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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
AMENDMENT NO. 1
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SPIROS DEVELOPMENT CORPORATION II, INC.
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(NAME OF ISSUER)
CALLABLE COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
848 936 100
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(CUSIP NUMBER)
CAM L. GARNER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DURA PHARMACEUTICALS, INC.
7475 LUSK BOULEVARD
SAN DIEGO, CALIFORNIA 92121
(619) 457-2553
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 22, 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 / /.
(Continued on following pages)
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- ---------------------------- ---------------------------
CUSIP NO. 848 936 100 13D 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
DURA PHARMACEUTICALS, INC.
IRS Employer Identification No.: 95-3645543
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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
U.S.A.
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7 SOLE VOTING POWER
NUMBER 6,325,000(1)
OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,325,000(1)
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,325,000(1)
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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
100%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Represents the total number of shares of Callable Common Stock of Spiros
Development Corporation II, Inc. ("SDCII Common Stock") currently outstanding.
Such shares are currently traded as units, 156,250 of which are currently held
by Dura's Deferred Compensation Plan. Each unit consists of one Share of SDCII
Common Stock and one warrant to purchase one-fourth of one share of Common Stock
of Dura Pharmaceuticals, Inc. ("Dura"). However, pursuant to Dura's option,
upon exercise Dura shall purchase all of the outstanding shares of SDCII Common
Stock outstanding at the time of exercise of Dura's option. As a result, the
above reported number of shares of SDCII Common Stock is subject to change,
based upon the total number of SDCII Common Stock outstanding at the time of
exercise.
Page 2 of 7
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this Statement relates is the
Callable Common Stock (the "SDCII Common Stock") of Spiros Development
Corporation II, Inc., a Delaware corporation, ("SDCII") whose principal
executive offices are at 7475 Lusk Blvd., San Diego, California 92121.
ITEM 2. IDENTITY AND BACKGROUND
Dura Pharmaceuticals, Inc., a Delaware corporation ("Dura") is the
party filing this Statement. Dura's principal executive offices are located
at 7475 Lusk Boulevard, San Diego, CA 92121, and its principal business is
the development and marketing of respiratory pharmaceutical products and the
development of a pulmonary drug delivery system.
For information required by this Item 2 of Schedule 13D with respect
to the executive offices and directors of Dura, reference is made to
Attachment A to this Schedule 13D, which is incorporated herein by reference.
During the last five years, neither Dura, nor to its best knowledge,
any of the persons named on Attachment A attached hereto, has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As was previously reported, if Dura exercises its option to purchase
all of the SDCII Common Stock (the "Purchase Option" or "Transaction"), the
purchase price calculated on a per share basis (the "Purchase Option Exercise
Price") will be as follows:
<TABLE>
<CAPTION>
IF THE SPIROS CORP. II COMMON STOCK IS ACQUIRED PURCHASE OPTION
PURSUANT TO THE PURCHASE OPTION: EXERCISE PRICE
-------------------------------- --------------
<S> <C>
Before January 1, 2000................................................ $24.01
On or after January 1, 2000 and on or before March 31, 2000........... 25.26
On or after April 1, 2000 and on or before June 30, 2000.............. 26.57
On or after July 1, 2000 and on or before September 30, 2000.......... 27.96
On or after October 1, 2000 and on or before December 31, 2000........ 29.41
On or after January 1, 2001 and on or before March 31, 2001........... 31.10
On or after April 1, 2001 and on or before June 30, 2001.............. 32.88
On or after July 1, 2001 and on or before September 30, 2001.......... 34.77
On or after October 1, 2001 and on or before December 31, 2001........ 36.76
On or after January 1, 2002 and on or before March 31, 2002........... 38.87
On or after April 1, 2002 and on or before June 30, 2002.............. 41.10
On or after July 1, 2002 and on or before September 30, 2002.......... 43.46
On or after October 1, 2002 and on or before December 31, 2002........ 45.95
</TABLE>
Page 3 of 7
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The Purchase Option Exercise Price may be paid in cash or shares of
Dura Common Stock, or any combination of the foregoing, at Dura's sole
discretion. Any such shares of Dura Common Stock will be valued based upon
the average of the closing price for Dura Common Stock on the Nasdaq National
Market for ten trading days immediately preceding the date of the Exercise
Notice. Management currently expects that any cash payments will be derived
from Dura's existing cash and cash equivalents.
ITEM 4. PURPOSE OF TRANSACTION
As was previously reported, the purpose of the Transaction is to
acquire the rights to all products and product candidates developed or under
development by SDCII pursuant to a certain Development Agreement dated
December 22, 1997 between Dura and SDCII.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As was previously reported, Dura beneficially owns an interest in
100% of the SDCII Common Stock outstanding at the time of Dura's
exercise of the Purchase Option. Currently there are 6,325,000
shares of SDCII Common Stock outstanding, all of which are
currently trading as a component of units (the "Units"), each Unit
consisting of one share of SDCII Common Stock and one warrant (the
"Warrants") to purchase one-fourth of one share of Dura Common
Stock. Dura's Deferred Compensation Plan currently holds 156,250
Units.
