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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
SUGEN, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
865041 10 7
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(CUSIP Number)
Richard T. Collier
Senior Vice President
and General Counsel
Pharmacia & Upjohn, Inc.
95 Corporate Drive
Bridgewater, NJ 08807
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 15, 1999
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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 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 240.13d-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 ("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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP NO. 865041 10 7 PAGE 2 OF 15 PAGES
- ----------------------- ----------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
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5 CHECK 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
Delaware
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7 SOLE VOTING POWER
NUMBER OF *
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON *
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC
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* The shares of common stock, par value $0.01 per share (the "Common
Stock") of SUGEN, Inc. ("SUGEN") covered by this report are purchasable by
Pharmacia & Upjohn, Inc. ("P&U Inc.") upon exercise of an option granted to P&U
Inc. on June 15, 1999, and described in Item 4 of this Report. Prior to the
exercise of the Option, P&U Inc. is not entitled to any rights as a stockholder
of SUGEN as to the shares covered by the Option. P&U Inc. disclaims any
beneficial ownership of the shares of Common Stock purchasable by P&U Inc. upon
exercise of the Option, because the Option is exercisable only in the
circumstances referred to in Item 4, none of which has occurred as of the date
hereof. If the Option were exercised, P&U Inc. would have the sole right to vote
or to dispose of up to 3,372,255 shares of Common Stock issued upon exercise of
the Option, which, according to SUGEN, represents up to 19.9% of the aggregate
number of shares of Common Stock issued and outstanding on June 14, 1999,
excluding shares issuable upon exercise of the Option.
<PAGE>
CUSIP Number: 865041 10 7 Page 3 of 15
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
shares of Common Stock of SUGEN, a Delaware corporation. The principal executive
office of SUGEN is SUGEN, Inc., 230 East Grand Avenue, South San Francisco,
California 94080.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by P&U Inc., a Delaware corporation.
The principal business address of P&U Inc. is Pharmacia & Upjohn, Inc.,
95 Corporate Drive, Bridgewater, New Jersey 08807.
The principal business of P&U Inc. is the development, production,
marketing and sale of pharmaceutical products.
The name, residence or business address, present principal occupation
or employment, and the citizenship of each of each director and executive
officer of P&U Inc. is set forth in Schedule I hereto and incorporated herein by
reference.
Neither P&U Inc., nor to the best knowledge and belief of P&U Inc., any
of the individuals listed in Schedule I has, during the past five years, been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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.
This Item 2 is qualified in its entirety by reference to Schedule I
which is incorporated herein by reference.
<PAGE>
CUSIP Number: 865041 10 7 Page 4 of 15
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Although a final determination has not been made, it is presently
anticipated that any purchases of Common Stock as described in Item 4 would be
made with funds obtained from P&U Inc.'s working capital and funds available for
investment.
None of the persons listed on Schedule I hereto would contribute any
funds or other consideration towards the possible purchase of the Common Stock
of SUGEN reported in this statement.
ITEM 4. PURPOSE OF TRANSACTION
Concurrently with the execution of the Agreement and Plan of Merger,
dated as of June 15, 1999, among SUGEN, P&U Inc. and University Acquisition
Corp. ("Merger Sub") and incorporated by reference as Exhibit A hereto (the
"Merger Agreement"), (i) P&U Inc., Zeneca Limited ("Zeneca") and Stephen
Evans-Freke entered into a Voting Agreement, dated as of June 15, 1999 and
incorporated by reference as Exhibit C hereto (the "Voting Agreement"), and (ii)
SUGEN and P&U Inc. entered into a Stock Option Agreement, dated as of June 15,
1999 (the "Stock Option Agreement"), which is incorporated by reference as
Exhibit B hereto, pursuant to which SUGEN granted to P&U Inc. an option (the
"Option") to purchase, under the circumstances specified therein, up to
3,372,255 shares of Common Stock at a purchase price per share of $31.00 (the
"Purchase Price"). Based on the number of shares of Common Stock represented by
SUGEN to be issued and outstanding on June 14, 1999, the Option would be
exercisable for up to 19.9% of the issued and outstanding shares of Common
Stock, excluding shares issuable pursuant to the Option.
