<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
SCHEDULE 13D
AMENDMENT NO. 1
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Medarex, Inc.
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(Name of Issuer)
COMMON STOCK, par value $0.01
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(Title of Class of Securities)
583916-10-1
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CUSIP Number
BCC Acquisition I LLC
c/o Bay City Capital LLC
750 Battery Street
Suite 600
San Francisco, California 94111
(415) 676-3830
with a copy to:
Timothy G. Hoxie, Esq.
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104
(415) 772-6052
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(Name, address and telephone number
of person authorized to receive notices and communications)
AUGUST 4, 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 that is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: / /
(Continued on following pages)
(Page 1 of 13 Pages)
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CUSIP NO. 583916-10-1 13D Page 2 of 13 pages
AMENDMENT NO. 1
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1) NAMES OF REPORTING PERSONS BCC Acquisition I LLC
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X /
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3) SEC USE ONLY
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4) SOURCE OF FUNDS WC, AF
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER -0-
BY EACH REPORTING -------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 4,176,673 shares
-------------------------------------------------
(9) SOLE DISPOSITIVE
POWER -0-
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 4,176,673 shares
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,176,673 shares
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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) 15.8%
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14) TYPE OF REPORTING PERSON OO
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CUSIP NO. 583916-10-1 13D Page 3 of 13 pages
AMENDMENT NO. 1
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1) NAMES OF REPORTING PERSONS The Bay City Capital Fund I, L.P.
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / X /
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3) SEC USE ONLY
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4) SOURCE OF FUNDS WC, AF
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER -0-
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 4,176,673 shares
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER -0-
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 4,176,673 shares
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,176,673 shares
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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) 15.8%
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14) TYPE OF REPORTING PERSON PN
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CUSIP NO. 583916-10-1 13D Page 4 of 13 pages
AMENDMENT NO. 1
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1) NAMES OF REPORTING PERSONS Bay City Capital Management LLC
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / X /
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3) SEC USE ONLY
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4) SOURCE OF FUNDS AF
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER -0-
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 4,176,673 shares
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER -0-
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 4,176,673 shares
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,176,673 shares
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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) 15.8%
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14) TYPE OF REPORTING PERSON OO
<PAGE>
CUSIP NO. 583916-10-1 13D Page 5 of 13 pages
AMENDMENT NO. 1
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1) NAMES OF REPORTING PERSONS Bay City Capital LLC
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / X /
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3) SEC USE ONLY
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4) SOURCE OF FUNDS AF
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER -0-
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER 4,176,673 shares
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER -0-
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER 4,176,673 shares
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,176,673 shares
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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) 15.8%
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14) TYPE OF REPORTING PERSON OO
<PAGE>
CUSIP NO. 583916-10-1 13D Page 6 of 13 pages
AMENDMENT NO. 1
INTRODUCTION
BCC Acquisition I LLC, a Delaware limited liability company ("BCC
Acquisition"), hereby files this Amendment No. 1 (the "Amendment") to the
Statement on Schedule 13D (the "Statement") on behalf of the Reporting
Persons (as defined under Item 2 of the Statement) pursuant to the Agreement
With Respect to Schedule 13D attached to the Statement as Exhibit 7(1).
Defined terms not otherwise defined herein are deemed to have the same
definition as ascribed thereto in the Statement.
Pursuant to a Rights Exchange Agreement (the "Rights Exchange
Agreement"), dated June 10, 1998, between BCC Acquisition and Medarex, Inc.,
a New Jersey corporation (the "Issuer"), attached to the Statement as Exhibit
7(2), the Issuer agreed to issue shares ("Shares") of its common stock
("Common Stock") and a warrant or warrants ("Warrant" or "Warrants") to
acquire additional Shares to BCC Acquisition in exchange for the cancellation
of certain rights BCC Acquisition may subsequently acquire, as described
below.
BCC Acquisition made an offer (the "Offer"), as called for in the Rights
Exchange Agreement, to purchase for cash any or all of $44,412,500 (subject
to a $22,206,250 minimum) in aggregate face value (the "Face Value") of the
contingent payment rights (the "Rights") held by the former shareholders of
GenPharm International, Inc. ("GenPharm"), in connection with an acquisition
of GenPharm by the Issuer, on October 21, 1997 (the "Merger"). These Rights
arise out of the Agreement and Plan of Reorganization, between the Issuer,
Medarex Acquisition Corp. and GenPharm, dated as of May 5, 1997 (the "Merger
Agreement"). The Offer is described more fully in the Offer to Purchase
attached to the Statement as Exhibit 7(5).
