UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SICOR INC.
(f/k/a Gensia Sicor Inc.)
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
372450 10 6
- ---------------------------------------------------------------------------
(CUSIP Number)
Robert T. Thompson Robert T. Thompson
FFT Partners I, L.P. FFT Executive Partners I, 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
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 2, 2000
- ---------------------------------------------------------------------------
(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 ofss.ss.240.13d-1(C), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. Seess.240.13d-7(b) 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 372450 10 6 Page 2 of 14 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
FFT Partners I, 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 6,684,609
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,684,609
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,684,609
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8% or, if FFT Partners I, L.P. and FFT Executive Partners I, L.P.
are deemed to be a group, 7.0%.
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 372450 10 6 Page 3 of 14 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
FFT Executive Partners I, 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 251,899
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 251,899
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,899
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 FFT Partners I, L.P. and FFT Executive Partners I, L.P.
are deemed to be a group, 7.0%.
14 TYPE OF REPORTING PERSON
PN
<PAGE>
This Amendment No. 2 (this "Amendment") amends and supplements
the Schedule 13D filed by FFT Partners I, L.P. (formerly known as Health
Care Capital Partners, L.P.), a Delaware limited partnership, and FFT
Executive Partners I, L.P. (formerly known as Health Care Executive
Partners, L.P.), a Delaware limited partnership, relating to the common
stock (the "Common Stock") of Sicor Inc. (formerly known as Gensia Sicor
Inc.) on May 12, 1997. Pursuant to Rule 101 under Regulation S-T, this
Amendment restates the entire text of the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, $.01 par
value per share ("Common Stock") of Sicor Inc., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 9360
Towne Centre Drive, San Diego, California 92121.
Each of the persons filing this Schedule 13D is deemed to be the
beneficial owner of the shares of Common Stock reported with respect to
such person in Item 5 by virtue of its ownership of Common Stock and
warrants to purchase shares of Common Stock.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of FFT Partners I, L.P. ("FFTP")
and FFT Executive Partners I, L.P. ("FFTEP"). FFTP and FFTEP are Delaware
limited partnerships and are collectively referred to as the "Filer". The
general partner of the Filer is Ferrer Freeman Thompson & Co. LLC, a
Connecticut limited liability company ("FFT").
The business of the Filer is to achieve long term capital appreciation
through privately negotiated equity and equity-oriented investments,
including, but not limited to, common stock, preferred stock, warrants and
convertible securities exclusively in the health care industry.
The business addresses of FFTP, FFTEP 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.
For information with respect to the identity and background of each
member and executive officer of FFT, see Schedule I hereto.
During the past five years, neither the Filer nor, to the best
knowledge of the Filer, FFT or any person identified on Schedule I, has (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
FFTP and FFTEP 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 FFTP and FFTEP is
given solely by each of FFTP and FFTEP and no person has responsibility for
the accuracy or completeness of information supplied by any other person.
FFTP and FFTEP have entered into a Joint Filing Agreement, originally dated
as of May 19, 1997, attached hereto as Schedule II (such Schedule II hereby
incorporated herein by reference).
All persons identified in Schedule I are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 1, 1997, the Company and FFTP entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement") providing for the
purchase by FFTP of 2.675% Subordinated Convertible Notes due May 1, 2004
(the "Notes") in the aggregate principal amount of $20,000,000 and warrants
to purchase 2,645,503 shares of Common Stock (the "Warrants"). The total
purchase price for the Notes and Warrants was $20,000,000. The purchase
closed on May 19, 1997 (the "Closing Date"). As more fully described in
Item 4 below, the Warrants are not exercisable as to 50% of the shares of
Common Stock underlying the Warrants until the third anniversary of the
Closing Date and then only if certain conditions are met. A copy of the
Securities Purchase Agreement (the "Securities Purchase Agreement") is
attached hereto as Exhibit 1. The source of funds used for the purchase of
the Notes and the Warrants reported in this Schedule 13D was available
committed capital of FFTP and FFTEP.
ITEM 4. PURPOSE OF TRANSACTION.
The Filer acquired the Notes and Warrants as an investment and in the
ordinary course of business. Since making the investment, the Filer has
reviewed its investment results to date and general market conditions on a
continuing basis. Based upon such review, as described below in Section
5(c), on May 2, 2000 the Filer converted all the Notes into shares of
Common Stock at a conversion ratio obtained by dividing each $100 of
outstanding principal amount of Notes by a conversion price equal to $3.78,
and made an in-kind distribution of a portion of the shares of Common Stock
received upon conversion of the Notes to its Limited Partners . The Filer
expects to review on a continuing basis its remaining investment in the
Company, including the Company's business, financial condition and
operating results and general market and industry conditions. Based upon
such continuing review, it may (i) exercise the Warrants in whole or in
part, (ii) dispose of the Common Stock or Warrants in the open market, in
privately negotiated transactions or otherwise, or (iii) make additional
distributions of the Common Stock it now holds or acquires after conversion
of the Warrants to its Limited Partners.
