<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. __)(1)
PROGENICS PHARMACEUTICALS, INC.
-------------------------------
(Name of Issuer)
COMMON STOCK
------------------------------
(Title of Class of Securities)
743187 10 6
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(CUSIP Number)
Marc Schneidman
BVF Partners L.P.
333 West Wacker Drive, Suite 1600
Chicago, Illinois 60606
(312) 263-7777
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 9, 1998
------------------------------
(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.
(Continued on following pages)
Page 1 of 7 Pages
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CUSIP NO. 743187 10 6 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BIOTECHNOLOGY VALUE FUND, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/ (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 7 SOLE VOTING POWER
OF -0-
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
228,900
OWNED BY EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
228,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
228,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 743187 10 6 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BVF PARTNERS L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/ (b) / /
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
DELAWARE
NUMBER 7 SOLE VOTING POWER
OF -0-
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
466,100
OWNED BY EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
466,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
466,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 743187 10 6 13D Page 4 of 7 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BVF INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/ (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, 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
DELAWARE
NUMBER 7 SOLE VOTING POWER
OF -0-
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
466,100
OWNED BY EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
466,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
466,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 743187 10 6 13D Page 5 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the Common
Stock, par value $0.0013 per share (the "Stock"), of Progenics
Pharmaceuticals, Inc., a Delaware corporation, ("Progenics"). The principal
executive office of Progenics is located at 777 Old Saw Mill River Road,
Tarrytown, New York 10591.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Statement, the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and controlling
persons, and certain information regarding each of them, are as follows:
(a) Biotechnology Value Fund, L.P., a Delaware limited partnership
("BVF"), BVF Partners L.P., a Delaware limited partnership ("Partners"), BVF
Inc., a Delaware corporation ("BVF Inc."), and Mark N. Lampert, an individual
("Lampert") (collectively, the "Reporting Persons").
(b) The business address of BVF and Partners is 333 West Wacker Drive,
Suite 1600, Chicago, Illinois 60606. The business address of BVF Inc. and
Lampert is One Sansome Street, 39th Floor, San Francisco, California 94104.
(c) Partners is the general partner of BVF, which is an investment limited
partnership. BVF Inc. is an investment adviser to and general partner of
Partners. Lampert is the sole shareholder, sole director and an officer of BVF
Inc.
(d) During the last five years, none of such persons has been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, none of such persons was a 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.
(f) Lampert is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since August 9, 1998, Partners, in its capacity as general partner of
BVF, has purchased on behalf of such limited partnership an aggregate number
of 109,500 shares of the Stock for an aggregate consideration of
$1,056,338.95, utilizing funds provided by BVF from its working capital
pursuant to the terms of its limited partnership agreement with Partners. In
addition, Partners, in its capacity as investment manager with respect to
certain managed accounts, has purchased on behalf of such managed accounts an
aggregate number of 100,500 shares of the Stock for an aggregate
consideration of $968,110.52, utilizing funds under management by Partners
pursuant to investment management agreements between Partners and such
managed accounts.
ITEM 4. PURPOSE OF TRANSACTIONS.
The external environment for small, quality biotechnology companies is
undergoing a period of rapid and profound change. The convergence of a
depressed equity market, the possible slowing pace of a corporate partnering
activity, and escalating cash burn rates could produce an industry shake-out
in which financially conservative companies prosper and financially weak
companies falter. This changing environment may call for managements and
Boards to husband capital by significantly reducing cash burn rates and to
otherwise alter preconceived business plans. If managed pro-actively
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CUSIP NO. 743187 10 6 13D Page 6 of 7 Pages
and intelligently, this period could yield attractive returns for
shareholders. However, the consequences of complacency and the potential for
irreparable missteps are great. BVF may seek to work with company
managements, Boards and shareholders to maximize shareholder value and,
specifically, to protect the substantial value of funded, partnered programs
from unnecessary dilution. BVF HAS AMENDED ALL ITS 13-D FILINGS WITH THIS
NOTICE.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BVF beneficially owns 228,900 shares of the Stock, Partners
beneficially owns 466,100 shares of the Stock, and BVF Inc. beneficially owns
466,100 shares of the Stock, approximately 2.5%, 5.2% and 5.2%, respectively,
of the aggregate number of shares outstanding as of June 30, 1998 (as
reported in Progenics's most recent quarterly statement on Form 10-Q).
