<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NeXstar Pharmaceuticals, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
65333B106
-----------
(CUSIP Number)
Stephen Distler
E.M. Warburg Pincus & Co.
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with a copy to -
Peter H. Jakes, Esq.
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
September 30, 1997
- --------------------------------------------------------------------------------
(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 file
with the Commission. See Rule 13d-l(a) 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)
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SCHEDULE 13D
CUSP No. 65333B106
---------
- ----------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Investors, L.P. ID# 13-3549187
- ----------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ----------- -------------------------------------------------------------------
3 SEC USE ONLY
- ----------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- -----------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
--------- -----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 8,375,438
PERSON
WITH
--------- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
8,375,438
- ----------- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,375,438
- ----------- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
- ----------- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
2
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SCHEDULE 13D
CUSP No. 65333B106
---------
- ----------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Capital Partners, L.P. ID# 13-3181601
- ----------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ----------- -------------------------------------------------------------------
3 SEC USE ONLY
- ----------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- -----------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
--------- -----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 8,375,438
PERSON
WITH
--------- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
8,375,438
- ----------- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,375,438
- ----------- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
- ----------- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
3
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SCHEDULE 13D
CUSP No. 65333B106
---------
- ----------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co. ID# 13-6358475
- ----------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ----------- -------------------------------------------------------------------
3 SEC USE ONLY
- ----------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- -----------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
--------- -----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 8,375,438
PERSON
WITH
--------- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
8,375,438
- ----------- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,375,438
- ----------- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
- ----------- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
4
<PAGE>
SCHEDULE 13D
CUSP No. 65333B106
---------
- ----------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC ID# 13-3536050
- ----------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ----------- -------------------------------------------------------------------
3 SEC USE ONLY
- ----------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- -----------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
--------- -----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 8,375,438
PERSON
WITH
--------- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
8,375,438
- ----------- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,375,438
- ----------- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
- ----------- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
5
<PAGE>
SCHEDULE 13D
CUSP No. 65333B106
---------
- ----------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Capital Partners Liquidating Trust ID# 13-7130441
- ----------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ----------- -------------------------------------------------------------------
3 SEC USE ONLY
- ----------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- -----------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
--------- -----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 8,375,438
PERSON
WITH
--------- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
8,375,438
- ----------- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,375,438
- ----------- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
- ----------- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
6
<PAGE>
This Amendment No. 2 amends and restates the Schedule 13D filed by
Warburg, Pincus Investors, L.P., a Delaware limited partnership ("WPI"),
Warburg, Pincus Capital Partners, L.P., a Delaware limited partnership ("WPCP"),
Warburg, Pincus & Co., a New York general partnership ("WP") and E.M. Warburg,
Pincus & Co., LLC, a New York limited liability company (as successor in
interest to E.M. Warburg, Pincus & Company) ("EMW LLC"), on March 3, 1995 (as so
amended, the "Schedule 13D"), relating to the Common Stock, par value $.01 per
share ("Company Common Stock"), of NeXstar Pharmaceuticals, Inc. (formerly known
as NeXagen, Inc.), a Delaware corporation (the "Company"). This Amendment No. 2
further amends the Schedule 13D to add Warburg, Pincus Capital Partners
Liquidating Trust ("WPCP Liquidating Trust"), as a member of the group filing
the Schedule 13D. As of the date hereof, of the Reporting Entities (defined
below), only WPI and WPCP Liquidating Trust have a direct ownership interest in
the Company. Prior to consummation of the WPCP Liquidating Distribution (defined
below) only WPI and WPCP had a direct ownership interest in the Company.
Item 1. Security and Issuer.
- ------- --------------------
This statement relates to the Common Stock, par value $.01 per share,
of the Company. The principal executive offices of the Company are located at
2860 Wilderness Place, Boulder, Colorado 80301.
Item 2. Identity and Background.
- ------- ------------------------
(a) This statement is filed by WPI, WPCP, WP, EMW LLC and WPCP
Liquidating Trust (collectively, the "Reporting Entities"). WPI is a Delaware
limited partnerships engaged in making venture capital and related investments.