(b) Upon the closing of the Transaction, Dura shall have sole power to
vote and dispose of all of the outstanding shares of SDCII Common
Stock at the time of exercise. Currently there are 6,325,000
shares of SDCII Common Stock outstanding, all of which are trading
as Units.
(c) Not applicable.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
As was previously reported, pursuant to SDCII's Amended and Restated
Certificate of Incorporation (the "SDCII Certificate"), Dura, as the holder of
all of the issued and outstanding special shares, par value $1.00 per share, of
Spiros Corp. II (the "Special Shares"), has the right to purchase all, but not
less than all, of the SDCII Common Stock outstanding at the time the Purchase
Option is exercised. The Purchase Option will be exercisable by notice (the
"Exercise Notice") given at any time beginning on December 22, 1997, the closing
of the initial public U.S. and international offerings of the Units (the
"Offerings") and ending on the earlier of (i) December 31, 2002 or (ii) the 90th
day after the date SDCII provides Dura (as such holder) with
Page 4 of 7
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quarterly financial statements of SDCII showing cash or cash equivalents of
less than $5 million (the "Financial Notice"), although, following the
receipt of the Financial Notice, Dura may elect to extend such period by
providing additional funding for the continued development of certain
products (the "Spiros Products") (but in no event beyond December 31, 2002).
If the Purchase Option is exercised, the purchase price calculated on a per
share basis (the "Purchase Option Exercise Price") will be as follows:
<TABLE>
<CAPTION>
IF THE SPIROS CORP. II COMMON STOCK IS ACQUIRED PURCHASE OPTION
PURSUANT TO THE PURCHASE OPTION: EXERCISE PRICE
-------------------------------- --------------
<S> <C>
Before January 1, 2000................................................... $24.01
On or after January 1, 2000 and on or before March 31, 2000.............. 25.26
On or after April 1, 2000 and on or before June 30, 2000................. 26.57
On or after July 1, 2000 and on or before September 30, 2000............. 27.96
On or after October 1, 2000 and on or before December 31, 2000........... 29.41
On or after January 1, 2001 and on or before March 31, 2001.............. 31.10
On or after April 1, 2001 and on or before June 30, 2001................. 32.88
On or after July 1, 2001 and on or before September 30, 2001............. 34.77
On or after October 1, 2001 and on or before December 31, 2001........... 36.76
On or after January 1, 2002 and on or before March 31, 2002.............. 38.87
On or after April 1, 2002 and on or before June 30, 2002................. 41.10
On or after July 1, 2002 and on or before September 30, 2002............. 43.46
On or after October 1, 2002 and on or before December 31, 2002........... 45.95
</TABLE>
The Purchase Option Exercise Price may be paid in cash or shares of
Dura Common Stock, or any combination of the foregoing, at Dura's sole
discretion. Any such shares of Dura Common Stock will be valued based upon
the average of the closing price for Dura Common Stock on the Nasdaq National
Market for ten trading days immediately preceding the date of the Exercise
Notice.
Dura owns all of the issued and outstanding Special Shares, which
grants Dura the Purchase Option and confers certain voting and other rights,
including the right to elect two of the five directors of SDCII. Under
SDCII's Amended and Restated Certificate of Incorporation, SDCII will be
prohibited, until the expiration of the Purchase Option, from taking or
permitting certain actions inconsistent with Dura's rights under the Purchase
Option. For example, until the expiration of the Purchase Option, SDCII will
not be able to, among other things, without the consent of Dura, pay any
dividends, issue additional shares of capital stock, have outstanding
borrowings in excess of an aggregate of $1 million, or merge, liquidate or
sell all or substantially all of its assets or alter the Purchase Option.
On December 22, 1997 the Offerings closed pursuant to certain
underwriting agreements dated December 16, 1997 by and between SDCII, Dura and
the U.S. and International Underwriters (as hereinafter defined). The Offerings
resulted in an issuance and sale of 6,325,000 Units (including the Units sold to
the international and U.S. underwriters of the Offerings (the "Underwriters") as
a result of the full exercise of their respective over allotment options) and
net proceeds for SDCII of $94,156,000. The Units are listed on the Nasdaq
National Market. The SDCII Common Stock and the Warrants comprising the Units
will trade only as units through December 31, 1999 or such earlier date as the
Purchase Option is exercised
Page 5 of 7
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or expires unexercised (the "Separation Date"). It is expected that the
SDCII Common Stock and the Warrants will be eligible for quotation after the
Separation Date on the Nasdaq National Market. There can be no assurance
that there will be an active trading market for the Units or that, after the
Separation Date, there will be active trading markets for the SDCII Common
Stock or the Warrants. The Dura Common Stock is quoted on the Nasdaq
National Market.