(b) BVF shares voting and dispositive power over the 228,900 shares of
the Stock it beneficially owns with Partners. Partners and BVF Inc. share
voting and dispositive power over the 466,100 shares of the Stock they
beneficially own with, in addition to BVF, the managed accounts on whose
behalf Partners, as investment manager, purchased such shares. The managed
accounts on whose behalf Partners owns shares of the Stock are Investment 10
L.L.C., an Illinois limited liability company ("ILL10"), Palamundo, L.D.C., a
limited duration company organized under the laws of the Cayman Islands
("Palamundo"), ZPG Securities, L.L.C., a New York limited liability company
("ZPG") and Biotechnology Value Fund, Ltd., a Cayman Islands Corporation
("BVF Ltd."). ILL10, Palamundo, ZPG and BVF Ltd. are collectively referred
to herein as the "Accounts." The Accounts specialize in holding
biotechnology stocks for investment purposes and the business address of each
is c/o BVF Partners L.P., 333 West Wacker Drive, Suite 1600, Chicago, Illinois
60606.
(c) Exhibit B attached hereto contains information as to all
transactions in the Stock by the Reporting Persons during the past 60 days.
All such transactions were made for cash in open market, over-the-counter
transactions. No other transactions in the Stock have been effected by the
Reporting Persons during the past 60 days.
(d) The Accounts are entitled to receive dividends and any sale
proceeds with respect to the Stock in proportion to their respective
ownership interests therein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Partners is the general partner of BVF pursuant to a limited partnership
agreement which authorizes Partners, among other things, to invest the funds
of BVF in the Stock and to vote and dispose of the Stock. Pursuant to such
limited partnership agreement, Partners is entitled to allocations based on
assets under management and realized and unrealized gains thereon. Pursuant
to investment management agreements with the Accounts, Partners and BVF Inc.
have the authority, among other things, to invest funds of the Accounts in
the Stock and to vote and dispose of the Stock. Pursuant to such agreements,
Partners and BVF Inc. receive fees based on assets under management and
realized and unrealized gains thereon. BVF Inc. is the general partner of
Partners and may be deemed to own beneficially securities over which Partners
exercises voting and dispositive power.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement Regarding Joint Filing
Exhibit B - Transactions in the Stock by the Reporting Persons during the
past 60 days.
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CUSIP NO. 743187 10 6 13D Page 7 of 7 Pages
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.
Dated: October 22, 1998
BIOTECHNOLOGY VALUE FUND, L.P.
By: BVF Partners L.P., its general partner
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
-------------------
Mark N. Lampert
President
BVF PARTNERS L.P.
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
-------------------
Mark N. Lampert
President
BVF INC.
By: /s/ MARK N. LAMPERT
-------------------
Mark N. Lampert
President
<PAGE>
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
The undersigned, Biotechnology Value Fund, L.P., a Delaware limited
partnership, and BVF Partners L.P., a Delaware limited partnership, and BVF
Inc., a Delaware corporation, hereby agree and acknowledge that the statement
containing the information required by Schedule 13D, to which this Agreement
is attached as an exhibit, is filed on behalf of each of them. The
undersigned further agree that any amendments or supplements thereto shall
also be filed on behalf of each of them.
Dated: October 22, 1998
BIOTECHNOLOGY VALUE FUND, L.P.
By: BVF Partners L.P., its general partner
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
-------------------
Mark N. Lampert
President
BVF PARTNERS L.P.
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
-------------------
Mark N. Lampert
President
BVF INC.
