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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: October 31, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CELLEGY PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
15115L-10-3
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(CUSIP Number)
K. MICHAEL FORREST,
CELLEGY PHARMACEUTICALS, INC..
1065 EAST HILLSDALE BLVD., SUITE 418
FOSTER CITY, CA, CA 94404 (415) 524-1600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 23, 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 [ ].
<PAGE>
<TABLE>
<CAPTION>
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K. MICHAEL FORREST
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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
PF
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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
U.S.
- -------------------------- ------- -----------------------------------------------------------------------------------------
7 SOLE VOTING POWER
425,827
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
425,827
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,827
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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)
5.68%
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14 TYPE OF REPORTING PERSON
IN
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</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock ("Common
Stock"), of Cellegy Pharmaceuticals, Inc., a California corporation ("Issuer" or
the "Company"). The principal executive offices of the Company are located at
1065 East Hillsdale Blvd., Suite 418, Foster City, CA 94404.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is K. Michael Forrest. Mr.
Forrest is the Chief Executive Officer of Issuer and has a business address at
the principal office of the Company.
The undersigned has not been convicted of any offense in a criminal
proceeding (excluding traffic violations or misdemeanors) during the past five
years. During the past five years, he has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree of final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or pursuant to which he was found to have violated such
laws.
Mr. Forrest is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with a private placement transaction, the undersigned
purchased 347,827 shares (the "Shares") of Common Stock pursuant to a Common
Stock Purchase Agreement dated July 23, 1997. Mr. Forrest purchased the Shares
at a price per share of $2.875, all of which was paid in cash. None of the
purchase price was borrowed. On May 27, 1997, Mr. Forrest purchased 10,000
shares of Common Stock on the open market for a purchase price of $2.875 per
share, all of which was paid in cash.
In November 1996, in connection with the undersigned's employment as
President and Chief Executive Officer of the Company, the Company granted to the
undersigned an incentive stock option (the "Option") under the Company's 1995
Equity Incentive Plan (the "Plan"), covering 245,000 shares of Common Stock at
an exercise price equal to the closing price of the Common Stock on the date the
option was granted. Subject to the restrictions described below, the Option
becomes exercisable ("vests") in accordance with the following schedule: 25,000
of the shares subject to the Option vest on the date of grant; another 25,000
shares vest six (6) months from the date of grant; and 45,000 of the shares vest
if the closing price of the Common Stock is at or above $12.50 (taking into
account any split of the Common Stock) for ten consecutive trading days during
the five year period beginning on the grant date of the Option. Notwithstanding
the above, all such 45,000 shares will vest five (5) years from the grant date
(subject to the provisions of the Plan relating to termination of employment).
Finally, 150,000 shares vest in equal annual installments over a period of four
years from the grant date.
The undersigned has not exercised any of the Options and as a result has
not expended any funds to acquire any Option shares. The agreements relating to
the Option permit the undersigned to pay for
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<PAGE>
shares acquired upon exercise of the Option by means of a variety of
consideration, including cash, stock and promissory notes.
ITEM 4. PURPOSE OF TRANSACTION.
As enumerated in Item 3 above, the undersigned purchased the Shares in a
private placement transaction. The undersigned was granted the Options in
connection with the undersigned's position as President, Chief Executive Officer
and a director of the Company, in order to provide additional incentive to the
undersigned. Subject to the availability of additional shares at prices regarded
as attractive, alternative investment opportunities, personal factors and other
matters deemed by him to be relevant, the undersigned may acquire additional
shares of Common Stock at any time and from time to time in the open market, in
privately negotiated transactions, through employee benefit programs, or
otherwise, or may sell shares acquired upon exercised of the Option or otherwise
from time to time on the open market, in privately negotiated transactions, or
otherwise. The undersigned will review his investment in the Company, together
with his other investments, and may purchase or sell Common Stock in his
discretion at any time or from time to time depending on various factors
including those referred to above.
Except as described below, the undersigned does not have any present plans
or proposals relating to: (a) the acquisition by any person of additional
securities of the Company or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company including, but not limited to, any plans or proposals to change the
number or the term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the
Company; (f) any other material change in the Company's corporate structure or
business; (g) any change in the Company's articles of incorporation or bylaws,
as amended, or other actions which may impede the acquisition of control of the
Company by any person; (h) a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or (j) any action similar to those enumerated above.
As described in the Company's periodic reports, the Company from time to
time evaluates possible acquisitions of products or companies, or other possible
transactions, which the Company believes may be in its best interests. Mr.
Forrest is the President, Chief Executive Officer and a director of the Company.
He expects, in his capacity as such, to consider from time to time proposals for
various corporate actions, possibly including any of the actions enumerated in
this Item, and to act upon any proposals under consideration in the manner he
believes to be in the best interests of the Company.
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<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The undersigned may be regarded as the beneficial owner of 425,827 shares
of Common Stock, or approximately 5.68% of the issued and outstanding shares of
Common Stock as of July 24, 1997. The figure includes 50,000 shares covered by
the Option, and 375,827 shares of Common Stock held by the undersigned. On May
27, 1997, Mr. Forrest purchased 10,000 shares of Common Stock on the open market
for a purchase price of $2.875 per share.
The undersigned has the sole power to vote and direct the voting and to
dispose of or direct the disposition of the shares acknowledged as beneficially
owned by him in this Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER.
Other than as described herein, to the knowledge of Mr. Forrest, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons referenced in Item 2 and between such persons and any person
with respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees or profits, division or
profits or loss, or the giving or withholding or proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 29, 1997
/s/ K. Michael Forrest
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K. Michael Forrest
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