UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment no. )*
TULARIK INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
899165104
(CUSIP Number)
Ralph Stadler
BZ Group Holding Limited
Egglirain 24
8832 Wilen, Switzerland
(41)(1)7866666
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 9, 1999
(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 ss.ss. 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 ss.240.13d-7 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 (the "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>
CUSIP No. 899165104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Pharma Vision 2000 AG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
10,158,238
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
10,158,238
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,158,238
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 899165104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BZ Group Holding Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
10,158,238
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
10,158,238
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,158,238
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
Item 1. Security and Issuer.
This statement relates to the shares of common stock (the "Shares") of
Tularik Inc. (the "Issuer"). The address of the Issuer's principal executive
offices is Two Corporate Drive, South San Francisco, California 94080.
Item 2. Identity and Background.
(a)-(c), (f) This statement is being filed by Pharma Vision 2000 AG, a
Swiss corporation ("Pharma Vision"), whose principal business address is
Spielhof 3, 8750 Glarus, Switzerland. Seventy-three per cent of the shares of
common stock of Pharma Vision is owned by BZ Group Holding Limited, a Swiss
corporation ("BZ Holding"), whose principal address is Egglirain 24, 8832 Wilen,
Switzerland.
The name, business address, present principal occupation or employment (and
the name, principal business and address of any corporation or other
organization in which such employment is conducted) and the citizenship of each
executive officer and director of Pharma Vision and BZ Holding is set forth in
Schedule A and incorporated herein by reference.
(d)-(e) Not Applicable.
Item 3. Source and Amount of Funds or Other Consideration.
All of the funds used by Pharma Vision to acquire the Shares it owns came
from funds available for investments. Pharma Vision acquired these Shares as
follows:
1) On October 11, 1996, Pharma Vision purchased 3,280,000 shares of
Series F Convertible Preferred Stock of the Issuer at a price of
$10.00 per share. The Series F Convertible Preferred Stock were
automatically converted into 3,280,000 Shares in connection with the
Issuer's initial public offering (the "IPO").
2) On December 15, 1997, Pharma Vision purchased 5,000,000 shares of
Series G Convertible Preferred Stock of the Issuer at a price of
$10.25 per share. The Series G Convertible Preferred Stock were
automatically converted into 5,000,000 Shares in connection with the
IPO.
3) On December 9, 1999, Pharma Vision purchased 1,878,238 Shares at a
price of $14 per share in a direct offering from the Issuer
concurrently with the IPO.
Item 4. Purpose of Transaction.
Pharma Vision acquired and continues to hold the Shares reported herein for
investment purposes. Pharma Vision has no plans or proposals that relate to, or
that would result in, any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of December 9, 1999, Pharma Vision is the direct beneficial owner of
10,158,238 Shares, or 23.5% of the Shares outstanding after the IPO. BZ Holding
is the indirect beneficial owner of all of the 10,158,238 Shares directly
beneficially owned by Pharma Vision, by virtue of BZ Holding's majority
ownership of Pharma Vision.
(b) Except as described herein, neither Pharma Vision nor BZ Holding nor,
to the best knowledge of Pharma Vision and BZ Holding, any of the persons listed
in Schedule A beneficially owns any Shares.
(c) Except as described above, neither Pharma Vision nor BZ Holding nor, to
the best knowledge of Pharma Vision and BZ Holding, any of the persons listed in
Schedule A, has effected any transactions in the Shares in the past sixty days.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Neither Pharma Vision nor BZ Holding nor, to the best knowledge of Pharma
Vision and BZ Holding, any of the persons listed in Schedule A, has any
contract, arrangement, understanding or relationship with any other person
regarding the Shares, including but not limited to transfer or voting of any of
such shares, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss or the giving or
withholding of proxies, except that under the Issuer's 1997 Non-employee
Directors' Stock Option Plan, David V. Goeddel and Peter J. Sjostrand have
options to purchase 549,999 and 49,000 Shares, respectively.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
December 15, 1999
PHARMA VISION 2000 AG
/s/ Kurt Schiltknecht
-----------------------
Name: Kurt Schiltknecht
Title: Managing Director
BZ GROUP HOLDING LIMITED
/s/ Martin Ebner
-----------------------
Name: Martin Ebner
Title: Chairman
<PAGE>
Schedule A
Set forth below are the names and positions of all of the directors and
executive officers of Pharma Vision 2000 AG and BZ Group Holding Limited, the
principal occupation or employment of such person and the name, principal
business and address of any corporation or other organization in which such
employment is conducted.
PHARMA VISION
Executive Officers and Members of the Board of Directors
- --------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name Business Address Principal Occupation Citizenship
Martin Ebner Pharma Vision 2000 AG Chairman of the Board Switzerland
Spielhof 3
8750 Glarus
Switzerland
Peter Sjostrand Pharma Vision 2000 AG Member of the Board Sweden
Spielhof 3
8750 Glarus
Switzerland
David V. Goeddel Pharma Vision 2000 AG Member of the Board United States
Spielhof 3
8750 Glarus
Switzerland
BZ Holding
EXECUTIVE OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS
Name Business Address Principal Occupation Citizenship
Martin Ebner BZ Group Holding Limited Limited Chairman of the Board Switzerland
Egglirain 24
8832 Willen
Switzerland
Kurt Schiltknecht BZ Group Holding Limited Limited Member of the Board Switzerland
Egglirain 24
8832 Willen
Switzerland
Johan Bjorkman BZ Group Holding Limited Limited Member of the Board Sweden
Egglirain 24
8832 Willen
Switzerland
</TABLE>
<PAGE>
Exhibit Description
Number
- ----------------------------------------------------------------
1. Joint Filing Agreement
<PAGE>
Exhibit 1
December 15, 1999
Joint Filing Agreement
We, the undersigned, hereby express our agreement that the attached
Schedule 13D is, and any future amendments thereto may be, filed on behalf of
each of us.
PHARMA VISION 2000 AG
By: /s/ Kurt Schiltknecht
----------------------
Title: Managing Director
BZ GROUP HOLDING LIMITED
By: /s/ Martin Ebner
-----------------
Title: Chairman