The powers, rights and privileges of the Warrants are described in the
form of Warrant to purchase shares of Common Stock of the Company, attached
as Exhibit B to the Securities Purchase Agreement. At any time after the
Closing Date, and until May 1, 2004, the holder of the Warrants may
exercise the Warrants for all or any part of the number of shares of Common
Stock purchasable thereunder at the Warrant exercise price of $4.347,
subject to certain adjustments set forth in the Warrants (the "Current
Warrant Price"); provided, however, that the Warrants are not exercisable
as to 50% of the shares of Common Stock underlying the Warrants until May
19, 2000 ( the "Contingent Warrants"). Any portion of the Contingent
Warrants which are then exercisable and have not previously been exercised
shall expire upon the occurrence of a Change of Control.
The Conversion Ratio and the exercise price in connection with, and
the number of shares exercisable under, the Warrants are subject to certain
antidilution adjustments contained in the Securities Purchase Agreement and
the Warrants.
Pursuant to the Securities Purchase Agreement, the Company agreed that
its Board of Directors would take all necessary action to elect to the
Board a person reasonably acceptable to the Board designated by FFTP and,
so long as any of FFTP or FFT shall beneficially own $10,000,000 of
aggregate principal amount of the Notes or of stated value of the Preferred
Stock, at each annual meeting for the election of the class of directors
which includes such designee, to nominate and recommend for election to the
Board of Directors of the Company a person designated by FFTP who is
reasonably acceptable to the Board of Directors of the Company. Due to the
Filer's conversion of all the Notes on May 2, 2000 (as discussed below in
Item 5(c)), the Company is no longer required to take such action.
On the Closing Date, FFTP assigned to FFTEP FFTP'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, attached hereto as Exhibit 4. For purposes of this
Item 4, all references to FFTP shall be references to FFTP and FFTEP.
Except as set forth above and in Item 5(c), neither the Filer nor, to
the best knowledge of the Filer, any person identified in Item 2 of this
Schedule 13D, has any plans or proposals which relate to or would result in
the types of transactions set forth in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The percentages set forth in this Item 5 are based on (i) the
Proxy Statement filed by the Company on April 28, 2000 which stated that
the Company had 90,577,545 shares of Common Stock outstanding as of April
28, 2000 and (ii) the conversion of the Filer's Notes into 5,291,005 shares
of Common Stock, resulting in there being 95,868,550 shares of the Common
Stock outstanding.
(a) (i) FFTP is deemed to beneficially own 6,684,609 shares of Common
Stock by virtue of its ownership of 4,144,265 shares of Common Stock and
its right to acquire beneficial ownership of 2,540,344 shares of Common
Stock within 60 days through the exercise of its portion of the Warrants,
including the Contingent Warrants. Assuming the exercise of the Warrants,
the 6,684,609 shares of Common Stock beneficially owned by FFTP represents
6.8% of the outstanding Common Stock (computed in accordance with Rule
13d-3(b) of the Exchange Act).
(ii) FFTEP is deemed to beneficially own 251,899 shares of Common
Stock by virtue of its ownership of 146,740 shares of Common Stock and its
right to acquire beneficial ownership of 105,159 shares of Common Stock
within 60 days through the exercise of its portion of the Warrants,
including the Contingent Warrants. Assuming the exercise of the Warrants,
the 251,899 shares of Common Stock beneficially owned by FFTEP represents
.3% of the outstanding Common Stock (computed in accordance with Rule
13d-3(b) of the Exchange Act).
(iii) Based on the foregoing, if FFTP and FFTEP are deemed to be a
group, assuming the conversion of the Warrants (including the Contingent
Warrants) they together would be deemed to beneficially own 6,936,508
shares of Common Stock, which represents 7.0% of the outstanding Common
Stock (computed in accordance with Rule 13d-3(b) of the Exchange Act).
(b) The responses of the Filer to Items 7 through 11 and Item 13 on
the cover page of this Schedule 13D relating to beneficial ownership of the
shares of Common Stock are incorporated herein by reference.
(c) On April 25, 2000, the Filer served a conversion notice upon the
Company to convert all $20,000,000 aggregate principal amount of Notes into
Common Stock. Pursuant to the conversion of the Notes, on May 2, 2000 FFTP
received 5,080,688 shares of Common Stock and FFEP received 210, 317 shares
of Common Stock in exchange for the Notes. On May 2, 2000 FFTP distributed
936,423 shares of Common Stock to its Limited Partners and FFTEP
distributed 63,577 shares of Common Stock to its Limited Partners.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
For purposes of this Item 6, all references to FFTP shall be deemed to
be references to FFTP and FFTEP.
The Company agreed to file a notification and report form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") with
respect to the securities of the Company acquired by FFTP not later than
July 31, 1998, and agreed not to deliver any notice of redemption or
conversion to FFTP unless (i) the Company has previously filed under the
HSR Act, (ii) the applicable waiting period has expired or been terminated
and (iii) the date fixed for redemption or conversion is a date on which
FFTP would not be prohibited from owning voting securities of the Company.
The Company and Filer made such a filing and received early termination of
the applicable waiting period on March 23, 2000.
