UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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SHAMAN PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
819319 10
(CUSIP Number)
William D. Savoy Gail J. Gordon
Vulcan Ventures Incorporated Foster Pepper & Shefelman PLLC
110-110th Avenue N.E., Suite 550 1111 Third Avenue, Suite 3400
Bellevue, WA 98004 Seattle, WA 98101
(206) 453-1940 (206) 447-4400
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications)
December 3, 1999
(Date of Event which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that 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 240.13nd-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 ("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>
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CUSIP NO. 819319 10 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
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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*
WC
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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
State of Washington
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0 shares
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 528,677,459 shares(1)
REPORTING ----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 shares
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
528,677,459 shares(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,677,459 shares(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)
71.1 %
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14 TYPE OF REPORTING PERSON*
CO
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(1) Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole
shareholder of Vulcan Ventures Incorporated and may be deemed to have shared
voting and dispositive power with respect to such shares.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 819319 10 13D Page 3 of 9 Pages
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- -------------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
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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*
AF
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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
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0 shares
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 528,677,459 shares(1)
REPORTING ----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 shares
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
528,677,459 shares(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,677,459 shares(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.1 %
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14 TYPE OF REPORTING PERSON*
IN
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- ---------------
(1) Directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole
shareholder of Vulcan Ventures Incorporated and may be deemed to have shared
voting and dispositive power with respect to such shares.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
- ------ -------------------
This statement relates to the common stock, $0.001 par value per share
(the "Common Stock"), of Shaman Pharmaceuticals, Inc., a Delaware corporation
(the "Issuer"), including the shares of Common Stock into which shares of the
Issuer's Series R Preferred Stock, $0.001 par value per share ("Series R
Stock"), are convertible. The Issuer's principal executive offices are located
213 E. Grand Avenue South, San Francisco, California 94080. Amounts stated in
this statement reflect a one-for-twenty reverse split of the number of shares of
common stock issued and outstanding effective June 22, 1999.
Item 2. Identity and Background
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The persons filing this statement are Vulcan Ventures Incorporated ("Vulcan
Ventures") and Paul G. Allen. Vulcan Ventures is a Washington corporation whose
principal business is investing in various companies. Paul G. Allen is its sole
shareholder. The principal office of Vulcan Ventures is located at 110-110th
Avenue N.E., Suite 550, Bellevue, Washington 98004. All of Vulcan Ventures'
executive officers and directors are U.S. citizens. Their names, business
addresses and principal occupations are as follows:
Paul G. Allen, Vulcan Ventures Incorporated, 110 - 110th Avenue N.E.,
Suite 550, Bellevue, Washington 98004. Mr. Allen is Chairman, President and
sole shareholder of Vulcan Ventures and a Director and sole shareholder of
Vulcan Northwest Inc.
William D. Savoy, Vulcan Northwest Inc., 110-110th Avenue N.E., Suite
550, Bellevue, Washington 98004. Mr. Savoy is Vice President and a Director
of Vulcan Ventures and Chairman and President of Vulcan Northwest Inc.
Bert E. Kolde, Vulcan Ventures Incorporated, 110-110th Avenue N.E.,
Suite 550, Bellevue, Washington 98004. Mr. Kolde is a Vice President,
Secretary, Treasurer and a Director of Vulcan Ventures and a Vice President
of Vulcan Northwest Inc.
Jo Allen Patton, Vulcan Northwest Inc., 110-110th Avenue N.E., Suite
550, Bellevue, Washington 98004. Ms. Patton is Vice Chairman and a Vice
President of Vulcan Ventures and Vulcan Northwest Inc.
During the last five years, Mr. Allen and Vulcan Ventures have not, nor, to
the best knowledge of Vulcan Ventures, has any other person named in this Item
2, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he is or was
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.
Item 3. Source and Amount of Funds or Other Consideration
- ------ -------------------------------------------------
Vulcan Ventures funded its purchases of the Issuer's capital stock from its
own working capital. None of the funds used to purchase such securities
consisted of funds or other consideration borrowed or otherwise obtained for the
purpose of acquiring, holding, trading or voting the shares of common stock.
Item 4. Purpose of Transaction
- ------ ----------------------
Vulcan Ventures and Mr. Allen acquired the securities reported in this
statement for investment purposes. Vulcan Ventures or Mr. Allen may purchase
additional shares of common stock from time to time, depending on various
factors, including, without limitation, the price of the common stock, stock
market conditions and the business prospects of the Issuer. Vulcan Ventures and
Mr. Allen may also determine to dispose
Page 4 of 9
<PAGE>
of some or all of their beneficial holdings of the Issuer's securities. They
reserve the right to increase or decrease their holdings on such terms and at
such times as they may decide.