WPCP is a Delaware limited partnership that, until September 30, 1997, was
engaged in making venture capital and related investments. As described more
fully below, on September 30, 1997, the operations of WPCP ceased and as of
September 30, 1997 all of its assets, including the Company Common Stock held by
it, were distributed (the "WPCP Liquidating Distribution") to its limited
partners and to WPCP Liquidating Trust. The sole general partner of both WPI and
WPCP is WP. EMW LLC manages WPI and, prior to September 30, 1997, managed WPCP.
The members of EMW LLC are substantially the same as the partners of WP. Lionel
I. Pincus is the managing partner of WP and the managing member of EMW LLC and
may be deemed to control both WP and EMW LLC. WP has a 20% interest in the
profits of WPI and an approximately 26% interest in the assets held by WPCP
Liquidating Trust. The general partners of WP and the members of EMW LLC are
described in Schedule I hereto. The trustees of WPCP Liquidating Trust are
Lionel I. Pincus, John L. Vogelstein and Stephen Distler, each of whom is also
affiliated with others of the Reporting Entities as set forth on Schedule I
hereto.
7
<PAGE>
(b) The address of the principal business and principal
office of each of the Reporting Entities is 466 Lexington Avenue, New
York, New York 10017.
(c) The principal business of WPI is (and, prior to consummation of the
WPCP Liquidating Distribution, WPCP was) that of a partnership engaged in making
venture capital and related investments. The principal business of WP is acting
as general partner of WPI, WPCP, Warburg, Pincus Capital Company, L.P., Warburg
Pincus Ventures, L.P. and Warburg, Pincus Ventures International. The principal
business of EMW LLC is acting as manager of WPI, WPCP, Warburg, Pincus Capital
Company, L.P. and Warburg, Pincus Ventures, L.P. The principal business of WPCP
Liquidating Trust is to manage the orderly liquidation of the assets formerly
held by WPCP.
(d) None of the Reporting Entities, nor, to the best of their
knowledge, any of the directors, executive officers, general partners, members
or trustees referred to in paragraph (a) has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Entities nor, to the best of their knowledge,
any of the directors, executive officers, general partners, members or trustees
referred to in paragraph (a) above has, during the last five years, 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.
(f) Except as otherwise indicated on Schedule I hereto, each of the
individuals referred to in paragraph (a) above is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- --------------------------------------------------
As more fully described below in response to Items 4, 5 and 6, the
shares of Company Common Stock originally acquired by WPCP were the result of a
conversion of shares of the common stock, par value $.01 per share, of Vestar,
Inc. ("Vestar Common Stock"), a Delaware corporation ("Vestar"), pursuant to the
terms of the Vestar Merger Agreement (as defined below). No consideration was
paid for this conversion other than the shares of Vestar Common Stock so
converted.
The aggregate purchase price for the shares of Common Stock purchased
by WPI from Genentech, Inc. ("Genentech") was $3,519,000, and was furnished from
the working capital of WPI.
8
<PAGE>
The shares of Company Common Stock acquired by WPI in connection with
the Supragen Merger (as defined below) were the result of a conversion,
pursuant to the terms of the Supragen Merger Agreement (as defined below),
of shares of (i) the common stock, par value $.01 per share, of Supragen,
Inc. (the "Supragen Common Stock"), a Delaware corporation ("Supragen"),
and (ii) the preferred stock, par value $1.00 per share, of Supragen
(the "Supragen Preferred Stock"). No consideration was paid for this
conversion other than the shares of Supragen Common Stock and Supragen
Preferred Stock so converted.
The shares of Company Common Stock acquired by WPCP Liquidating Trust
were the result of the WPCP Liquidating Distribution.
Item 4. Purpose of Transaction.
- ------ ----------------------
Prior to the merger described below, WPI had beneficially owned
3,020,755 shares of Company Common Stock, and WPCP had beneficially owned
6,534,184 shares of Vestar Common Stock, including 1,426,470 shares of Vestar
Common Stock issuable upon the exercise of warrants held by WPCP.