The Rights Exchange Agreement and the Offer to Purchase provided that,
immediately upon the consummation of the Offer, BCC Acquisition would
exchange each $6.75 in Face Value of the Rights it acquires in the Offer for
(i) one share of the Issuer's Common Stock (up to
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CUSIP NO. 583916-10-1 13D Page 7 of 13 pages
AMENDMENT NO. 1
a maximum of 6,579,629 shares) plus (ii) a Warrant or Warrants to purchase
.1222 (rounded to the nearest ten-thousandth) shares of Common Stock of the
Issuer (up to a maximum of 804,000 shares) at an exercise price of $10.00 per
share exercisable over a period of seven years. The Warrant or Warrants will
be issued upon the terms and conditions set forth in the Warrant Agreement
(the "Warrant Agreement," attached to the Statement as Exhibit 7(3)) between
the Issuer and BCC Acquisition.
On August 4, 1998, BCC Acquisition and the Issuer closed the
transactions contemplated by the Rights Exchange Agreement and Offer to
Purchase. Pursuant to the Rights Exchange Agreement and Offer to Purchase,
all of the following occurred at the Closing: (1) BCC Acquisition received,
by way of assignment from the former GenPharm shareholders, Rights having an
aggregate Face Value of $25,122,670.31; (2) the former GenPharm shareholders
received from BCC Acquisition the aggregate cash purchase price for such
Rights of $20,098,136.25 (representing 80% of the Face Value of the Rights
assigned to BCC Acquisition); (3) BCC Acquisition immediately assigned the
Rights to the Issuer for cancellation; (4) in consideration of BCC
Acquisition's assignment of the Rights to the Issuer, the Issuer issued to
BCC Acquisition, pursuant to the Rights Exchange Agreement, 3,721,877 Shares
of Common Stock and a Warrant to purchase 454,796 additional Shares of Common
Stock subject to the terms and conditions set forth in the Warrant Agreement
attached to the Statement as Exhibit 7(3); and (5) the Issuer's board of
directors appointed BCC Acquisition's nominee, Fred B. Craves, as a director
of the Issuer.
The number of shares of Common Stock issued by the Issuer to BCC
Acquisition in exchange for the Rights constitute approximately 14.4% (or
approximately 15.8% assuming complete exercise of the Warrant) of the number
of shares of the Issuer's Common Stock outstanding after the Closing. The
Rights Exchange Agreement provides that the Issuer will file
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CUSIP NO. 583916-10-1 13D Page 8 of 13 pages
AMENDMENT NO. 1
a registration statement covering the Shares issued or issuable under the
Rights Exchange Agreement and Warrant Agreement.
Only those Items amended are reported herein.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended by adding the following paragraphs at the end thereof:
