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UNITED STATES OMB APPROBAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
WASHINGTON, D.C. 20549 Expires: October 31, 1994
SCHEDULE 13D Estimated average burden
hours per response.....14.90
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
SuperGen, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
868-059106
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(CUSIP Number)
Rod J. Howard
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, CA 94301-3699
(650) 833-2000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 25, 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 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 [X].
Check the following box if a fee is being paid with the statement [X]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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.
* 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)
1
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CUSIP NO. 868-059106 SCHEDULE 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
Tako Ventures, LLC
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /x/
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
BK
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 4,493,683 (1)
OWNED BY --------------------------------------------------
BY EACH (8) SHARED VOTING POWER
REPORTING
PERSON
WITH --------------------------------------------------
(9) SOLE DISPOSITIVE POWER
4,493,683 (1)
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,493,683 (1)
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
- -------------------------------------------------------------------------------
*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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CUSIP NO. 868-059106 SCHEDULE 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
Lawrence J. Ellison
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /x/
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
BK
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 4,493,683 (1)
OWNED BY --------------------------------------------------
BY EACH (8) SHARED VOTING POWER
REPORTING
PERSON
WITH --------------------------------------------------
(9) SOLE DISPOSITIVE POWER
4,493,683 (1)
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,493,683 (1)
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
- -------------------------------------------------------------------------------
*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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CUSIP NO. 868-059106 SCHEDULE 13D PAGE 4 OF 9 PAGES
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(1) NAME OF REPORTING PERSON
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cephalopod Corporation
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /x/
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
BK
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 4,493,683 (1)
OWNED BY --------------------------------------------------
BY EACH (8) SHARED VOTING POWER
REPORTING
PERSON
WITH --------------------------------------------------
(9) SOLE DISPOSITIVE POWER
4,493,683 (1)
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,493,683 (1)
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
CO
- -------------------------------------------------------------------------------
*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
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CUSIP NO. 868-059106 SCHEDULE 13D PAGE 5 OF 9 PAGES
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence Investments, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /x/
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
BK
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 4,493,683 (1)
OWNED BY --------------------------------------------------
BY EACH (8) SHARED VOTING POWER
REPORTING
PERSON
WITH --------------------------------------------------
(9) SOLE DISPOSITIVE POWER
4,493,683 (1)
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,493,683 (1)
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
- -------------------------------------------------------------------------------
*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
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CUSIP NO. 868-059106 SCHEDULE 13D PAGE 6 OF 9 PAGES
(1) Pursuant to a Convertible Secured Note, Option and Warrant Purchase
Agreement dated as of June 17, 1997 (the "Original Purchase Agreement"),
a Stock Purchase Agreement dated as of January 29, 1999 (the "Stock
Purchase Agreement") and a Secured Promissory Note dated March 25, 1999
(the "Note"), Tako Ventures, LLC ("Tako") has acquired 2,718,683 shares
of Common Stock of SuperGen, Inc. (the "Issuer") and has the right to
acquire up to 1,775,000 additional shares of the Issuer's Common Stock,
representing in the aggregate approximately 19.6% of the Common Stock of
Issuer (based on the Issuer's capitalization as of March 31, 1999 and
giving effect to the acquisition of all such shares). The Issuer's
shares have been issued or are issuable to Tako in the manner summarized
below (which summary is qualified in all respects by reference to the
Agreements and the exhibits thereto):
(i) 2,718,683 shares of the Issuer's Common Stock are owned by Tako.
(ii) 500,000 shares of the Issuer's Common Stock are issuable to Tako at a
price of $13.50 per share pursuant to a non-redeemable Warrant
("Warrant No. 1") which was issued to Tako by the Issuer on June 17,
1997. Subject to certain exceptions, Warrant No. 1 is exercisable at
any time prior to 5:00 p.m. (Pacific time) on June 17, 2007.
(iii) 230,000 shares of the Issuer's Common Stock are issuable to Tako at a
price of $10.35 per share pursuant to a non-redeemable Warrant
("Warrant No. 2"), which was issued to Tako by the Issuer on January
29, 1999. Subject to certain exceptions, Warrant No. 2 is
exercisable at any time prior to 5:00 p.m. (Pacific
time) on June 17, 2007.
(iv) 545,000 shares of the Issuer's Common Stock are issuable to Tako at a
price of $13.50 per share pursuant to a non-redeemable Warrant
("Warrant No. 3"), which was issued to Tako by the Issuer on January
29, 1999. Subject to certain exceptions, Warrant No. 3 is
exercisable at any time prior to 5:00 p.m. (Pacific
time) on June 17, 2007.
(v) 500,000 shares of the Issuer's Common Stock are issuable to Tako at a
price of $11.00 per share pursuant to a non-redeemable Warrant
("Warrant No. 4"), which was issued to Tako by the Issuer on March
25, 1999. Subject to certain exceptions, Warrant No. 4 is
exercisable at any time prior to 5 p.m. (Pacific Time) on March 25,
2004.
6
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CUSIP NO. 868-059106 SCHEDULE 13D PAGE 7 OF 9 PAGES
This Statement constitutes Amendment No. 3 to the Schedule 13D (the
"Schedule 13D") filed jointly by: (1) Tako Ventures, LLC, a California
limited liability company ("Tako"), (2) Cephalopod Corporation, a California
corporation ("Cephalopod"), (3) Lawrence Investments, LLC, a California
limited liability company ("Lawrence Investments"), and (4) Lawrence J.