On February 21, 1995, pursuant to an Agreement and Plan of Merger dated
as of October 30, 1994 (the "Vestar Merger Agreement") among NeXagen, Inc., a
Delaware corporation ("NeXagen"), Neptune Merger-Sub Corp., a Delaware
corporation and a wholly owned subsidiary of NeXagen ("Sub"), and Vestar, Sub
was merged with and into Vestar (such transaction, the "Vestar Merger"). The
description of the Vestar Merger Agreement contained herein is qualified in its
entirety by reference to the Vestar Merger Agreement, which is attached hereto
as Exhibit 1 and is incorporated herein by reference. The Vestar Merger
Agreement was approved by the stockholders of Vestar at a special meeting held
on February 21, 1995. An amendment to NeXagen's Amended and Restated Certificate
of Incorporation (i) increasing the number of authorized shares of common stock
to 35,000,000 and (ii) changing the name of NeXagen to "NeXstar Pharmaceuticals,
Inc." was approved by the stockholders of NeXagen at a special meeting held on
February 21, 1995. Pursuant to the Vestar Merger Agreement, each share of Common
Stock of Vestar was canceled and converted into the right to receive 0.88 shares
of Company Common Stock, par value $.01 per share (the "Exchange Ratio"). No
fractional shares were issued. In lieu of fractional shares, the Company paid
each shareholder in cash (without interest) an amount equal to such holder's
proportionate interest in the net proceeds from the sale or sales in the open
market by the exchange agent on behalf of all such holders of the aggregate
fractional Company Common Stock issued pursuant to the Vestar Merger Agreement.
Following the Vestar Merger, the Reporting Entities became the Company's largest
stockholders.
9
<PAGE>
On February 22, 1995, WPI purchased 612,000 shares of Company Common
Stock directly from Genentech at $5.75 per share, for an aggregate purchase
price of $3,519,000. This purchase was effected because of the Reporting
Entities' continued belief that the Company represented an attractive
investment. Messrs. Rodman W. Moorhead, III and James E. Thomas are general
partners of WP and members of EMW LLC, and are affiliated with others of the
Reporting Entities as set forth on Schedule I. Prior to the Merger, both
Mr. Moorhead and Mr. Thomas served on the Company's Board of Directors and
the Vestar Board of Directors as nominees of WPI and WPCP, respectively,
and disclaimed beneficial ownership of the stock of the Company owned by
WPI and the stock of Vestar owned by WPCP. Following the Merger, pursuant
to the terms of the Merger Agreement and a separate agreement between the
Company and WPI (as more fully described in Item 6 below), Mr. Moorhead serves
on the Company's Board of Directors as the nominee of WPI. Mr. Moorhead
disclaims beneficial ownership of the Company Common Stock owned by
WPI.
On September 8, 1995, pursuant to an Agreement and Plan of Merger dated
as of August 29, 1995 (the "Supragen Merger Agreement") among the Company,
Supra-Sub Merger Corp., a Delaware corporation and a wholly owned subsidiary of
the Company ("Supra-Sub"), and Supragen, Supra-Sub was merged with and into
Supragen (the "Supragen Merger"). The description of the Supragen Merger
Agreement contained herein is qualified in its entirety by reference to the
Supragen Merger Agreement, which is attached hereto as Exhibit 3 and is
incorporated herein by reference. Pursuant to the Supragen Merger Agreement,
each share of Supragen Common Stock has been canceled and converted into the
right to receive 0.10274 shares of Company Common Stock, and each share of
Supragen Preferred Stock has been canceled and converted into the right to
receive 58.56621 shares of Company Common Stock. As of August 29, 1995, WPI had
beneficially owned 2,100,000 shares of Supragen Common Stock and 7,500 shares of
Supragen Preferred Stock and, accordingly, received 655,000 shares of Company
Common Stock in the Supragen Merger.
On March 27, 1997, the Company issued to WPI a warrant to purchase
125,000 shares of Company Common Stock as consideration for the guarantee by and
affiliate of WPI of a $15 million revolving credit facility extended to the
Company by Bank of Boston.
