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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
SuperGen, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
868059 10 6
- --------------------------------------------------------------------------------
(CUSIP Number)
12/31/99
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
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CUSIP No. 868059 10 6
- -------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Joseph Rubinfeld
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) / /
(b) /X/
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3. SEC Use Only
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4. Citizenship or Place of Organization United States of Americaa
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Number of 5. Sole Voting Power: 32,500* (beneficial ownership of
Shares Bene- 12,500 shares is disclaimed)
ficially ----------------------------------------------------------
Owned by Each 6. Shared Voting Power: 1,717,500** (beneficial
Reporting ownership of 35,000 shares is
Person With: disclaimed)
----------------------------------------------------------
7. Sole Dispositive Power: 32,500* (beneficial ownership
of 12,500 shares is
disclaimed)
----------------------------------------------------------
8. Shared Dispositive Power: 1,717,500** (beneficial
ownership of 35,000 shares
is disclaimed)
- -------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,712,917 (beneficial ownership of 47,500 shares is disclaimed)***
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) X
11. Percent of Class Represented by Amount in Row (9) 10.3%
- -------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
- -------------------------------------------------------------------------------
IN
- -------------------------------------------------------------------------------
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CUSIP No. 868059 10 6
- -------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Loretta Rubinfeld
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) / /
(b) /X/
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3. SEC Use Only
- -------------------------------------------------------------------------------
4. Citizenship or Place of Organization United States of Americaa
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Number of 5. Sole Voting Power: 1,500**** (beneficial ownership
Shares Bene- of 1,500 shares is disclaimed)
ficially 6. Shared Voting Power: 1,717,500** (beneficial
Owned by Each ownership of 35,000 shares is
Reporting disclaimed)
Person With: 7. Sole Dispositive Power: 1,500**** (beneficial
ownership of 1,500 shares is
disclaimed)
8. Shared Dispositive Power: 1,717,500** (beneficial
ownership of 35,000 shares
is disclaimed)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,726,601*****
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) X
11. Percent of Class Represented by Amount in Row (9) 6.8%
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12. Type of Reporting Person (See Instructions)
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IN
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INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS-Furnish the
full legal name of each person for whom the report is filed-i.e., each
person required to sign the schedule itself-including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and that membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with the other persons but does not affirm
the existence of a group, please check row 2(b) [unless it is a joint
filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary
to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) CITIZENSHIP OR PLACE OF ORGANIZATION-Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9), (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON,
ETC.-Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All percentages
are to be rounded off to the nearest tenth (one place after decimal
point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the Securities Exchange
Act of 1934.
(12) TYPE OF Reporting PERSON-Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
<TABLE>
<CAPTION>
CATEGORY SYMBOL
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, EP
or Endowment Fund
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
NOTES:
Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedules 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
<PAGE>
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized
to solicit the information required to be supplied by this schedule by
certain security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary.
The information will be used for the primary purpose of determining and
disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.
Because of the public nature of the information, the Commission can
use it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing
statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the time
specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant to
Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c),
13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall
be filed not later than February 14 following the calendar year covered
by the statement pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that
covered by a statement on this schedule may be incorporated by reference
in response to any of the items of this schedule. If such information is
incorporated by reference in this schedule, copies of the relevant pages
of such form shall be filed as an exhibit to this schedule.
C. The items numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
ITEM 1.
(a) Name of Issuer: SuperGen, Inc.
(b) Address of Issuer's Principal Executive Offices: Two Annabel Lane,
Suite 220, San Ramon, CA 94583
ITEM 2.
(a) Name of Person Filing: Joseph Rubinfeld and Loretta Rubinfeld,
husband and wife
(b) Address of Principal Business Office or, if none, Residence: Two
Annabel Lane, Suite 220, San Ramon, CA 94583
(c) Citizenship: United States of America
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 868059 10 6
ITEM 3.IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) / / Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) / / An investment advisor in accordance with
Section 240.13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
<PAGE>
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount of beneficially owed:
Joseph Rubinfeld: 2,712,917 shares***
Loretta Rubinfeld: 1,726,601 shares*****
(b) Percent of class:
Joseph Rubinfeld: 10.3%, based on 25,477,770 outstanding shares of
Common Stock of the Issuer as of December 31, 1999.
Loretta Rubinfeld: 6.8%, based on 25,477,770 outstanding shares of
Common Stock of the Issuer as of December 31, 1999.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote.
Joseph Rubinfeld: 32,500 shares*
Loretta Rubinfeld: 1,500 shares****
(ii) Shared power to vote or to direct the vote.
Joseph Rubinfeld: 1,717,500 shares**
Loretta Rubinfeld: 1,717,500 shares**
(iii) Sole power to dispose or to direct the disposition of.
Joseph Rubinfeld: 32,500 shares*
Loretta Rubinfeld: 1,500 shares****
(iv) Shared power to dispose or to direct the disposition of.
Joseph Rubinfeld: 1,717,500 shares**
Loretta Rubinfeld: 1,717,500 shares**
* Beneficial ownership of 12,500 of these shares registered in the
name of Joseph Rubinfeld as Custodian under the California Uniform
Transfers to Minors Act is disclaimed as set forth on Page 2 of
this Schedule. 20,000 shares are registered to Joseph Rubinfeld,
individually, and these shares are not included in the aggregate
number of shares beneficially owned by Loretta Rubinfeld, his wife,
notwithstanding the Community Property laws of the State of
California.
** 1,682,500 shares owned jointly by reporting persons are registered
to Joseph and Loretta Rubinfeld. Beneficial ownership of 35,000 of
these shares registered in the name of Joseph and Loretta Rubinfeld
as Custodians under the California Uniform Transfers to Minors Act
is disclaimed as set forth on Pages 2 and 3 of this Schedule.
*** Includes 962,917 shares which may be acquired within 60 days of
December 31, 1999 upon exercise of stock options by Joseph
Rubinfeld.
**** Beneficial ownership of 1,500 of these shares registered in the
name of Loretta Rubinfeld as Custodian under the California Uniform
Transfers to Minors Act is disclaimed as set forth on Page 3 of
this Schedule.
***** Includes 7,601 shares which may be acquired within 60 days of
December 31, 1999 upon exercise of stock options by Loretta
Rubinfeld.
INSTRUCTION. For computations regarding securities which represent a
right to acquire an underlying security SEE Section 240.13d-3(d)(1).
<PAGE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following. / /
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person 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, a statement to that effect should be included in response to
this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to Section 240.13d-1(c) or
Section 240.13d-1(d), attach an exhibit stating the identity of each member of
the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement
is filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
(b) The following certification shall be included if the statement
is filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
February 10, 2000
-----------------------------------------
Date
/s/ Joseph Rubinfeld
-----------------------------------------
Signature
Joseph Rubinfeld, Chief Executive
Officer President and Chairman of
the Board of SuperGen, Inc.
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Name/Title
February 10, 2000
-----------------------------------------
Date
/s/ Loretta Rubinfeld
-----------------------------------------
Signature
Loretta Rubinfeld
-----------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Section 240.13d-7 for
other parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
