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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
(AMENDMENT NO. 1)(1)
NPS PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
62936P 10 3
(CUSIP Number)
Marc Schneidman
BVF Partners L.P.
333 West Wacker Drive, Suite 1600
Chicago, Illinois 60606
(312) 263-7777
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 16, 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 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 / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. SEE Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
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(1) 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 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. 62936P 10 3 13D PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BIOTECHNOLOGY VALUE FUND, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/X/ (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 989,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
989,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 62936P 10 3 13D PAGE 3 OF 7 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BVF PARTNERS L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/ (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 2,052,700
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,052,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,052,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 62936P 10 3 13D PAGE 4 OF 7 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BVF INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/ (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
-0-
NUMBER OF
8 SHARED VOTING POWER
SHARES
2,052,700
BENEFICIALLY
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON WITH
10 SHARED DISPOSITIVE POWER
2,052,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,052,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 62936P 10 3 13D PAGE 5 7 PAGES
Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D dated
September 8, 1998, (as so amended, the "Statement"), is filed with the
Securities and Exchange Commission on behalf of Biotechnology Value Fund, L.P.,
a Delaware limited partnership ("BVF"), BVF Partners L.P., a Delaware limited
partnership ("Partners"), and BVF Inc., a Delaware corporation ("BVF Inc." and,
together with BVF and Partners, the "Reporting Persons") with respect to the
Common Stock, par value $0.001 (the "Stock"), of NPS Pharmaceuticals, Inc., a
Delaware corporation ("NPS").
Item 3 is hereby amended to read in its entirety as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since October 18, 1998, Partners, in its capacity as general partner of
BVF, has sold on behalf of such limited partnership an aggregate number of
177,000 shares of the Stock for an aggregate consideration of $1,084,088.85. In
addition, Partners, in its capacity as investment manager with respect to
certain managed accounts, has sold on behalf of such managed accounts an
aggregate number of 213,000 shares of the Stock for an aggregate consideration
of $1,304,566.49.
Item 5 is hereby amended to read in its entirety as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BVF beneficially owns 989,600 shares of the Stock, Partners
beneficially owns 2,052,700 shares of the Stock, and BVF Inc. beneficially owns
2,052,700 shares of the Stock, approximately 8.0%, 16.6% and 16.6%,
respectively, of the aggregate number of shares outstanding as of September 30,
1998 (as reported in NPS's most recent quarterly statement on Form 10-Q).
(b) BVF shares voting and dispositive power over the 989,600 shares of
the Stock it beneficially owns with Partners. Partners and BVF Inc. share
voting and dispositive power over the 2,052,700 shares of the Stock they
beneficially own with, in addition to BVF, the managed accounts on whose behalf
Partners, as investment manager, purchased such shares. The managed accounts on
whose behalf Partners owns shares of the Stock are Investment 10 L.L.C., an
Illinois limited liability company ("ILL10"), Palamundo, L.D.C., a limited
duration company organized under the laws of the Cayman Islands ("Palamundo"),
ZPG Securities, L.L.C., a New York limited liability company ("ZPG") and
Biotechnology Value Fund, Ltd., a Cayman Islands Corporation ("BVF Ltd.").
ILL10, Palamundo, ZPG and BVF Ltd. are collectively referred to herein as the
"Accounts." The Accounts specialize in holding biotechnology stocks for
investment purposes and the business address of each is BVF Partners L.P., 333
West Wacker Drive, Suite 1600, Chicago, Illinois 60606.
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CUSIP NO. 62936P 10 3 13D PAGES 6 OF 7 PAGES
(c) Exhibit B attached hereto contains information as to all transactions
in the Stock by the Reporting Persons in the last sixty (60) days. All such
transactions were made for cash in open market, over-the-counter transactions.
No other transactions in the Stock have been effected by the Reporting Persons
in the last sixty (60) days.
(d) The Accounts are entitled to receive dividends and any sale proceeds
with respect to the Stock in proportion to their respective ownership interests
therein.
Item 7 is hereby amended to read in its entirety as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement Regarding Joint Filing
Exhibit B - Transactions in the Stock by the Reporting Persons during the
past sixty (60) days.
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CUSIP NO. 62936P 10 3 13D PAGES 7 OF 7 PAGES
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.
Dated: December 24, 1998.
BIOTECHNOLOGY VALUE FUND, L.P.
By: BVF Partners L.P., its general partner
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
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Mark N. Lampert
President
BVF PARTNERS L.P.
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
---------------------------
Mark N. Lampert
President
BVF INC.
By: /s/ MARK N. LAMPERT
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Mark N. Lampert
President
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EXHIBIT A
AGREEMENT REGARDING JOINT FILING
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The undersigned, Biotechnology Value Fund, L.P., a Delaware limited
partnership, and BVF Partners L.P., a Delaware limited partnership, and BVF
Inc., a Delaware corporation, hereby agree and acknowledge that the Amendment
containing the information required by Schedule 13D, to which this Agreement is
attached as an exhibit, is filed on behalf of each of them. The undersigned
further agree that any further amendments or supplements thereto shall also be
filed on behalf of each of them.
Dated: December 24, 1998.
BIOTECHNOLOGY VALUE FUND, L.P.
By: BVF Partners L.P., its general partner
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
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Mark N. Lampert
President
BVF PARTNERS L.P.
By: BVF Inc., its general partner
By: /s/ MARK N. LAMPERT
-------------------------
Mark N. Lampert
President
BVF INC.
By: /s/ MARK N. LAMPERT
-------------------------
Mark N. Lampert
President
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EXHIBIT B
TRANSACTIONS IN THE STOCK BY THE REPORTING PERSONS
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DURING THE PAST SIXTY DAYS
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<TABLE>
<CAPTION>
For the Price per Type of
Trade Date By Account of Quantity Share Trade Broker
---------- -- ---------- -------- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C>
12/16/98 BVF Partners (70,000) $6.1250 Sale OPCO
12/16/98 ILL10 Partners (30,000) $6.1250 Sale OPCO
12/16/98 PAL Partners (10,000) $6.1250 Sale OPCO
12/16/98 BVF Ltd. Partners (60,000) $6.1250 Sale OPCO
12/18/98 BVF Partners (107,000) $6.1250 Sale OPCO
12/18/98 ILL10 Partners (23,000) $6.1250 Sale OPCO
12/18/98 PAL Partners (45,000) $6.1250 Sale OPCO
12/18/98 ZPG Partners (5,000) $6.1250 Sale OPCO
12/18/98 BVF Ltd. Partners (40,000) $6.1250 Sale OPCO
OPCO = Oppenheimer & Co., Inc.
</TABLE>