On August 4, 1998, BCC Acquisition and the Issuer closed the
transactions contemplated by the Rights Exchange Agreement and Offer to
Purchase. Pursuant to the Rights Exchange Agreement and Offer to Purchase,
all of the following occurred at the Closing: (1) BCC Acquisition received,
by way of assignment from the former GenPharm shareholders, Rights having an
aggregate Face Value of $25,122,670.31; (2) the former GenPharm shareholders
received from BCC Acquisition the aggregate cash purchase price for such
Rights of $20,098,136.25 (representing 80% of the Face Value of the Rights
assigned to BCC Acquisition, the "Purchase Price"); (3) BCC Acquisition
immediately assigned the Rights to the Issuer for cancellation; (4) in
consideration of BCC Acquisition's assignment of the Rights to the Issuer,
the Issuer issued to BCC Acquisition, pursuant to the Rights Exchange
Agreement, 3,721,877 Shares of Common Stock and a Warrant to purchase 454,796
additional Shares of Common Stock subject to the terms and conditions set
forth in the Warrant Agreement attached to the Statement as Exhibit 7(3); and
(5) the Issuer's board of directors appointed BCC Acquisition's nominee, Fred
B. Craves, as a director of the Issuer.
The total amount of funds required by BCC Acquisition to purchase the
Rights was $20,098,136.25. Pursuant to the LLC Agreement, attached to the
Statement as Exhibit 7(4),
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CUSIP NO. 583916-10-1 13D Page 9 of 13 pages
AMENDMENT NO. 1
BCC and BIG made cash contributions of $15,000,000 and $5,098,136.25,
respectively, to BCC Acquisition for payment of the Purchase Price on the
Closing Date.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding the following paragraph immediately prior to
the second to the last paragraph thereof:
The Issuer's board of directors appointed BCC Acquisition's nominee,
Fred B. Craves, to serve as a member of the board commencing immediately
after the Closing.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5, paragraphs (a) and (b), are amended to read as follows:
(a) and (b)
The aggregate number of Shares and percentage of Common Stock of the
Issuer (based upon the representation of the Issuer that it had 22,202,036
shares of Common Stock outstanding as of August 4, 1998 prior to the Closing)
beneficially owned by each person named in Item 2, as well as the number of
Shares of Common Stock as to which such person is deemed to have sole power
to vote or to direct the vote, shared power to vote or to direct the vote,
sole power to dispose or to direct the disposition, or shared power to
dispose or direct the disposition, in each case after giving effect to the
transactions contemplated by the Rights Exchange Agreement, is set forth in
the following table.
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CUSIP NO. 583916-10-1 13D Page 10 of 13 pages
AMENDMENT NO. 1
(This table shows the number of shares that were acquired upon exchange of
the Rights, pursuant to the Rights Exchange Agreement, and includes the
Shares that would be received upon complete exercise of the Warrant.)
<TABLE>
<CAPTION>
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Reporting Person No. of Percentage Power to Vote Power to Dispose
Shares of Class Shared Sole Shared Sole
Beneficially
Owned
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<S> <C> <C> <C> <C> <C> <C>
BCC Acquisition 4,176,673 15.8% 4,176,673 4,176,673
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BCC 4,176,673 15.8% 4,176,673 4,176,673
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BCC Management 4,176,673 15.8% 4,176,673 4,176,673
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BCC LLC 4,176,673 15.8% 4,176,673 4,176,673
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</TABLE>
The information required by Item 5 with respect to persons with whom
voting or dispositive power is shared is set forth in Item 2 of the
Statement.
A response to Item 5(c) is added as follows:
Other than the closing of the transactions contemplated by the Rights
Exchange Agreement and the Offer to Purchase which are described in this
Amendment, there have been no transactions by the Reporting Persons in the
Issuer's Common Stock since the date of filing of the Statement.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7(6). Rider to LLC Agreement
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CUSIP NO. 583916-10-1 13D Page 11 of 13 pages
AMENDMENT NO. 1
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 12, 1998
BCC Acquisition I LLC
By: Its Manager
The Bay City Capital Fund I, L.P.
By: Its General Partner
Bay City Capital Management LLC
By: /s/ Fred B. Craves
---------------------------------
Its: Manager
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CUSIP NO. 583916-10-1 13D Page 12 of 13 pages
AMENDMENT NO. 1
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO DESCRIPTION PAGE
- ---------- ----------- ----
<C> <S> <C>
7(6) Rider to LLC Agreement 13
</TABLE>
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CUSIP NO. 583916-10-1 13D Page 13 of 13 pages
AMENDMENT NO. 1
EXHIBIT 7(6)
RIDER TO LLC AGREEMENT
The following text has been added as an exception to the transfer
restrictions set forth in Section 6.3 of the LLC Agreement:
"BIG and its successors and assigns shall have the right to transfer
its interest in the company if such interest is transferred to an
affiliate of BIG or such successor or assign, as the case may be.
For purposes hereof, "affiliate" with respect to BIG shall mean (a)
all lineal descendants of Nicholas J. Pritzker, deceased, and all
spouses and adopted children of such descendants; (b) all trusts for
the benefit of any person described in clause (a) and the trustees of
such trusts; (c) all legal representatives of any person or trust
described in clauses (a) or (b); and (d) all partnerships,
corporations, limited liability companies or other entities owned by
or controlling, controlled by or under common control with any
person, trust or other entity described in clauses (a), (b), (c) or
(d). "control" for these purposes shall mean the ability to
influence, direct or otherwise significantly affect the major
policies, activities or actions of any person or entity."