The Merger Agreement provides, among other things, for the merger (the
"Merger") of Merger Sub with and into SUGEN, as a result of which SUGEN will
become a wholly owned subsidiary of P&U Inc. Upon consummation of the Merger,
which is subject to the approval of SUGEN's stockholders, the receipt of
regulatory approvals, and the satisfaction or waiver of various other conditions
precedent, holders of Common Stock would receive, in respect of each share of
Common Stock, that number of shares (the "Exchange Ratio") of common stock, par
value $0.01 per share of P&U Inc. determined by dividing the Purchase Price by
the price (the "Average Price") equal to the volume weighted average price for
P&U Inc. common stock for the twenty consecutive NYSE trading days ending on,
and including, the third trading day immediately
<PAGE>
CUSIP Number: 865041 10 7 Page 5 of 15
preceding the Stockholders Meeting (as defined in the Merger Agreement). If the
Average Price is equal to or less than $49.21875, however, the Exchange Ratio
shall be .62984, and if the Average Price is equal to or greater than $60.15625,
the Exchange Ratio shall be .51533.
Pursuant to the Voting Agreement, each of Zeneca and Mr. Evans-Freke
have agreed, among other things, (i) to execute and deliver to P&U Inc. an
irrevocable proxy voting all shares of Common Stock held by such stockholder in
favor of the Merger and (ii) not to encourage, solicit, participate in or
initiate discussions or negotiations regarding any inquiries or the making of
any offer or proposal concerning an Acquisition Transaction (as such term is
defined in the Voting Agreement).
Pursuant to the Stock Option Agreement, P&U Inc. may exercise the
Option, in whole or in part, if, but only if, a Triggering Event (as defined
below) shall have occurred prior to the Termination Date (as defined below).
The term "Triggering Event" means the occurrence of one of the
following events:
(i) (A) a bona fide Acquisition Proposal (as defined in the Merger
Agreement) shall have been made to SUGEN or any of its subsidiaries or
any of its stockholders or any person or entity shall have announced an
intention (whether or not conditional) to make an Acquisition Proposal
with respect to SUGEN or any of its subsidiaries, and on or following
the date of the Merger Agreement but prior to the date of the
Stockholders Meeting (as defined in the Merger Agreement) such
Acquisition Proposal, announcement or intention is or becomes publicly
known, and (B) on or following the date of the Merger Agreement but
prior to the time such Acquisition Proposal, announcement or intention
is or becomes publicly known, the occurrence of a Parent Material
Adverse Effect (as defined in the Merger Agreement) shall not have
become publicly known, and (C) on or following the date on which such
Acquisition Proposal, announcement or intention is or becomes publicly
known, the Merger Agreement is terminated by either P&U Inc. or SUGEN
pursuant to Section 8.2(ii) of the Merger Agreement;
(ii) the termination of the Merger Agreement by SUGEN pursuant to
Section 8.3(a) of the Merger Agreement;
<PAGE>
CUSIP Number: 865041 10 7 Page 6 of 15
(iii) the termination of the Merger Agreement by P&U Inc. pursuant
to Section 8.4(a) of the Merger Agreement; or
(iv) the notification by SUGEN to P&U Inc. pursuant to Section
8.3(a)(ii) of the Merger Agreement, followed by written notification by
P&U Inc. to SUGEN that P&U Inc. does not intend to match the Superior
Proposal (as defined in the Merger Agreement) referred to in such
notification.
The term "Termination Date" means the earliest of:
(i) the Effective Time (as defined in the Merger Agreement),
(ii) the first anniversary of the earliest to occur of any
Triggering Event, and
(iii) the fifteenth day following the termination of the Merger
Agreement if prior to such fifteenth day any Triggering Event shall not
have occurred.
Upon the occurrence of certain events set forth in the Stock Option
Agreement, (i) in lieu of exercising the option to purchase Common Stock, P&U
Inc. may, in respect of all or part of the shares of Common Stock issuable upon
exercise of the Option, cause SUGEN to pay to P&U Inc. an amount in cash equal
to the difference between the highest price per share of Common Stock paid or
proposed to be paid by any person pursuant to an Acquisition Proposal and the
Purchase Price (the "Cash Exercise") or (ii) SUGEN may repurchase from P&U Inc.,
in whole or in part, any shares of Common Stock issued upon exercise of the
Option (the "Repurchase") for an amount per share equal to the greater of (A)
the Purchase Price or (B) the average of the volume weighted averages of the
closing ask prices of one share of Common Stock for the 180-day period
commencing on the date on which the Option was exercised. In addition, the Stock
Option Agreement entitles P&U Inc. to cause SUGEN to register offers and sales
of the shares of Common Stock issued upon exercise of the Option under the
federal securities laws ("Registration Rights") with respect to the shares
represented by the Option. The terms of such Cash Exercise, Repurchase and
Registration Rights are set forth in the Stock Option Agreement.