Except as set forth in this statement, Vulcan Ventures and Mr. Allen have
no present plan or proposal that relates to or would result in (i) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization, liquidation, or sale or transfer
of a material amount of assets involving the Issuer or any of its subsidiaries,
(iii) any change in the Issuer's present Board of Directors or management, (iv)
any material change in the Issuer's present capitalization or dividend policy or
any other material change in the Issuer's business or corporate structure, (v)
any change in the Issuer's charter or by-laws or other actions that may impede
the acquisition of control of the Issuer by any person, (vi) any change that
would result in the Issuer's common stock becoming eligible for termination of
its registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended, or to cease to be authorized to be quoted in Nasdaq, or (vii)
any similar action.
Item 5. Interest in Securities of the Issuer
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As of the date hereof, Vulcan Ventures owns of record and beneficially, (i)
20,000 shares of the Issuer's Series C Preferred Stock, par value $0.001 per
share ("Series C Stock"), (ii) 110,263 shares of the Series R Stock, (iii)
warrants to purchase 8,333 shares of Series R Stock (the "Warrants"), and (iv)
5,459,812 shares of the Common Stock (the "Common Shares"), including 5,299,418
shares paid as a dividend on the Series C Stock on November 29, 1999. In
addition, assuming exercise of the Warrants, Vulcan Ventures may be deemed to
own beneficially an additional 523,217,647 shares of Common Stock into which the
Series R Preferred Stock automatically is convertible on February 1, 2000, based
upon the Conversion Price, as defined below, as of January 26, 2000. As the sole
shareholder of Vulcan Ventures, Mr. Allen shares voting and dispositive power
with Vulcan Ventures over the shares of the Issuer's capital stock owned by
Vulcan Ventures. Therefore, Mr. Allen may be deemed the beneficial owner of such
shares.
The Issuer issued Series R Stock pursuant to the terms set forth in the
Issuer's rights offering, which was completed in August 1999 (the "Rights
Offering"). In the Rights Offering, the Issuer offered shares of Series R Stock
at a price of $15.00 per share to the holders of record of the Common Stock as
of July 14, 1999 (including Vulcan Ventures). Vulcan Ventures purchased 93,333
shares of Series R Stock for cash and 16,930 shares of Series R Stock and 8,333
Warrants for the cancellation of indebtedness of the Issuer to Vulcan Ventures
under a bridge loan. As of November 30, 1999, 777,101 shares of Series R Stock,
including those acquired by Vulcan Ventures, were outstanding.
On February 1, 2000, each share of Series R Stock automatically will
convert into a number of shares of Common Stock equal to $15.00 divided by the
conversion price then in effect (the "Conversion Price"). The Conversion Price
will be equal to the lesser of (i) $0.10 per share, or (ii) the price that is
equal to 10% of the average closing sales price of Common Stock for the 10
trading days ending three trading days prior to February 1, 2000. The exact
number of shares of Common Stock into which each share of Series R Stock will be
converted will not be calculable until January 27, 2000. Pursuant to Rule
13d-3(d)(1) of the Securities Exchange Act of 1934 (the "Exchange Act"), Vulcan
Ventures is deemed beneficially to own securities that it has the right to
acquire within 60 days. Therefore, Vulcan Ventures was deemed beneficially to
own the Underlying Shares as of December 3, 1999.
Based upon the Conversion Price of the Series R Stock as of December 3,
1999, the shares of Series R Stock that Vulcan Ventures holds and the Series R
Stock issuable upon exercise of the Warrants would convert into 847,114,286
shares of Common Stock ("Underlying Shares") upon the automatic conversion of
the Series R Stock on February 1, 2000. In accordance with Rule 13d-3(d)(1)(i)
of the Exchange Act, assuming conversion of only the shares of Series R Stock
owned by Vulcan Ventures and the shares of Series R Stock issuable upon exercise
of the Warrants, the sum of the Underlying Shares and the Common Shares would
represent 93.5% of the total shares of Common Stock outstanding as of December
3, 1999. Based upon the Conversion Price of the Series R Stock as of January 26,
2000, the shares of Series R Stock that Vulcan Ventures holds and the Series R
Stock issuable upon exercise of the Warrants would convert into 523,217,647
Underlying Shares. In that case, the sum of the Underlying Shares and the Common
Shares would represent 71.1% of the Common Stock outstanding. However,
all shares of the Series R Stock will automatically convert to shares of
Common Stock on February 1, 2000. Based upon the Conversion Price as of
January 26, 2000 and assuming conversion into Common Stock on February 1,
Page 5 of 9
<PAGE>
2000 of all of the outstanding shares of Series R Stock, the Common Shares and
the Common Stock into which Vulcan Venture's shares of Series R Stock would
convert would represent 13.6% of the total shares of Common Stock.
