UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
SICOR INC.
(f/k/a Gensia Sicor Inc.)
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
372450 10 6
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(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)
October 3, 2000
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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 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 3,732,392
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,732,392
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,732,392
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3.8% or, if FFT Partners I, L.P. and FFT Executive
Partners I, L.P. are deemed to be a group, approximately 4.0%.
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: 06-1477466
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 174,693
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 174,693
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,693
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately .2% or, if FFT Partners I, L.P. and FFT Executive
Partners I, L.P. are deemed to be a group, approximately 4.0%.
14 TYPE OF REPORTING PERSON
PN
<PAGE>
This Amendment No. 3 (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 5, 2000. The information reported below is current as of
October 6, 2000.
ITEM 1. SECURITY AND ISSUER.
Unchanged.
ITEM 2. IDENTITY AND BACKGROUND.
Unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Unchanged.
ITEM 4. PURPOSE OF TRANSACTION.
Unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is replaced in its entirety as follows.
(a) The percentages set forth in this Item 5 are based on the 10-Q
filed by the Company on August 14, 2000 which stated that the Company had
96,477,872 shares of Common Stock outstanding as of June 30, 2000.
(a) (i) FFTP is deemed to beneficially own 3,732,392 shares of Common
Stock by virtue of its ownership of 1,192,048 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.
Assuming the exercise of the Warrants, the 3,732,392 shares of Common Stock
beneficially owned by FFTP represents approximately 3.8 % of the
outstanding Common Stock (computed in accordance with Rule 13d-3(b) of the
Exchange Act).
(ii) FFTEP is deemed to beneficially own 174,693 shares of Common
Stock by virtue of its ownership of 69,534 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.
Assuming the exercise of the Warrants, the 174,693 shares of Common Stock
beneficially owned by FFTEP represents approximately .2% 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 they together would be
deemed to beneficially own 3,907,085 shares of Common Stock, which
represents approximately 4.0% 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) The following transactions have been effected since the last
Schedule 13D filing. All transactions were effected on the NASDAQ National
Market.
Number of shares of
Sale Date Common Stock sold Price per share
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May 3, 1998 72,776 $ 10.50
May 4, 1998 19,407 $ 10.63
May 5, 1998 9,703 $ 10.50
May 11, 1998 24,258 $ 10.50
May 12, 1998 9,703 $ 10.50
May 18, 1998 19,407 $ 10.50
May 18, 1998 4,852 $ 10.55
June 9, 2000 29,110 $ 9.0417
July 31, 2000 60,646 $ 9.250
August 4, 2000 33,962 $ 9.4732
August 7, 2000 87,331 $ 9.6528
August 8, 2000 97,034 $ 9.675
August 10, 2000 29,110 $ 9.8125
August 14, 2000 24,258 $ 9.80
August 17, 2000 29,110 $ 9.71875
August 18, 2000 14,555 $ 9.7708
August 21, 2000 9,703 $ 9.750
August 22, 2000 4,852 $ 9.8125
August 23, 2000 19,644 $ 9.8047
October 3, 2000 565,000 $ 11.1598
October 6, 2000 1,825,000 $ 10.50
October 6, 2000 40,000 $ 10.625
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Unchanged.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Unchanged.
<PAGE>
SIGNATURE PAGE
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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: October 12, 2000
FFT Partners I, L.P.
By: Ferrer Freeman Thompson
& Co. LLC, its General Partner
By: /s/ Robert T. Thompson
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Name: Robert T. Thompson
Title: Member
FFT Executive Partners I, L.P.
By: Ferrer Freeman Thompson
& Co. LLC, its General Partner
By: /s/ Robert T. Thompson
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Name: Robert T. Thompson
Title: Member
<PAGE>
Schedule I
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FFT PARTNERS I, L.P. and FFT EXECUTIVE PARTNERS I, 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 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.
<PAGE>
Schedule II
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Joint Filing Agreement
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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: October 12, 2000
FFT Partners I, L.P.
By: Ferrer Freeman Thompson
& Co. LLC, its General Partner
By: /s/ Robert T. Thompson
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Name: Robert T. Thompson
Title: Member
FFT Executive Partners I, L.P.
By: Ferrer Freeman Thompson
& Co. LLC, its General Partner
By: /s/ Robert T. Thompson
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Name: Robert T. Thompson
Title: Member