On September 30, 1997, the partnership agreement of WPCP terminated. In
connection with such termination, WPCP "net exercised" a warrant held by it
(which warrant was exercisable for 1,035,294 shares of Company Common Stock) and
had the 753,577 shares issued upon such net exercise delivered to WPCP
Liquidating Trust. Concurrently therewith, WPCP distributed to certain of its
limited partners, 1,325,682 shares of Company Common Stock, and to WPCP
Liquidating Trust, all remaining shares of Company Common Stock then held by it
(3,209,106 shares). Following the WPCP Liquidating Distribution, the Reporting
Entities continued to be the Company's largest stockholders.
10
<PAGE>
The Reporting Entities (other than WPCP and WPCP Liquidating Trust) may
from time to time acquire additional shares of Company Common Stock or dispose
of shares of Company Common Stock through open market or privately negotiated
transactions, tender offer or otherwise, depending on existing market conditions
and other considerations discussed below. The Reporting Entities intend to
review their investment in the Company on a continuing basis and, depending upon
the price and availability of shares of Company Common Stock, subsequent
developments affecting the Company, the Company's business and prospects, other
investment and business opportunities available to the Reporting Entities,
general stock market and economic conditions, tax considerations and other
factors considered relevant, may decide at any time not to increase, or to
decrease, the size of their investment in the Company.
Except as set forth herein, none of the Reporting Entities nor, to the
best of their knowledge, any person listed in Schedule I hereto, has any plans
or proposals which relate to or would result in: (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 any plans or proposals to change the number or 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 business or corporate structure; (g)
changes in the Company's charter, By-Laws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing 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 Securities
Exchange Act of 1934 (the "Act"); or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a) As of the date of this Report, (i) WPI has direct ownership of
4,412,755 shares of Company Common Stock, including 125,000 shares issuable upon
exercise of a warrant, (ii) WPCP Liquidating Trust has direct ownership of
3,962,683 shares of Company Common Stock and (iii) WPCP owns no shares of
Company Common Stock (the 4,412,755 shares of Company Common Stock owned
directly by WPI and the 3,962,683 shares of Company Common Stock owned
directly by WPCP Liquidating Trust are collectively referred to as the
"Shares"). As of the date of this Report, WPCP ceased to be a Reporting Entity.
11
<PAGE>
By reason of the provisions of Rule 13d-3 under the Act, the Reporting Entities
may together be deemed to own beneficially the shares of Common Stock owned
by WPI and WPCP Liquidating Trust. The shares of Company Common Stock held
by the Reporting Entities represent approximately 32.0% of the outstanding
shares of Company Common Stock.
(b) The Reporting Entities together share the power to vote or to
direct the vote, and to dispose or to direct the disposition of the Shares held
by them.
(c) Except for the receipt by WPCP Liquidating Trust of shares of
Company Common Stock in connection with the termination of WPCP, none of the
Reporting Entities nor, to the best of their knowledge, any person listed in
Schedule I hereto, has effected any transactions in the Company Common Stock
during the preceding 60 days.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of securities is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
-------------------------------------------------------
Pursuant to the provisions of a letter agreement, dated November 19,
1993, between the Company and WPI (the "Director Designation Agreement"),
attached hereto as Exhibit 2 and incorporated herein by reference, the Company
will nominate and use its best efforts to have elected as directors two
directors designated by WPI while WPI owns more than 20% of the outstanding
Company Common Stock, and to nominate and use its best efforts to have elected
as a director one director designated by WPI while WPI owns more than 10% but
less than 20% of the outstanding Company Common Stock. WPI has waived, until
further notice, its right pursuant to such Director Designation Agreement to
designate a second member of the Company's Board of Directors.
Except for the Director Designation Agreement described above, no
arrangement exists with the Reporting Entities for the voting of the Company
Common Stock.
Item 7. Material to be Filed as Exhibits
- ------ --------------------------------
Exhibit 1 Merger Agreement, dated as of October 30, 1994, among
NeXagen, Inc. (currently known as NeXstar Pharmaceuticals,
Inc.), Neptune Merger-Sub Corp. and Vestar, Inc.
(Incorporated by reference fromthe Exhibits to Schedule 13D
filed by the Reporting Entities on March 3, 1995.)
12
<PAGE>
Exhibit 2 Letter Agreement, dated November 19, 1993, by and between
NeXagen, Inc. and Warburg, Pincus Investors, L.P.
