<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NPS Pharmaceuticals, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
62936P103
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(CUSIP Number)
Donald F. Parman, SmithKline Beecham Corporation
One Franklin Plaza, Philadelphia, PA 19102
Telephone 215-751-7633
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 5, 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 / /.
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.
*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> 2
SCHEDULE 13D
CUSIP NO. 62936P103 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SmithKline Beecham plc
98-010920
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
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7 SOLE VOTING POWER
NUMBER OF
SHARES 160,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
160,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 62936P103 PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.R. One, Limited
23-1729901
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania Business Trust
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,163,801 (Including 5,700 stock options)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,163,801 (Including 5,700 stock options)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,163,801 (Including 6,500 stock options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Page 4 of 7 Pages
Item 1. Security and Issuer.
Common Stock, $.001 Par Value
NPS Pharmaceuticals, Inc.
420 Chipeta Way, Suite 240
Salt Lake City, UT 84108-1256
Item 2. Identity and Background.
(a) S.R. One, Limited ("SRO"), a Pennsylvania business
trust, is a venture capital company.
SmithKline Beecham plc ("SBplc"), a company organized under
the laws of England, discovers, develops, manufactures and markets
pharmaceuticals, vaccines, over-the-counter medicines and health-related
products, and the provision of healthcare services including clinical
laboratory testing, disease management, and pharmaceutical benefit management.
Collectively, SRO and SBplc are sometimes referred to as the
"Group".
(b) The principal business address for SRO is:
565 East Swedesford Road
Suite 315
Wayne, Pennsylvania 19087
The principal business address for SBplc is:
New Horizons Court
Brentford
Middlesex
ENGLAND TW8 9EP
(c) Information concerning the Group is set forth in response to
Item 2(a) above.
(d) During the last five years, the Group has not been convicted in
a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e) During the last five years the Group was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result thereof 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) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
Source of Funds: Working Capital
Consideration: $1,954,000
Item 4. Purpose of Transaction.
The Group intends to review from time to time the business affairs
and financial position of the Issuer. Based on such evaluation and review, as
well as general economic and industry conditions existing at the time and the
Group's own financial plans, the Group may consider from time to time various
alternative courses of action. Such actions may include the acquisition of
additional shares through open market purposes, privately negotiated
transactions or otherwise. Alternatively, such actions may involve the sale of
all or a portion of the shares in the open market, in privately negotiated
transactions, through public offering or otherwise. All of the securities
acquired have been purchases for investment purposes.
<PAGE> 5
Page 5 of 7 Pages
Item 5. Interest in Securities of the Issuer.
(a) Amount and Percent Beneficially Owned
<TABLE>
<CAPTION>
Reporting Person No. of Shares Percent
<S> <C> <C>
SRO 1,163,801(1) 9.6%
SBplc 160,000 1.3%
---
10.9%
</TABLE>
(1) Includes 5,700 shares which SRO has right to acquire by exercise of
stock options.
(b) The respective members of the Group have sole power to vote and
to dispose of all of the shares of Common Stock identified in subparagraph (a)
above, except for the shares covered by stock options as set for in note (1)
thereto. In the event of the purchase of such shares, SRO would have the sole
power to vote and dispose of all the shares of Common Stock issued upon such
purchase. Until such purchase SRO has no sole or shared power to vote or dispose
of any of the stock options.
(c) In connection with the Issuer's initial public offering ("IPO")
in May 1994, SRO received 1,701,301 shares of Common Stock upon conversion of
Preferred Stock purchased by SRO prior to the IPO. In June 1994, SRO purchased
an additional 90,000 shares at $5.50 per share. Director stock options with
repect to 5,700 shares of Common Stock granted to SRO's representative on the
Issuer's Board of Directors have been transferred to SRO and have not yet been
exercised. In addition, 1,800 shares of Common Stock granted to SRO's
representative as consideration for Board service have been transferred to
SRO. In December 1996, SRO sold 505,000 shares through open market transactions
at an average price of $9.87 per share. On December 5, 1997, SBplc purchased
160,000 shares of Common Stock in a private placement at $12.2125 per share.
SRO sold 130,000 shares of Common Stock in the open market in the following
manner:
<TABLE>
<CAPTION>
Registered Name Transaction Date No. of Shares Price Per Share
<S> <C> <C> <C>
S.R. One, Limited 12-05-97 20,000 $ 9.5313
S.R. One, Limited 12-10-97 60,000 $ 8.25
S.R. One, Limited 12-11-97 50,000 $ 8.25
</TABLE>
(d) The only transactions involving the Group and the Common Stock
of the Issuer are the transactions referenced above.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationship With respect
to Securities of the Issuer.
None
Item 7. Materials to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement dated as of December 12, 1997.
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Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in the Statement is
true, correct and complete.
DATED: December 15, 1997
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Page 7 of 7 Pages
EXHIBIT 1
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) under
Section 13(d) of the Securities Exchange Act of 1934, as amended, that (1) they
shall cause a single Schedule 13D to be filed on behalf of both parties in
respect of their ownership interests in the Common Stock of NPS
Pharmaceuticals, Inc. and (2) S.R. One, Limited shall be authorized to sign
said Schedule 13D and any amendments thereto on behalf of both members of the
Group.
S.R. ONE, LIMITED
By: /s/ Donald F. Parman
--------------------
Donald F. Parman
Vice President
and Secretary
SMITHKLINE BEECHAM plc
By: /s/ Alison Dillon
-------------
Alison Dillon
Deputy Secretary
DATED: December 15, 1997