In accordance with the terms of the SDCII Certificate, the holders of
the Callable Common Stock will be obligated to sell such shares to Dura upon
exercise of the Purchase Option. These stockholders have no investment
discretion in connection with Dura's purchase of such outstanding shares of
SDCII Common Stock, and title to the SDCII Common Stock automatically vests
in Dura on the closing of the Transaction.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1* Amended and Restated Certificate of Incorporation of SDCII as
filed with the Secretary of State of Delaware on December 18,
1997.
99.2* U.S. Purchase Agreement dated December 16, 1997 by and between
Dura, SDCII and the U.S. Underwriter.
99.3* International Purchase Agreement dated December 16, 1997 by and
between Dura, SDCII and the international Underwriters.
* These exhibits were previously filed as part of, and are hereby
incorporated by reference to the same exhibits filed with the
Registration Statement on Forms S-1/S-3 (Registration
No. 333-37673/37673-01) by Spiros Development Corporation II,
Inc./Dura Pharmaceuticals, Inc. on October 10, 1997, as amended.
Page 6 of 7
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SIGNATURE
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.
March 26, 1999 DURA PHARMACEUTICALS, INC.
By: /s/ Mitchell R. Woodbury
-----------------------------
Title: Senior Vice President
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).13
Page 7 of 7
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ATTACHMENT A
EXECUTIVE OFFICERS AND DIRECTORS OF
DURA PHARMACEUTICALS, INC.
The names and titles of the executive officers and the names of the
directors of Dura Pharmaceuticals, Inc. are set forth below. If no address
is given, the director's or executive officer's business address is that of
Dura Pharmaceuticals, Inc. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to Dura Pharmaceuticals, Inc. and
each individual is a United States Citizen. Also included below are the
executive officers' and directors' interest in securities of SDCII which does
not currently include any ownership of the SDCII common stock identified in
Item 1 but rather includes ownership of options to purchase shares of SDCII
common stock and ownership of Units. Each of the persons identified below
has sole power to vote or dispose of their respective securities. There were
no transactions in the securities that were effected during the past 60 days.
All of the options set forth below are granted pursuant to SDCII's 1997 Stock
Option Plan. None of the options are currently exercisable. None of the
options vest until 5 years from the grant date. However, vesting of the
options accelerate upon Dura's exercise of the Purchase Option.
<TABLE>
<CAPTION>
INTEREST IN SECURITIES OF SDCII
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EXERCISE GRANT
POSITION; PRICE OF DATE OF
EXECUTIVE OFFICERS PRESENT PRINCIPAL OCCUPATION UNITS OPTIONS OPTIONS OPTIONS
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<S> <C> <C> <C> <C> <C>
Cam L. Garner Chairman of the Board and Chief Executive Officer 13,250 87,000 $14.00 12-16-97
David S. Kabakoff President, Dura Technologies 10,660 71,000 $14.00 12-16-97
Robert S. Whitehead President 10,000 $15.88 2-2-98
40,000 $14.50 7-10-98
Julia Brown Executive Vice President 6,000 27,000 $14.00 12-16-97
Charles W. Prettyman Senior Vice President, Clinical Development and 38,000 $14.00 12-16-97
Regulatory Affairs
Mitchell R. Woodbury Senior Vice President, General Counsel and 27,000 $14.00 12-16-97
Secretary
Lloyd E. Flanders Senior Vice President, Program Management and R&D 45,000 $14.00 6-19-98
Planning
Michael T. Borer Senior Vice President and Chief Financial Officer 8,000 20,000 $14.00 8-27-98
<CAPTION>
INTEREST IN SECURITIES OF SDCII
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EXERCISE GRANT
POSITION; PRICE OF DATE OF
DIRECTORS PRESENT PRINCIPAL OCCUPATION UNITS OPTIONS OPTIONS OPTIONS
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<S> <C> <C> <C> <C> <C>
James C. Blair General Partner, Domain Associates -- -- -- --
Herbert J. Conrad Private Consultant -- -- -- --
Joseph C. Cook, Jr. Chairman and Chief Executive Officer, -- -- -- --
Amylin Pharmaceuticals, Inc.
Cam L. Garner Chairman of the Board and Chief Executive Officer, 13,250 87,000 $14.00 12-16-97
Dura Pharmaceuticals, Inc.
David F. Hale President and Chief Executive Officer, Women First -- -- -- --
Health Care, Inc.
David S. Kabakoff President, Dura Technologies, 10,660 71,000 $14.00 12-16-97
Dura Pharmaceuticals, Inc.
Gordon V. Ramseier Executive Director, The Sage Group -- -- -- --
Charles G. Smith Private Consultant -- -- -- --
-- -- -- --
</TABLE>