(Incorporated by reference from the Exhibits to Schedule 13D
filed by the Reporting Entities on March 3, 1995.)
Exhibit 3 Agreement and Plan of Merger, dated as of August 29, 1995,
among NeXstar Pharmaceuticals, Inc., Supra-Sub Merger Corp.
and Supragen, Inc. (Incorporated by reference from the
Exhibits to Schedule 13D filed by the Reporting Entities on
September 14, 1995.)
Exhibit 4 Joint Filing Agreement, dated as of October 31, 1997, by and
among the Reporting Entities.
13
<PAGE>
SIGNATURE
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: October 31, 1997
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co., General
Partner
By: /s/ Stephen Distler
Partner
WARBURG, PINCUS CAPITAL PARTNERS, L.P.
By: Warburg, Pincus & Co., General
Partner
By: /s/ Stephen Distler
Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
Member
WARBURG, PINCUS CAPITAL PARTNERS
LIQUIDATING TRUST
By: /s/ Stephen Distler
Trustee
14
<PAGE>
SCHEDULE I
Set forth below is the name, position and present principal
occupation of each of the general partners of Warburg, Pincus & Co. ("WP") and
each of the members of E.M. Warburg, Pincus & Co., LLC ("EMW LLC"). Except as
otherwise indicated, the business address of each of such persons is 466
Lexington Avenue, New York, New York 10017, and each of such persons is a
citizen of the United States.
General Partners of WP
----------------------
Present Principal Occupation
Name in Addition to Position with WP
- ---- -------------------------------
Susan Black Managing Director and Member, EMW LLC
Christopher W. Brody Managing Director and Member, EMW LLC
Harold Brown Senior Managing Director and Member, EMW LLC
Errol M. Cook Managing Director and Member, EMW LLC
W. Bowman Cutter Managing Director and Member, EMW LLC
Elizabeth B. Dater Managing Director and Member, EMW LLC
Stephen Distler Managing Director, Member and Treasurer,
EMW LLC
Harold W. Ehrlich Managing Director and Member, EMW LLC
Louis G. Elson Managing Director and Member, EMW LLC
John L. Furth Vice Chairman of the Board and Member,
EMW LLC
Stewart K.P. Gross Managing Director and Member, EMW LLC
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Patrick T. Hackett Managing Director and Member, EMW LLC
Jeffrey A. Harris Managing Director and Member, EMW LLC
Robert S. Hillas Managing Director and Member, EMW LLC
A. Michael Hoffman Managing Director and Member, EMW LLC
William H. Janeway Managing Director and Member, EMW LLC
Douglas M. Karp Managing Director and Member, EMW LLC
Charles R. Kaye Managing Director and Member, EMW LLC
Henry Kressel Managing Director and Member, EMW LLC
Joseph P. Landy Managing Director and Member, EMW LLC
Sidney Lapidus Managing Director and Member, EMW LLC
Kewsong Lee Managing Director and Member, EMW LLC
Reuben S. Leibowitz Managing Director and Member, EMW LLC
Brady T. Lipp Managing Director and Member, EMW LLC
Stephen J. Lurito Managing Director and Member, EMW LLC
Spencer S. Marsh III Managing Director and Member, EMW LLC
Lynn C. Martin Managing Director and Member, EMW LLC
Edward J. McKinley Managing Director and Member, EMW LLC
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Rodman W. Moorhead III Senior Managing Director and Member, EMW LLC
Howard H. Newman Managing Director and Member, EMW LLC
Gary D. Nusbaum Managing Director and Member, EMW LLC
Anthony G. Orphanos Managing Director and Member, EMW LLC
Dalip Pathak Managing Director and Member, EMW LLC
Daphne D. Philipson Managing Director and Member, EMW LLC
Lionel I. Pincus Chairman of the Board, CEO, and Managing
Member, EMW LLC; and Managing Partner
Pincus & Co.