Following the Merger, P&U Inc. intends to cause the Common Stock to be
removed from listing on the Nasdaq National Market System.
<PAGE>
CUSIP Number: 865041 10 7 Page 7 of 15
The directors of Merger Sub immediately prior to the Effective Time
shall, from and after the Effective Time, be the directors of SUGEN until their
successors have been duly elected or appointed and qualified or until their
earlier death, resignation or removal. Prior to the Effective Time, SUGEN will
take all actions necessary to obtain any resignations of its directors to give
effect to the provisions of the Merger Agreement.
Except as set forth in this Report, neither P&U Inc., nor to the
knowledge of P&U Inc., any of the persons listed on Schedule I hereto, has any
present plans or intentions which would result in or relate to any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
P&U Inc. may determine at a future date to adopt plans or intentions
different from those set forth herein, to the extent permitted by the Merger
Agreement.
The Merger Agreement, the Stock Option Agreement and the Voting
Agreement, which are incorporated by reference as exhibits to this Report, and
are incorporated herein by reference. The foregoing summary, as well as the
other information contained in this report, is qualified in its entirety by
reference thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The number of shares of Common Stock covered by the Option is up to
3,372,255, which, according to SUGEN, represents up to 19.9% of the aggregate
number of shares of Common Stock issued and outstanding on June 14, 1999,
excluding shares issuable upon exercise of the Option. P&U Inc. disclaims any
beneficial ownership of the shares of Common Stock which are purchasable by P&U
Inc. upon exercise of the Option, because the Option is exercisable only in the
circumstances referred to in Item 4, none of which has occurred as of this date.
If the Option were exercised, P&U Inc. would have the sole right to vote or to
dispose of the shares of Common Stock issued upon exercise of the Option.
Except as set forth in this Report, neither P&U Inc., nor, to the
knowledge of P&U Inc., any of the persons listed on Schedule I, (i) beneficially
owns any shares of Common Stock or(ii) has been party to any transaction in
Common Stock during the past sixty days. Except as set forth in this Report, to
the
<PAGE>
CUSIP Number: 865041 10 7 Page 8 of 15
knowledge of P&U Inc., no person other than P&U Inc. has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, securities covered by this Report.
The foregoing discussion is qualified in its entirety by reference to
the Merger Agreement, the Stock Option Agreement and the Voting Agreement each
of which is incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
between P&U Inc. and other persons with respect to the Common Stock aside from
the following:
(a) The Merger Agreement, under which, among other things, SUGEN will
merger with and into Merger Sub, as a result of which SUGEN will
become a wholly owned subsidiary of P&U Inc. See Item 4.
(b) The Stock Option Agreement, under which, in certain circumstances,
SUGEN grants to P&U Inc. an option to purchase up to 3,372,255
shares of Common Stock. See Item 4.
(c) The Voting Agreement, under which Zeneca and Mr. Evans-Freke have
agreed, among other things, (i) to execute and deliver to P&U Inc.
an irrevocable proxy voting all shares of Common Stock held by
such stockholders in favor of the Merger and (ii) not to
encourage, solicit, participate in or initiate discussions or
negotiations regarding any inquiries or the making of any offer or
proposal concerning an Acquisition Transaction.
The foregoing discussion is qualified in its entirety by reference to
the Merger Agreement, the Stock Option Agreement, and the Voting Agreement each
of which is incorporated herein by reference.
<PAGE>
CUSIP Number: 865041 10 7 Page 9 of 15
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Exhibit Description
- ----------- -------------------
A Agreement and Plan of Merger, dated as of June 15, 1999 among
SUGEN, P&U Inc. and Merger Sub (incorporated by reference
from Exhibit 2.1 to SUGEN's Current Report on Form 8-K, filed
June 21, 1999)
B Stock Option Agreement, dated as of June 15, 1999, between
P&U Inc. and SUGEN (incorporated by reference from Exhibit
2.2 to SUGEN's Current Report on Form 8-K, filed June 21,
1999)
C Voting Agreement, dated as of June 15, 1999, among P&U Inc.,
Zeneca Limited and Stephen Evans-Freke (incorporated by
reference from Exhibit 2 to Zeneca's Amendment No. 2 to
Schedule 13G, filed June 16, 1999)
<PAGE>
CUSIP Number: 865041 10 7 Page 10 of 15
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: June o, 1999
PHARMACIA & UPJOHN, INC.
