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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AURORA BIOSCIENCES CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
051920-10-6
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(CUSIP Number)
DR. ANDREAS BREMER
GRAFENAUWEG 4, 6301 ZUG CH/SWITZERLAND
011-41-41-724-5959
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Daniel L. Goelzer, Esq.
Baker & McKenzie
815 Connecticut Avenue, N.W.
Washington, D.C. 20006
JUNE 24, 1997
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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 [ ].
Check the following box if a fee is being paid with the statement
[ ]. (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
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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.
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<TABLE>
<S> <C>
CUSIP No. 051920-10-6
- ---------
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
BB Biotech AG
S.S. or I.R.S. Identification No. of Above Person
Not applicable: Foreign Corporation
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group* (b) [X]
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(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
WC
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(5) Check Box is Disclosure of Legal Proceedings is required
Pursuant to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Switzerland
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0 by BB Biotech AG
by Each Reporting ---------------------------------------
Person With (8) Shared Voting Power
1,421,500 by BB Biotech AG
(See Item 5)
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(9) Sole Dispositive Power
0 by BB Biotech AG
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(10) Shared Dispositive Power
1,421,500 by BB Biotech AG
(See Item 5)
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,421,500 shares of common stock, par value of $.001 per share
(See Item 5).
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11)
</TABLE>
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<TABLE>
<S> <C>
Excludes Certain Shares* [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.3%
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(14) Type of Reporting Person*
HC, CO
- --------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<S> <C>
CUSIP No. 051920-10-6
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- --------------------------------------------------------------------------------
(1) Name of Reporting Person
Biotech Target S.A.
S.S. or I.R.S. Identification No. of Above Person
Not applicable: Foreign Corporation
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group* (b) [X]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds*
AF
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(5) Check box if disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Panama
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0 by Biotech Target S.A.
by Each Reporting ----------------------------------
Person With (8) Shared Voting Power
1,421,500 by Biotech Target
S.A.(See Item 5)
----------------------------------
(9) Sole Dispositive Power
0 by Biotech Target S.A.
----------------------------------
(10) Shared Dispositive Power
1,421,500 by Biotech Target
S.A.(See Item 5)
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,421,500 shares of common stock, par value of $.001 per share
(See Item 5).
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</TABLE>
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(12) Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.3%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of Aurora Biosciences
Corporation ("Aurora Biosciences"). Aurora Biosciences's principal executive
offices are located at 11010 Torreyana Road, San Diego, California 92121.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed jointly by BB Biotech AG ("BB Biotech") and
Biotech Target S.A. ("Biotech Target"). Biotech Target is a wholly-owned
subsidiary of BB Biotech.
BB Biotech is a holding company incorporated in Switzerland. BB
Biotech's business address is Vordergasse 3, 8200 Schaffhausen, CH/Switzerland.
BB Biotech invests in companies involved in the development, production, and
distribution of pharmaceuticals and other products based on biotechnology. BB
Biotech is publicly traded on the Zurich Stock Exchange.
Biotech Target is a wholly-owned subsidiary of BB Biotech
incorporated in the Republic of Panama. Biotech Target's business address is
Swiss Bank Tower, Panama 1, Republic of Panama. The principal business of
Biotech Target is to invest in companies in the biotechnology sector.
The name, business address, present principal occupation, and
citizenship of each executive officer and director of BB Biotech and Biotech
Target are set forth on Appendix A hereto, which is incorporated herein by
reference.
During the last five (5) years, neither BB Biotech nor Biotech
Target, nor to the best of their knowledge, any of their executive officers or
directors, has been convicted in a 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 as a result of which
he 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Biotech Target purchased 1,421,500 shares of common stock, $.001 par
value per share, (the "Common Stock") for an aggregate consideration of
$16,572,320. Biotech Target used capital to
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purchase the shares of Aurora Biosciences Common Stock, which, in turn, was
working capital supplied by BB Biotech. BB Biotech is publicly traded on the
Zurich Stock Exchange, and its shareholders are both private and institutional
investors.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock are being held for investment purposes
only. However, Biotech Target may, from time to time, either increase or
decrease its holdings of the Common Stock, subject to applicable laws. Any such
decision will depend, however, on numerous factors, including, without
limitation, the market price of shares of the Common Stock, the terms and
conditions related to their purchase and sale, the prospects and profitability
of Aurora Biosciences, other business and investment alternatives of Biotech
Target and general economic and market conditions.