Eugene L. Podsiadlo Managing Director and Member, EMW LLC
Ernest H. Pomerantz Managing Director and Member, EMW LLC
Brian S. Posner Managing Director and Member, EMW LLC
Arnold M. Reichman Managing Director and Member, EMW LLC
Roger Reinlieb Managing Director and Member, EMW LLC
John D. Santoleri Managing Director and Member, EMW LLC
Steven G. Schneider Managing Director and Member, EMW LLC
Sheila N. Scott Managing Director and Member, EMW LLC
Peter Stalker III Managing Director and Member, EMW LLC
David A. Tanner Managing Director and Member, EMW LLC
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James E. Thomas Managing Director and Member, EMW LLC
John L. Vogelstein Vice Chairman of the Board and Member, EMW LLC
Elizabeth H. Weatherman Managing Director and Member, EMW LLC
George U. Wyper Managing Director and Member, EMW LLC
Pincus & Co.*
NL & Co.**
* Pincus & Co. is a New York limited partnership whose primary activity is
ownership interest in WP and EMW LLC.
** NL & Co. is a New York limited partnership whose primary activity is
ownership interest in WP.
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Members of EMW LLC
------------------
Present Principal Occupation in
Name Addition to Position with EMW LLC
- ---- ---------------------------------
Susan Black Partner, WP
Christopher W. Brody Partner, WP
Harold Brown Partner, WP
Dale C. Christensen (1)
Errol M. Cook Partner, WP
W. Bowman Cutter Partner, WP
Elizabeth B. Dater Partner, WP
Stephen Distler Partner, WP
P. Nicholas Edwards(2)
Harold W. Ehrlich Partner, WP
Louis G. Elson Partner, WP
John L. Furth Partner, WP
Stewart K.P. Gross Partner, WP
Patrick T. Hackett Partner, WP
Jeffrey A. Harris Partner, WP
Robert S. Hillas Partner, WP
A. Michael Hoffman Partner, WP
William H. Janeway Partner, WP
Douglas M. Karp Partner, WP
Charles R. Kaye Partner, WP
Richard H. King (2)
- -----------------------
(1) Citizen of Canada
(2) Citizen of United Kingdom
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Henry Kressel Partner, WP
Joseph P. Landy Partner, WP
Sidney Lapidus Partner, WP
Kewsong Lee Partner, WP
Reuben S. Leibowitz Partner, WP
Brady T. Lipp Partner, WP
Stephen J. Lurito Partner, WP
Spencer S. Marsh III Partner, WP
Lynn C. Martin Partner, WP
Edward J. McKinley Partner, WP
Rodman W. Moorhead III Partner, WP
Howard H. Newman Partner, WP
Gary D. Nusbaum Partner, WP
Anthony G. Orphanos Partner, WP
Dalip Pathak Partner, WP
Philip C. Percival (2)
Daphne D. Philipson Partner, WP
Lionel I. Pincus Managing Partner, WP; and
Managing Partner, Pincus & Co.
Eugene L. Podsiadlo Partner, WP
Ernest H. Pomerantz Partner, WP
Brian S. Posner Partner, WP
Arnold M. Reichman Partner, WP
Roger Reinlieb Partner, WP
Steven G. Schneider Partner, WP
John D. Santoleri Partner, WP
Sheila N. Scott Partner, WP
Dominic H. Shorthouse (2)
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Peter Stalker III Partner, WP
Chang Q. Sun (3)
David A. Tanner Partner, WP
James E. Thomas Partner, WP
John L. Vogelstein Partner, WP
Elizabeth H. Weathermen Partner, WP
George U. Wyper Partner, WP
Pincus & Co.*
* Pincus & Co. is a New York limited partnership whose
primary activity is ownership interest in WP and EMW LLC.
- ----------------------
(3) Citizen of People's Republic of China
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Exhibit 4
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(f)(1)
----------------------------
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning
the others, except to the extent that it knows or has reason to believe that
such information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: October 31, 1997
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co., General Partner
By: /s/ Stephen Distler
Partner
WARBURG, PINCUS CAPITAL PARTNERS, L.P.
By: Warburg, Pincus & Co., General Partner
By: /s/ Stephen Distler
Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
Member
WARBURG, PINCUS CAPITAL PARTNERS LIQUIDATING TRUST
By: /s/ Stephen Distler
Trustee
