UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)1
GENSIA SICOR INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
372450 10 6
---------------------------
(CUSIP Number)
Robert T. Thompson Robert T. Thompson
Health Care Capital Partners, L.P. Health Care Executive Partners, L.P.
c/o Ferrer Freeman Thompson & Co. LLC c/o Ferrer Freeman Thompson & Co. LLC
The Mill The Mill
10 Glenville Street 10 Glenville Street
Greenwich, CT 06831 Greenwich, CT 06831
(203) 532-8011 (203) 532-8011
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
May 19, 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.
Page 1 of __ Pages
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1 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).
13D
CUSIP No. 372450 10 6 Page 2 of Pages
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Health Care Capital Partners, L.P.
TIN: 06-1458417
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,350,860
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,350,860
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,350,860
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.9% or, if Health Care Capital Partners, L.P.
and Health Care Executive Partners, L.P. are deemed
to be a group, 8.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
CUSIP No. 372450 10 6 Page 3 of Pages
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Health Care Executive Partners, L.P.
TIN: 06-1477466
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 262,896
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 262,896
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,896
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3% or, if Health Care Executive Partners, L.P. and Health Care
Capital Partners, L.P. are deemed to be a group, 8.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule
13D ("Schedule 13D") filed by Health Care Capital Partners, L.P., a Delaware
limited partnership, relating to the common stock (the "Common Stock") of
Gensia Sicor Inc., a Delaware corporation (the "Company"). Capitalized terms
used and not defined in this Amendment have the meanings set forth in the
Schedule 13D.
1. ITEM 2 OF SCHEDULE 13D, "IDENTITY AND BACKGROUND," IS HEREBY AMENDED
BY DELETING THE FIRST PARAGRAPH THEREOF AND REPLACING IT WITH THE FOLLOWING
PARAGRAPH:
This Schedule 13D is filed on behalf of Health Care Capital Partners, L.P.
("HCCP") and Health Care Executive Partners, L.P. ("HCEP"). HCCP and HCEP
are Delaware limited partnerships and are collectively referred to as the
"Filer."
2. ITEM 2 OF SCHEDULE 13D, "IDENTITY AND BACKGROUND," IS HEREBY FURTHER
AMENDED BY DELETING THE THIRD PARAGRAPH THEREOF AND REPLACING IT WITH THE
FOLLOWING PARAGRAPH:
The business addresses of HCCP, HCEP and FFT (and each of the members and
executive officers of FFT set forth in Schedule I, such Schedule I hereby
incorporated herein by reference) is set forth in the cover page hereof.
3. ITEM 2 OF SCHEDULE 13D, "IDENTITY AND BACKGROUND," IS HEREBY FURTHER
AMENDED BY ADDING THE FOLLOWING PARAGRAPH:
HCCP and HCEP may constitute a "group" as such term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Information with respect to each of HCCP and HCEP is given solely by
each of HCCP and HCEP and no person has responsibility for the accuracy or
completeness of information supplied by any other person. HCCP and HCEP have
entered into a Joint Filing Agreement, dated as of May 19, 1997, attached
hereto as Schedule II (such Schedule II hereby incorporated herein by
reference).
4. ITEM 3 OF SCHEDULE 13D, "SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION" IS HEREBY AMENDED BY DELETING THE LAST SENTENCE OF THE FIRST
PARAGRAPH THEREOF AND REPLACING IT WITH THE FOLLOWING SENTENCE.
The source of funds used for the purchase of the Notes and the Warrants
reported in this Schedule 13D was available committed capital of HCCP and
HCEP.
5. ITEM 4 OF SCHEDULE 13D, "PURPOSE OF TRANSACTION," IS HEREBY AMENDED
BY DELETING THE THIRD SENTENCE OF THE SECOND PARAGRAPH THEREOF AND REPLACING
IT WITH THE FOLLOWING SENTENCE:
The Closing Date was on May 19, 1997.