Under the Registration Rights Agreement attached as Exhibit D to the
Securities Purchase Agreement, the holders of Registerable Securities (as
defined in the Registration Rights Agreement) representing not less than
25% of the number of shares of Common Stock issuable upon conversion of the
Notes and exercise of the Warrants (excluding Contingent Warrants not then
exercisable or which have expired) may, after August 28, 1998, request that
the Company effect the registration under the Securities Act of all or part
of such holder's Registerable Securities, provided that the Current Market
Value of such offering shall exceed $5 million. The Company is not required
to effect more than three demand registrations during the term of the
Registration Rights Agreement or more than two demand registrations in any
twelve month period. In addition, if the Company proposes to register any
of its securities under the Securities Act by registration on Forms S-1,
S-2 or S-3, the Company will use its best efforts to effect registration of
the shares of Common Stock issued upon conversion of the Notes, the
Preferred Stock, or the Warrants requested to be included in such
registration by FFTP. At the Filer's request, the Company filed a
Registration Statement covering the sale from time to time of shares of
Common Stock issuable upon the conversion of the Notes and exercise of the
Warrants. This Registration Statement was declared effective by the
Securities and Exchange Commission on January 29, 1999.
The foregoing descriptions of the Securities Purchase Agreement, the
Warrant and the Registration Rights Agreement are qualified in their
entirety by the complete texts of such documents (including appendices
thereto), copies of which are attached hereto as either an exhibit hereto
or as an exhibit to the Securities Purchase Agreement attached hereto as
Exhibit 1 and are incorporated herein by reference.
In letter agreements dated May 1, 1997, FFTP and Rakepoll Finance
N.V., a 42.1% holder of the Company's Common Stock, agreed to cause each of
their respective 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
the Board of Directors the other party's designee or designees, as the case
may be, as long as FFTP and its affiliates and affiliates of FFT held at
least $10 million in aggregate or stated value of the Notes of Preferred
Stock. Due to the conversion of the Notes, Rakepoll Finance N.V. no longer
is required to take such action with regard to FFTP's designee. The
foregoing description of the above arrangement is qualified in its entirety
by the complete text of the letter agreements incorporating such
arrangement, copies of which are attached hereto as Exhibits 2 and 3
Except as set forth or incorporated by reference in this Schedule 13D,
neither the Filer nor, to the best knowledge of the Filer, any person
identified in Item 2, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Securities Purchase Agreement, dated as of
May 1, 1997, between the Company and FFTP
including as exhibits thereto the forms of the
Series A Certificate of Designation, the
Warrants and the Registration Rights Agreement.
Exhibit 2: Letter Agreement, dated as May 1, 1997, from
Rakepoll Finance N.V. to Health Care Capital
Partners, L.P.
Exhibit 3: Letter Agreement, dated as May 1, 1997, from
Health Care Capital Partners, L.P. to Rakepoll
Finance N.V.
Exhibit 4: Assignment Agreement, dated as of May 19,
1997, by and between FFTP and FFTEP.
<PAGE>
SIGNATURE PAGE
--------------
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 5, 2000
FFT Partners I, L.P.
By: Ferrer Freeman Thompson
& Co. LLC, its General Partner
By: /s/ Carlos A. Ferrer
----------------------------------
Name: Carlos A. Ferrer
Title: Member
FFT Executive Partners I, L.P.
By: Ferrer Freeman Thompson
& Co. LLC, its General Partner
By: /s/ Carlos A. Ferrer
----------------------------------
Name: Carlos A. Ferrer
Title: Member
<PAGE>
Schedule I
----------
FFT PARTNERS I, L.P. and FFT EXECUTIVE PARTNERS I, L.P.
DIRECTORS AND EXECUTIVE OFFICERS
Name Principal Occupation
- ---- --------------------
Carlos A. Ferrer Member of Ferrer Freeman
Thompson & Co. LLC, general
partner of FFT Partners I,
L.P. and FFT Executive
Partners I, L.P.
David A. Freeman Member of Ferrer Freeman
Thompson & Co. LLC, general
partner of FFT Partners I,
L.P. and FFT Executive
Partners I, L.P.
Robert T. Thompson Member of Ferrer Freeman
Thompson & Co. LLC, general
partner of FFT Partners I,
L.P. and FFT Executive
Partners I, L.P.
Thomas J. Flynn Member of Ferrer Freeman
Thompson & Co. LLC, general
partner of FFT Partners I,
L.P. and FFT Executive
Partners I, L.P.
<PAGE>
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 Sicor Inc. (formerly known as
Gensia Sicor Inc.) is being filed on behalf of each of the undersigned.
Dated: May 5, 2000
FFT Partners I, L.P.
By: Ferrer Freeman Thompson
& Co. LLC, its General Partner
By: /s/ Carlos A. Ferrer
----------------------------------
Name: Carlos A. Ferrer
Title: Member
FFT Executive Partners I, L.P.
By: Ferrer Freeman Thompson
& Co. LLC, its General Partner
By: /s/ Carlos A. Ferrer
----------------------------------
Name: Carlos A. Ferrer
Title: Member