Ellison, a natural person, with respect to Common Stock, par value $.001 per
share, of SuperGen, Inc., a California corporation (the "Issuer"). Only
those items which are hereby reported are amended. All other items remain
unchanged. All capitalized items shall have the meanings assigned to them in
the Schedule 13D, as amended to date, unless otherwise indicated herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended to delete the second sentence of the second
paragraph thereof. Item 3 is hereby further amended to delete the third
paragraph thereof in its entirety and to substitute in place thereof the
following:
Since the filing of Amendment No. 2 to Schedule 13D dated November 25,
1997, the Reporting Persons and the Issuer have entered into a Stock
Purchase Agreement dated January 29, 1999 (the "Stock Purchase
Agreement") and a Secured Promissory Note dated March 25, 1999 (the
"Note"). Pursuant to the Stock Purchase Agreement, (i) 61,350 shares of
the Issuer's Common Stock were issued to Tako at a per share purchase
price of approximately $6.52 pursuant to Tako's pre-existing right to
purchase its pro rata share of securities to be issued by the Issuer
(the "Pre-emptive Right") pursuant to Section 5.1 of that certain
Convertible Note, Option and Warrant Purchase Agreement dated as of June
17, 1997 (the "Original Purchase Agreement"); (ii) 107,333 shares of the
Issuer's Common Stock were issued to Tako pursuant to the anti-dilution
rights granted to Tako by Section 1.2 of the Original Purchase
Agreement; and (iii) non-redeemable Warrants to purchase 775,000 shares
of the Issuer's Common Stock were issued to Tako, 230,000 shares of
which are exercisable at $10.35 per share and 545,000 shares of which are
exercisable at $13.50 per share, in consideration for the cancellation of
775,000 redeemable Warrants held by Tako. In connection with the
issuance by the Issuer to Tako of the Note, non-redeemable Warrants to
purchase 500,000 shares of the Issuer's Common Stock were issued to
Tako which are exercisable at $11.00 per share.
Tako has the right to acquire an aggregate 1,775,000 shares of the
Issuer's Common Stock upon the exercise of its Warrants, of which
230,000 shares are exercisable at $10.35 per share, 1,045,000 shares are
exercisable at $13.50 per share and 500,000 shares are exercisable at
$11.00 per share.
ITEM 4. PURPOSE OF TRANSACTION
The second paragraph of Item 4 is hereby amended to add at the end:
The Issuer's outstanding Common Stock increased by 168,683
shares pursuant to the Stock Purchase Agreement and in the event of
the exercise of Warrant No. 4 would increase by an additional 500,000
shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as follows:
7
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CUSIP NO. 868-059106 SCHEDULE 13D PAGE 8 OF 9 PAGES
The Reporting Persons are deemed to have beneficial ownership, as
defined in Rule 13d-3(a), of an aggregate of 4,496,683 shares of the
Issuer's Common Stock, which would represent approximately 19.6% of
the Common Stock that would be outstanding in the event of exercise
in full of the Warrants. The Reporting Persons have sole voting and
dispositive power over 2,718,683 shares of the Issuer's Common Stock
acquired upon conversion of the Convertible Secured Note, exercise of
the Option, and pursuant to the Stock Purchase Agreement. Upon exercise
of the Warrants, the Reporting Persons would have sole voting and
dispositive power over any shares of Common Stock acquired upon such
exercise.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by deleting the final sentence thereof and adding
the following new paragraph:
Since the filing of Amendment No. 2 to Schedule 13D on November 25, 1997,
the Reporting Persons and the Issuer have entered into the Stock
Purchase Agreement and the Note. Pursuant to the Stock Purchase
Agreement, (i) 61,350 shares of the Issuer's Common Stock were issued
to Tako on January 29, 1999, at an exercise price of approximately
$6.52 per share pursuant to Tako's pre-existing Pre-emptive Right,
(ii) an additional 107,333 shares of the Issuer's Common Stock were
issued to Tako pursuant to the anti-dilution rights granted to Tako
by Section 1.2 of the Original Purchase Agreement and (iii)
non-redeemable Warrants to purchase 775,000 shares of the Issuer's
Common Stock were issued to Tako, 230,000 shares of which are
exercisable at $10.35 per share and 545,000 shares of which are
exercisable at $13.50 per share, in consideration for the cancellation
of 775,000 redeemable Warrants held by Tako. In connection with the
Note, non-redeemable Warrants to purchase 500,000 shares of the Issuer's
Common Stock were issued to Tako which are exercisable at $11.00 per
share.
8
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CUSIP NO. 868-059106 SCHEDULE 13D PAGE 9 OF 9 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: June 22, 1999
--------------------------
TAKO VENTURES, LLC CEPHALOPOD CORPORATION
/s/ Philip B. Simon
--------------------------
By: Cephalopod Corporation, Member By: Philip B. Simon
Its: President
By: /s/ Philip B. Simon
-----------------------
Name: Philip B. Simon
Title: President
LAWRENCE INVESTMENTS, LLC
/s/ Philip B. Simon /s/ Lawrence J. Ellison
- ---------------------------------- -------------------------
By: Philip B. Simon Lawrence J. Ellison
9