By: /s/ Don W. Schmitz
----------------------------
Name: Don W. Schmitz
Title: Vice President and
Secretary
<PAGE>
CUSIP Number: 865041 10 7 Page 11 of 15
SCHEDULE I
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn, Inc.:
Board of Directors:
- -------------------
Gustaf Douglas
Chairman, Investment AB Latour
Biblioteksgatan 12
S-103 88 Stockholm, Sweden
Citizenship: Sweden
Fred Hassan
President and CEO, Pharmacia & Upjohn, Inc.
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Olof Lund
Chairman, Enator AB
Lojtnantsgatan 21
S-115 93 Stockholm Sweden
Citizenship: Sweden
C. Steven McMillan
President and COO, Sara Lee Corporation
Suite 4600
Three First National Plaza
70 W. Madison
Chicago, IL 60602
Citizenship: United States
<PAGE>
CUSIP Number: 865041 10 7 Page 12 of 15
Richard H. Brown
CEO and Chairman, Electronic Data Systems
5400 Legacy Drive
Suite H2-7W-40
Plano, TX 75024-3199
Citizenship: United States
M. Kathryn Eickhoff
President, Eickhoff Economics
Suite 400
510 LaGuardia Place
New York, NY 10012
Citizenship: United States
R.L. Berthold Lindqvist
President & CEO, Gambro AB
Magistratsvagen 16
S-220 10 Lund Sweden
Citizenship: Sweden
Bengt I. Samuelsson
Professor, Karolinska Institutet
Scheele Laboratory
Department of Medicine Biochemistry & Biophysics
Doktorsringen 9, A3
S-171 77 Stockholm, Sweden
Citizenship: Sweden
Frank C. Carlucci
Chairman, The Carlyle Group
Suite 220S
1001 Pennsylvania Avenue, N.W.
Washington, DC 20004-2505
Citizenship: United States
<PAGE>
CUSIP Number: 865041 10 7 Page 13 of 15
J. Soren Gyll - Chairman
Chairman of the Board of Directors, Pharmacia & Upjohn, Inc.
AB Volvo
Kungstradgarden
S-103 95 Stockholm Sweden
Citizenship: Sweden
William U. Parfet
Co-Chairman, MPI Research
54943 N. Main Street
Mattawan, MI 49071
Citizenship: United States
Ulla B. Reinius
President, Finansfakta R. AB
Sibyllegatam 5
S-I14 51 Stockholm Sweden
Citizenship: Sweden
Executive Officers:
- -------------------
Fred Hassan
President and CEO
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Goran A. Ando, M.D.
Executive Vice President and President, Research and Development
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: Sweden
Richard T. Collier
Senior Vice President and General Counsel
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Timothy G. Rothwell
Executive Vice President and President, Pharmaceutical Operations
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
<PAGE>
CUSIP Number: 865041 10 7 Page 14 of 15
Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Robert G. Thompson
Senior Vice President and Chief Accounting Officer
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Hakan Astrom
Senior Vice President, Corporate Strategy and
Investor Relations
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: Sweden
Carrie Cox
Senior Vice President and
Head, Global Business Management
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Paul Matson
Senior Vice President, Human Resources
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
<PAGE>
CUSIP Number: 865041 10 7 Page 15 of 15
Mats Pettersson
Senior Vice President, Mergers & Acquisitions
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: Sweden
<PAGE>
INDEX OF EXHIBITS
Exhibit No. Exhibit Description
- ----------- -------------------
2.1 Agreement and Plan of Merger, dated as of June 15, 1999 among
SUGEN, P&U Inc. and Merger Sub (incorporated by reference
from Exhibit 2.1 to SUGEN's Current Report on Form 8-K, filed
June 21, 1999)
2.2 Stock Option Agreement, dated as of June 15, 1999, between
P&U Inc. and SUGEN (incorporated by reference from Exhibit
2.2 to SUGEN's Current Report on Form 8-K, filed June 21,
1999)
2.3 Voting Agreement, dated as of June 15, 1999, among P&U Inc.,
Zeneca Limited and Stephen Evans-Freke (incorporated by
reference from Exhibit 2 to Zeneca's Amendment No. 2 to
Schedule 13G, filed June 16, 1999)