By: /s/ MARK N. LAMPERT
-------------------
Mark N. Lampert
President
<PAGE>
EXHIBIT B
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<CAPTION>
TRANSACTIONS IN THE STOCK BY THE REPORTING PERSONS
DURING THE PAST 60 DAYS
<S> <C> <C> <C> <C> <C> <C>
For the Quantity Price per Type of Trade Broker
Trade Date By Account of Share
- -----------------------------------------------------------------------------------------------
8/28/98 Partners BVF 2,500 $9.3125 Purchase VECT
8/28/98 Partners BVF Ltd. 2,500 $9.3125 Purchase VECT
9/2/98 Partners BVF 27,500 $10.0000 Purchase VECT
9/2/98 Partners ILL10 3,000 $10.0000 Purchase VECT
9/2/98 Partners PAL 2,000 $10.0000 Purchase VECT
9/2/98 Partners ZPG 2,000 $10.0000 Purchase VECT
9/2/98 Partners BVF Ltd. 28,000 $10.0000 Purchase VECT
9/14/98 Partners BVF 2,500 $9.8750 Purchase INET
9/14/98 Partners BVF Ltd. 2,500 $9.8750 Purchase INET
9/14/98 Partners BVF Ltd. 1,000 $10.2500 Purchase INET
9/15/98 Partners BVF 3,000 $10.1875 Purchase INET
9/15/98 Partners BVF Ltd. 3,000 $10.1875 Purchase INET
9/16/98 Partners BVF 3,400 $9.9621 Purchase INET
9/16/98 Partners BVF Ltd. 7,000 $9.9621 Purchase INET
9/17/98 Partners BVF 5,000 $9.6480 Purchase INET
9/17/98 Partners BVF Ltd. 4,500 $9.6480 Purchase INET
9/18/98 Partners BVF Ltd. 500 $9.5000 Purchase INET
9/21/98 Partners BVF 16,000 $9.0000 Purchase VECT
9/21/98 Partners ILL10 1,750 $9.0000 Purchase VECT
9/21/98 Partners PAL 1,250 $9.0000 Purchase VECT
9/21/98 Partners ZPG 900 $9.0000 Purchase VECT
9/21/98 Partners BVF Ltd. 15,100 $9.0000 Purchase VECT
9/22/98 Partners BVF 5,000 $9.3750 Purchase INET
9/22/98 Partners BVF Ltd. 4,000 $9.3750 Purchase INET
9/25/98 Partners BVF 18,500 $9.5000 Purchase INET
9/25/98 Partners ILL10 2,000 $9.5000 Purchase INET
9/25/98 Partners PAL 1,000 $9.5000 Purchase INET
9/29/98 Partners BVF 2,300 $9.6875 Purchase INET
9/29/98 Partners ILL10 1,000 $9.6875 Purchase INET
9/29/98 Partners PAL 1,000 $9.6875 Purchase INET
9/29/98 Partners ZPG 1,000 $9.6875 Purchase INET
9/29/98 Partners BVF Ltd. 1,000 $9.6875 Purchase INET
10/1/98 Partners BVF 5,000 $9.6250 Purchase INET
10/1/98 Partners BVF Ltd. 2,500 $9.6250 Purchase INET
10/5/98 Partners BVF Ltd. 3,000 $9.2500 Purchase INET
10/6/98 Partners BVF 2,500 $9.2500 Purchase INET
10/6/98 Partners BVF Ltd. 2,500 $9.2500 Purchase INET
10/8/98 Partners BVF 4,400 $9.2969 Purchase INET
10/8/98 Partners BVF Ltd. 4,400 $9.2969 Purchase INET
10/9/98 Partners BVF 2,000 $9.4451 Purchase INET
10/9/98 Partners BVF Ltd. 2,100 $9.4451 Purchase INET
10/12/98 Partners BVF 900 $9.4375 Purchase INET
10/14/98 Partners BVF 1,000 $9.7500 Purchase INET
10/15/98 Partners BVF 8,000 $10.3125 Purchase INET
INET = Instinet
VECT = Vector Securities
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