of May 1, 1997 (the "Purchase Agreement"),
between Gensia Sicor Inc. (the "Company") and Health Care Capital Partners,
L.P., the undersigned hereby certifies that on and after the Closing Date (as
defined in the Purchase Agreement), the undersigned will cause its designees
on the Board of Directors of the Company to vote in favor of and take such
action as is necessary to elect to membership on such Board those persons
designated by Rakepoll Finance N.V. as Investor Directors pursuant to Section
4.1 of the Shareholder's Agreement, dated November 12, 1996, as amended
December 21, 1996, February 28, 1997 and the date hereof, between Rakepoll
Finance and the Company.
Health Care Capital Partners, L.P.
By Ferrer Freeman Thompson & Co.
LLC, its General Partner
By: /s/ Robert T. Thompson
Name: Robert T. Thompson
Title: Member