It is Biotech Target's general policy not to interfere with the
management of companies in which it holds portfolio investments. Neither Biotech
Target nor BB Biotech have an intention to influence or direct Aurora
Biosciences' affairs, modify its corporate structure or interfere with the
business decisions of its management. Except as set forth above, neither Biotech
Target nor BB Biotech, nor to the best knowledge of such persons, any executive
officer or director of either BB Biotech or Biotech Target, has any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of Aurora Biosciences or the disposition of securities
of Aurora Biosciences; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Aurora Biosciences; (c) a sale
or transfer or a material amount of assets of Aurora Biosciences; (d) any change
in the present board of directors or management of Aurora Biosciences, 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 Aurora Biosciences; (f) any other material
change in Aurora Biosciences's business or corporate structure; (g) changes in
Aurora Biosciences's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of Aurora Biosciences
by any person; (h) causing a class of securities of Aurora Biosciences to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national securities
association; (i) a class of equity securities of Aurora Biosciences to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities
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Exchange Act of 1934 ("Exchange Act"); or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) BB Biotech may be deemed to be the indirect beneficial owner of
the 1,421,500 shares of Common Stock held directly by Biotech Target as of
January 5, 1997, which represents approximately 8.3% of Aurora Biosciences'
outstanding shares of Common Stock. No shares of Aurora Biosciences Common Stock
are directly owned by BB Biotech. To the best knowledge of BB Biotech and
Biotech Target, no director or executive officer of BB Biotech or Biotech Target
owns any shares of Aurora Biosciences Common Stock.
(b) The number of shares of Aurora Biosciences Common Stock to which
there is sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or to direct the disposition, or shared
power to dispose or direct the disposition, is set forth in the cover pages
hereof and such information is incorporated herein by reference. BB Biotech,
through its ownership of Biotech Target, may be deemed to beneficially own the
shares of Aurora Biosciences Common Stock which are held by Biotech Target
within the meaning of Regulation 13D under the Exchange Act, and may be deemed
to share with Biotech Target the power to vote, or direct the vote of, and the
power to dispose of or direct the disposition of, the aggregate 1,421,500 shares
of Aurora Biosciences Common Stock held by Biotech Target.
(c) Biotech target has engaged in the following transactions during
the past sixty days:
<TABLE>
<CAPTION>
- --------------------------------------------------------
ACTION DATE NUMBER OF PRICE PER
SHARES SHARE
- --------------------------------------------------------
<S> <C> <C> <C>
Bought 6/24/97 1,100,000 $10.00
- --------------------------------------------------------
Bought 12/10/97 6,500 $12.88
- --------------------------------------------------------
Bought 12/11/97 10,000 $13.50
- --------------------------------------------------------
Bought 12/15/97 5000 $13.50
- --------------------------------------------------------
</TABLE>
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<TABLE>
- ------------------------------------------------------
<S> <C> <C> <C>
Bought 12/17/97 250,000 $13.39
- ------------------------------------------------------
Bought 12/29/97 25,000 $13.19
- ------------------------------------------------------
Bought 1/2/97 25,000 $13.19
- ------------------------------------------------------
</TABLE>
Each of the listed transactions, unless otherwise noted, was completed on the
open market. As of December 31, 1997, BB Biotech and Biotech Target beneficially
own a total of 2,399,500 shares of the Common Stock, which represent
approximately 13% of the outstanding shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Neither BB Biotech nor Biotech Target nor, to the best of their
knowledge, any of the executive officers or directors of either BB Biotech or
Biotech Target, is a party to any contract, arrangement, understanding, or
relationship (legal or otherwise) with any person with respect to any
securities of Aurora Biosciences (including the shares of Common Stock),
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Translation of minutes of the October 18, 1995,
Board of Directors Meeting of Biotech Target
(evidencing a power of attorney in favor of Dr.
