SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
CONDUCTUS, INC.
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
206784100
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(CUSIP Number)
with a copy to:
Jonathan Gallen Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 891-2132 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 18, 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 l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 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. See Section 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).
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Cusip No. 206784100
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Jonathan Gallen
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC/PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 1,032,600*
Shares Beneficially 8) Shared Voting Power:
Owned by
Each Reporting 9) Sole Dispositive Power: 1,032,600*
Person With: 10) Shared Dispositive Power:
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,032,600*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 8.5%*
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14) Type of Reporting Person (See Instructions): IA/IN
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* Pequod Investments, L.P. ("Pequod"), a New York limited partnership, is the
holder of 45,000 shares of Conductus, Inc.'s (the "Company") Series C preferred
stock (the "Preferred Stock"). Pequod International, Ltd. ("International"), a
corporation organized under the laws of the Bahamas, is the holder of 32,300
shares of Preferred Stock. Jonathan Gallen's Individual Retirement Account is
the holder of 3,750 shares of Preferred Stock. Amy Gallen, Jonathan Gallen's
wife, is the holder of 5,000 shares of Preferred Stock. The Preferred Stock is
convertible at the option of the holder any time after June 17, 2000 into ten
(10) shares of the Company's common stock, par value $.0001 per share (the
"Common Stock"). In addition, Pequod, International, Jonathan Gallen's
Individual Retirement Account and Amy Gallen are the holders of warrants issued
by the Company (the "Warrants"), which are exercisable at any time after June
17, 2000, for 90,000, 64,600, 7,500 and 10,000 shares of Common Stock,
respectively. Jonathan Gallen possesses sole power to vote and direct the
disposition of all shares of Preferred Stock and Warrants held by Pequod,
International, his Individual Retirement Account and Amy Gallen. Accordingly,
for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, Mr.
Gallen is deemed to beneficially own 1,032,600 shares of Common Stock.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.0001 per share
(the "Common Stock"), of Conductus, Inc. (the "Company"), whose principal
executive offices are located at 969 W. Maude Avenue, Sunnyvale, California
94086.
Item 2. Identity and Background.
The person filing this statement is Jonathan Gallen, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Gallen
serves, indirectly through one or more entities, as the investment advisor and
exercises investment authority for Pequod Investments, L.P., a New York limited
partnership ("Pequod"), and for Pequod International, Ltd., a corporation
organized under the laws of the Bahamas ("International"). Pequod and
International are engaged in the investment in personal property of all kinds,
including, but not limited to, capital stock, depository receipts, investment
companies, mutual funds, subscriptions, warrants, bonds, notes, debentures,
options and other securities of whatever kind and nature.
Mr. Gallen has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now 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. Mr. Gallen is a citizen
of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase the Preferred Stock and Warrants on behalf
of Pequod, International, Jonathan Gallen's Individual Retirement Account and
Amy Gallen have come directly from the assets of Pequod, International, Jonathan
Gallen and Amy Gallen, respectively. The amount of funds used to purchase the
securities described herein by Pequod, International, Jonathan Gallen's
Individual Retirement Account and Amy Gallen, was $1,800,000, $1,292,000,
$150,000 and $200,000, respectively.
Item 4. Purpose of Transaction.
The acquisition of the Preferred Stock and Warrants by Pequod,
International, Jonathan Gallen's Individual Retirement Account and Amy Gallen
and is for investment purposes. Mr. Gallen has no present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information provided by the management of the Company,
there were 11,119,359 shares of Common Stock outstanding as of March 3, 2000. As
of April 18, 2000, Pequod, International, Jonathan Gallen's Individual
Retirement Account and Amy Gallen were the holders of 45,000, 32,300, 3,750 and
5,000 shares of Preferred Stock, respectively. The Preferred Stock is
convertible at the option of the holder any time after June 17, 2000 into ten
(10) shares of the Company's Common Stock. In addition, Pequod, International,
Jonathan Gallen's Individual Retirement Account and Amy Gallen are the holders
of warrants issued by the Company (the "Warrants"), which are exercisable at any
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time after June 17, 2000, for 90,000, 64,600, 7,500 and 10,000 shares of Common
Stock, respectively. Mr. Gallen possesses sole power to vote and direct the
disposition of all Preferred Stock and Warrants held by Pequod, International,
his Individual Retirement Account and Amy Gallen. Accordingly, as of April 18,
2000, for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, Mr.
Gallen is deemed to beneficially own 1,032,600 shares of Common Stock, or 8.5%
of the shares of Common Stock issued and outstanding as of that date. Each of
Jonathan Gallen and Amy Gallen have not transacted in any securities of the
Company on their own behalf during the past sixty (60) days. The following table
sets forth the transactions by each of Pequod and International in shares of
Common Stock during the past sixty (60) days, each of which were effected in an
ordinary broker's transaction.
I. Pequod Investments, L.P.
(Purchases)
NONE
(Sales)
Date Quantity Price
February 25, 2000 10,000 $68.99
February 25, 2000 22,000 $66.18
February 28, 2000 30,000 $76.62
II. Pequod International, Ltd.
(Purchases)
Date Quantity Price
March 1, 2000 3,500 $53.83
March 3, 2000 1,000 $55.40
(Sales)
Date Quantity Price
February 23, 2000 10,000 $38.78
February 25, 2000 16,000 $66.18
February 28, 2000 20,000 $76.62
March 1, 2000 3,500 $58.99
March 3, 2000 1,000 $54.35
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Mr. Gallen and any
person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
April 18, 2000
/s/ Jonathan Gallen
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Jonathan Gallen, individually and in
his capacity as the investment
advisor for Pequod Investments, L.P.
and for Pequod International, Ltd.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