6. ITEM 4 OF SCHEDULE 13D, "PURPOSE OF TRANSACTIONS," IS HEREBY FURTHER
AMENDED BY ADDING THE FOLLOWING PARAGRAPH:
On May 19, 1997, HCCP, pursuant to Section 13.9 of the Securities Purchase
Agreement, assigned to HCEP HCCP's rights under the Securities Purchase
Agreement, to purchase $795,000 principal amount of the Notes and Warrants
exercisable for 105,159 shares of Common Stock, and its proportionate right,
title and interest in, and obligations under, the Securities Purchase
Agreement and such other documents ancillary thereto (collectively, the
"Assigned Interest") pursuant to the terms of an Assignment Agreement, dated
as of May 19, 1997, by and between HCCP and HCEP, attached hereto as Exhibit
4. For purposes of this Item 4, all references to HCCP shall be references
to HCCP and HCEP.
7. ITEM 5 OF SCHEDULE 13D, "INTEREST IN SECURITIES OF THE
ISSUER," IS HEREBY AMENDED BY DELETING THE FIRST PARAGRAPH THEREOF
AND REPLACING IT WITH THE FOLLOWING:
(a) (i) HCCP is deemed to beneficially own 6,350,860 shares of
Common Stock by virtue of its right to acquire beneficial
ownership of such shares within 60 days through (A) the conversion
of its portion of the Notes (which are convertible into 5,080,688
shares of Common Stock) and (B) the exercise of its portion of the
Warrants which are not Contingent Warrants (such currently
exercisable Warrants exercisable for 1,270,172 shares of Common
Stock). Assuming the conversion of such Notes and the exercise of
the currently exercisable Warrants, the 6,350,860 shares of Common
Stock beneficially owned by HCCP represents, to the best of HCCP's
knowledge, 7.9% of the outstanding Common Stock.
(ii) HCEP is deemed to beneficially own 262,896 shares of Common
Stock by virtue of its right to acquire beneficial ownership of
such shares within 60 days through (A) the conversion of its
portion of the Notes (which are convertible into 210,317 shares of
Common Stock) and (B) the exercise of its portion of the Warrants
which are not Contingent Warrants (such currently exercisable
Warrants exercisable for 52,579 shares of Common Stock). Assuming
the conversion of such Notes and the exercise of the currently
exercisable Warrants, the 262,896 shares of Common Stock
beneficially owned by HCEP represents, to the best of HCEP's
knowledge, .3% of the outstanding Common Stock.
(iii) Based on the foregoing, if HCCP and HCEP are deemed to be
a group, they together would be deemed to beneficially own
6,613,756 shares of Common Stock, which, assuming the conversion
of the Notes and the exercise of the currently exercisable
Warrants, to the best of Filer's knowledge, represents 8.2% of the
outstanding Common Stock.
8. ITEM 6 OF SCHEDULE 13D, "CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER," IS HEREBY AMENDED BY ADDING THE FOLLOWING:
For purposes of this Item 6, all references to HCCP shall be
deemed to be references to HCCP and HCEP.
9. ITEM 8 TO SCHEDULE 13D, "MATERIALS TO BE FILED AS
EXHIBITS," IS HEREBY AMENDED BY ADDING THE FOLLOWING:
Exhibit 4: Assignment Agreement, dated as of May 19, 1997, by
and between HCCP and HCEP.
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.
Date: May 27, 1997
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
HEALTH CARE EXECUTIVE PARTNERS, L.P.
By: FERRER FREEMAN THOMPSON
& CO. LLC, its General Partner
By: /s/Robert T. Thompson
--------------------------
Name: Robert T. Thompson
Title: Member
Schedule I
HEALTH CARE CAPITAL PARTNERS, L.P.
HEALTH CARE EXECUTIVE PARTNERS, L.P.
DIRECTORS AND EXECUTIVE OFFICERS
Name Principal Occupation
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Carlos A. Ferrer Member of Ferrer Freeman Thompson
& Co LLC, general partner of
Health Care Capital Partners, L.P.
and Health Care Executive
Partners, L.P.
David A. Freeman Member of Ferrer Freeman Thompson
& Co LLC, general partner of
Health Care Capital Partners, L.P.
and Health Care Executive
Partners, L.P.