Andreas Bremer).*
Exhibit 2: Translation of minutes of the January 3, 1997
Board of Directors Meeting of Biotech Target
(evidencing a power of attorney in favor of Dr.
Anders Hove).*
Exhibit 3: Translation of evidence of a power of attorney in
favor of Victor Bischoff and Hans-Joerg Graf on
behalf of BB Biotech.**
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Exhibit 4: Agreement by and between BB Biotech and Biotech
Target with respect to the filing of this disclosure
statement.
- ----------------
* See Powers of Attorney, attached as Exhibits 1 and 2 to the
Schedule 13D related to Alexion Pharmaceuticals, Inc. filed with
the Securities and Exchange Commission on September 18, 1997, which
Exhibit is incorporated by reference herein.
** See Power of Attorney, attached as an Exhibit 99.E to the
Schedule 13D relating to Biogen, Inc. filed with the Securities and
Exchange Commission on June 2, 1994, which Exhibit is incorporated
by reference herein.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
BB BIOTECH AG
Date: January 5, 1997 By: /s/ Hans-Joerg Graf
-------------------------
Name: Hans-Joerg Graf
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Date: January 5, 1997 By: /s/ Dr. Victor Bischoff
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Name: Dr. Victor Bischoff
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BIOTECH TARGET, S.A.
Date: January 5, 1997 By: /s/ Dr. Andreas Bremer
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Name: Dr. Andreas Bremer
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Date: January 5, 1997 By: /s/ Dr. Anders Hove
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Name: Dr. Anders Hove
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APPENDIX A TO ITEM 2
<TABLE>
<CAPTION>
PRESENT
NAME AND POSITION RESIDENCE OR PRINCIPAL
WITH COMPANY BUSINESS ADDRESS OCCUPATION
- ------------ ---------------- ----------
BB BIOTECH
<S> <C> <C>
Dr. Ernst Thomke Vordergasse 3, Chairman
(Swiss citizen) 8200 Schaffhausen, and Director
CH/Switzerland
Dr. Victor Bischoff Vordergasse 3, Vice-
(Swiss citizen) 8200 Schaffhausen, Chairman
CH/Switzerland and Director
Dr. David Baltimore Massachusetts Institute Professor
(U.S. citizen) of Technology and Director
Building 68, Room 380
77 Massachusetts Avenue
Cambridge, MA 02139
BIOTECH TARGET
Dr. Andreas Bremer Grafenauweg 4, Signatory
(German citizen) 6301 Zug Authority
CH/Switzerland
Dr. Anders Hove Grafenauweg 4, Signatory
(Danish citizen) 6301 Zug Authority
CH/Switzerland
Hans-Joerg Graf Grafenauweg 4, Signatory
(Swiss citizen) 6301 Zug Authority
CH/Switzerland
Pablo Javier Espino Swiss Bank Tower, President
(Panamanian citizen) Panama 1, and Director
Republic of Panama
Adelina M. de Estribi Swiss Bank Tower, Director
(Panamanian citizen) Panama 1,
Republic of Panama
</TABLE>
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EXHIBIT 4
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the
attached Schedule 13D (including all amendments thereto) is filed
on behalf of each of the undersigned.
BB BIOTECH AG
Date: January 5, 1997 By: /s/ Hans-Joerg Graf
------------------------
Name: Hans-Joerg Graf
----------------------
Date: January 5, 1997 By: /s/ Dr. Victor Bischoff
------------------------
Name: Dr. Victor Bischoff
----------------------
BIOTECH TARGET, S.A.
Date: January 5, 1997 By: /s/ Dr. Andreas Bremer
------------------------
Name: Dr. Andreas Bremer
----------------------
Date: January 5, 1997 By: /s/ Dr. Anders Hove
------------------------
Name: Dr. Anders Hove
----------------------
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