Vulcan Ventures purchased 20,000 shares of Series C Stock in a registered
public offering pursuant to a prospectus dated August 18, 1998. Each share of
Series C Stock entitles the holder to receive cumulative dividends payable
semi-annually on May 30 and November 29 of each year as follows: (1) a
stock-on-stock dividend of $10.00 per annum, paid in arrears, in shares of
common stock, valued at 85% of the average closing price of the common stock for
the 10 trading days ending three trading days prior to the date on which the
dividend is paid; plus (2) a cash amount payable in shares of common stock,
valued at 85% of the average closing price of the common stock for the 10
trading days ending three trading days prior to the date on which the dividend
is paid, if the Issuer is unable under Delaware law to pay the cash amount. Each
share of Series C Stock is convertible, at any time commencing on August 18,
1999 at the election of the holder, and automatically on August 18, 2004, into
the greater of (1) 0.8333 shares of common stock or (2) such number of shares of
common stock as equals $100 divided by 85% of the average closing price of the
common stock for the 10 trading days ending three trading days prior to the date
of conversion. The Issuer's Certificate of Incorporation prohibits conversion of
the Series C Stock to the extent such conversion would cause the holder's
beneficial ownership of Common Stock to exceed 4.9% of the outstanding shares of
Common Stock.
To the best knowledge of Vulcan Ventures and Mr. Allen, none of the other
parties named in Item 2 owns any of the Issuer's common stock.
Except as set forth in this statement, Vulcan Ventures and Mr. Allen have
not, nor, to the knowledge of Vulcan Ventures has any of its executive officers,
directors or controlling persons, effected any transactions in the Issuer's
common stock during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Issuer has registered 100,000 shares of Common Stock that Vulcan
Ventures acquired in a private placement in November 1998 for resale pursuant to
a prospectus dated December 1, 1998, which forms part of a Registration
Statement on Form S-3.
Except as set forth in this statement, Vulcan Ventures and Mr. Allen do not
have, nor, to the knowledge of Vulcan Ventures does any of the executive
officers, directors or controlling persons of Vulcan Ventures have, any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, finder's fees,
joint ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material To Be Filed as Exhibits.
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Exhibit Description
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99.1 Joint Filing Agreement
99.2 Power of Attorney filed on August 30, 1999, with the Schedule
13G of Vulcan Ventures, Incorporated and Paul G. Allen for
Pathogenesis, Inc. (Incorporated herein by reference.)
Page 6 of 9
<PAGE>
SIGNATURES
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.
VULCAN VENTURES INCORPORATED
January 26, 2000 By: /s/ William D. Savoy
----------------------------------------
William D. Savoy, Vice President
January 26, 2000 *
-------------------------------------------
Paul G. Allen
*By: /s/ William D. Savoy
---------------------------------------
William D. Savoy as Attorney-in Fact for
Paul G. Allen pursuant to a Power of
Attorney filed on August 30, 1999, with
the Schedule 13G of Vulcan Ventures,
Incorporated and Paul G. Allen for
Pathogenesis, Inc. and incorporated herein
by reference.
Page 7 of 9
<PAGE>
EXHIBIT INDEX
Exhibit Description
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99.1 Joint Filing Agreement
99.2 Power of Attorney filed on August 30, 1999, with the Schedule
13G of Vulcan Ventures, Incorporated and Paul G. Allen for
Pathogenesis, Inc. (Incorporated herein by reference.)
Page 8 of 9
EXHIBIT 99.1
Joint Filing Agreement
----------------------
We, the signatories of the statement to which this Joint Filing Agreement
is attached, hereby agree that such statement is filed, and any amendments
thereto filed by either or both of us will be filed, on behalf of each of us.
Dated: January 26, 2000.
VULCAN VENTURES INCORPORATED
January 26, 2000 By: /s/ William D. Savoy
----------------------------------------
William D. Savoy, Vice President
January 26, 2000 *
-------------------------------------------
Paul G. Allen
*By: /s/ William D. Savoy
---------------------------------------
William D. Savoy as Attorney-in Fact for
Paul G. Allen pursuant to a Power of
Attorney filed on August 30, 1999, with
the Schedule 13G of Vulcan Ventures,
Incorporated and Paul G. Allen for
Pathogenesis, Inc. and incorporated herein
by reference.