Robert T. Thompson Member of Ferrer Freeman Thompson
& Co LLC, general partner of
Health Care Capital Partners, L.P.
and Health Care Executive
Partners, L.P.
Schedule II
Joint Filing Agreement
This will confirm the agreement by and between all the
undersigned that the Schedule 13D filed on or about this date and
any amendments thereto with respect to the deemed beneficial
ownership by the undersigned of shares of the common stock of
Gensia Sicor Inc. is being filed on behalf of each of the undersigned.
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
HEALTH CARE EXECUTIVE PARTNERS, L.P.
By: FERRER FREEMAN THOMPSON
& CO. LLC, its General Partner
By: /s/Robert T. Thompson
--------------------------
Name: Robert T. Thompson
Title: Member
EXHIBIT INDEX
Exhibit No. Page No.
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4. Assignment Agreement, dated
as of May 19, 1997, by and
between HCCP and HCEP.
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May
19, 1997, by and between Health Care Capital Partners, L.P.
("Assignor") and Health Care Executive Partners, L.P.
("Assignee").
R E C I T A L S
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A. Reference is made to the documents listed on Schedule A
hereto, as such agreements may have been amended,
supplemented or restated to the date hereof (the "Operative
Agreements").
B. As of the date hereof, Assignor, pursuant to the Purchase
Agreement (as defined on Schedule A), has the right to
acquire $20,000,000 aggregate principal amount of 2.675%
Subordinated Convertible Notes due May 1, 2004 (the "Notes")
and a Warrant (the "Warrant"), representing the right to
acquire 2,645,503 shares of common stock of the Company (the
"Common Stock").
C. Assignor desires to sell, assign and transfer to its
affiliate, the Assignee (the "Assignment") the Assignor's
rights under the Purchase Agreement to purchase $795,000
principal amount of the Notes and Warrants exercisable for
105,159 shares of Common Stock, and its proportionate right,
title and interest in, and obligations under, the Operative
Documents (collectively, the "Assigned Interest") pursuant
to the terms hereof.
D. This Assignment is in conformance with Section 13.9 of the
Purchase Agreement, which permits HCCP to assign any of its
right, and obligations under the Purchase Agreement to any
fund for which Ferrer Freeman Thompson & Co. LLC is the
general partner, as is the case with respect to HCEP.
In consideration of the premises and of the mutual
covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. ASSIGNMENT. (a) Assignor hereby assigns and
transfers to Assignee all of Assignor's right, title and interest
in and to the Assigned Interest along with all property and
rights relating thereto, and (b) Assignee hereby accepts the
Assigned Interest from Assignor and assumes all liabilities and
obligations of Assignor under the Assigned Interest.
2. COOPERATION. Assignor and Assignee agree to
execute such other documents and take such other actions as may
be necessary to effectuate the purposes hereof, including any
stock powers.
3. GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereto shall be interpreted, enforced
in accordance with, and governed by, the laws of the State of New
York applicable to agreements made and to be performed wholly
within that jurisdiction, without regard to the conflicts of law
principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
ASSIGNOR:
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
Accepted and Agreed as of
the date first above written
HEALTH CARE EXECUTIVE PARTNERS L.P.
By: FERRER FREEMAN THOMPSON
& CO. LLC., its General Partner
By: /S/ROBERT T. THOMPSON
-----------------------
Name: Robert T. Thompson
Title: Member
SCHEDULE A
1. Securities Purchase Agreement, dated May 1, 1997
("Purchase Agreement"), by and between Gensia Sicor Inc.
(the "Company") and Health Care Capital Partners, L.P.
("HCCP")
2. Side Letter, dated May 1, 1997, from the Company to
HCCP
3. Side Letter, dated May 1, 1997, from HCCP to the
Company
4. Side Letter, dated May 1, 1997, from Rakepoll Finance
N.V. ("Rakepoll") to HCCP
5. Side Letter, dated May 1, 1997, from HCCP to Rakepoll
6. Side Letter, dated May 1, 1997, from HCCP to the
Company
