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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Miravant Medical Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
69329P103
-------------------------------------------------------
(CUSIP Number)
Richard T. Collier
General Counsel
Pharmacia & Upjohn, Inc.
95 Corporate Drive
Bridgewater, NJ 08807 USA
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 1, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
- -------------------------------- --------------------------------
CUSIP No. 69329P103 Page 2 of 20 Pages
---------------------- ------ ------
- -------------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
The Pharmacia & Upjohn Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 125,001
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 125,001
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,001
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- -------------------------------- --------------------------------
CUSIP No. 69329P103 Page 3 of 20 Pages
---------------------- ------ ------
- -------------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn S.p.A.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 600,000
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 600,000
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- -------------------------------- --------------------------------
CUSIP No. 69329P103 Page 4 of 20 Pages
---------------------- ------ ------
- -------------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn AB
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 600,000
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 600,000
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- -------------------------------- --------------------------------
CUSIP No. 69329P103 Page 5 of 20 Pages
---------------------- ------ ------
- -------------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn International N.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 600,000
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 600,000
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- -------------------------------- --------------------------------
CUSIP No. 69329P103 Page 6 of 20 Pages
---------------------- ------ ------
- -------------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pharmacia & Upjohn, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 725,001
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 725,001
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,001
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC
- --------------------------------------------------------------------------------
<PAGE>
CUSIP Number: 69329P103 Page 7 of 20
Pharmacia & Upjohn AB (formerly Pharmacia AB), a Swedish corporation
("P&U AB"), Pharmacia & Upjohn S.p.A. (formerly Pharmacia S.p.A.), an Italian
corporation ("P&U S.p.A." and, together with P&U AB, the "Original Reporting
Persons") The Pharmacia & Upjohn Company, a Delaware corporation ("P&U Co."),
Pharmacia & Upjohn International N.V., a "check the box" entity incorporated
in the Netherlands ("P&U NV") and Pharmacia & Upjohn, Inc. ("P&U Inc.", and
together with P&U AB, P&U Co., P&U BV and P&U S.p.A., the "Reporting Persons")
hereby amend the reports on Schedule 13D for each of the Original Reporting
Persons, each dated July 7, 1995 (the "Original Schedule 13Ds"), filed by the
Original Reporting Persons with respect to shares of Common Stock, par value
$.01 per share (the "Shares"), of Miravant Medical Technologies, Inc. (formerly
PDT, Inc.), a Delaware corporation ("Miravant") beneficially owned by them. As
the Original Schedule 13Ds were originally filed in paper format, this amendment
restates and amends the entire text of the Original Schedule 13Ds pursuant to
Rule 13d-2(e) of the General Rules and Regulations under the Securities Exchange
Act of 1934.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Amendment to the Original
Schedule 13Ds relate is the Shares of Miravant. The principal executive office
of Miravant is located at 7408 Hollister Avenue, Santa Barbara, California
93117.
ITEM 2. IDENTITY AND BACKGROUND
The principal business address of P&U S.p.A. is Pharmacia & Upjohn
S.p.A., via Robert Koch 1.2, 75017 Milan, Italy. The principal business address
of P&U AB is Pharmacia & Upjohn AB, S-171 97 Stockholm, Sweden. The principal
business address of P&U NV is Pharmacia & Upjohn International N.V.,
Houttuinlaan 4, NL - 3447 GM Woerden, The Netherlands. The principal business
address of both P&U Inc. and P&U Co. is Pharmacia & Upjohn, Inc., 95 Corporate
Drive, Bridgewater, New Jersey 08807.
P&U S.p.A. is an Italian corporation and a subsidiary of P&U AB, a
Swedish corporation, which, in turn, is a wholly owned subsidiary of P&U NV, a
"check the box" entity incorporated in The Netherlands. P&U NV and P&U Co. are
wholly owned subsidiaries of P&U Inc., a Delaware corporation. P&U Co. is the
successor to Pharmacia, Inc., a Minnesota corporation and a former wholly owned
subsidiary of P&U AB. The principal business
<PAGE>
CUSIP Number: 69329P103 Page 8 of 20
of each of the Reporting Persons is the development, production, marketing and
sale of pharmaceutical products.
The name, residence or business address, present principal occupation
or employment, and the citizenship of each of each director and executive
officer of (i) P&U S.p.A. is set forth in Schedule I hereto and incorporated
herein by reference, (ii) P&U Co. is set forth in Schedule II hereto and
incorporated herein by reference, (iii) P&U Inc. is set forth in Schedule III
hereto and incorporated herein by reference.
None of the Reporting Persons, or to the best knowledge and belief of
the Reporting Persons, any of the individuals listed in Schedule I, II or III
has, during the past five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
This Item 2 is qualified in its entirety by reference to Schedules I,
II and III which are incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In 1994, Pharmacia, Inc., a former wholly owned subsidiary of P&U AB as
to which P&U Co. is the successor by merger, purchased 83,334 Shares of Miravant
and was granted a warrant to purchase an additional 41,667 Shares (the
"Warrant") for $1,000,008, the source of which funds was working capital. The
Warrant issued to Pharmacia, Inc. was not exercised and has expired.
In 1995, P&U S.p.A. purchased 400,000 Shares of Miravant for
$12,000,000, the source of which funds was working capital.
In 1995, pursuant to a 3 for 2 stock split, the holdings of Pharmacia,
Inc. were adjusted to
<PAGE>
CUSIP Number: 69329P103 Page 9 of 20
125,001 Shares and the holdings of P&U S.p.A. were adjusted to 600,000 Shares.
The Reporting Persons have not sold any Shares of Miravant.
None of the persons listed on Schedule I, II or III hereto has
contributed any funds or other consideration towards the purchase of the Shares
of Miravant reported in this statement.
ITEM 4. PURPOSE OF TRANSACTION
The Shares of Miravant described by this Schedule 13D were acquired for
investment purposes. Other than as set forth herein, the Reporting Persons do
not have plans or proposals which relate to or would result in any of the events
described by Items 4(a) through 4(j) of Schedule 13D.
Pursuant to the Stock Purchase Agreement set forth as Exhibit A to this
Schedule 13D, Pharmacia S.p.A. and its affiliates are prohibited through July 7,
2000 from directly or indirectly acquiring, or agreeing, offering, seeking or
proposing to acquire any securities issued by Miravant without the prior written
consent of Miravant, except that Pharmacia S.p.A. and its affiliates may
purchase securities of Miravant in ordinary brokerage or trading transactions by
a securities broker or dealer or purchases by an institutional investor solely
for investment purposes aggregating less than 5% of Miravant's outstanding
voting securities or less than 10% of any class of Miravant's outstanding
non-voting securities.
Representatives of the Reporting Persons have indicated to Miravant
their willingness to consider recommending that the Reporting Persons enter into
a transaction having terms consistent with those set forth in the P&U Proposed
Term Sheet set forth as Exhibit D to this Schedule 13D, which is incorporated
herein by reference (the "P&U Proposed Term Sheet"). The P&U Proposed Term Sheet
contemplates, among other things, the acquisition by one or more of the
Reporting Persons of additional securities of Miravant. Miravant has supplied
representatives of the Reporting Persons with the Miravant Proposed Term Sheet
set forth as Exhibit E to this Schedule 13D, which is incorporated herein by
reference (the "Miravant Proposed Term Sheet"). Discussions concerning a
transaction of the type contemplated by the P&U Proposed Term Sheet and the
Miravant Proposed Term Sheet are at a highly preliminary stage. No assurances
can be given concerning whether any of the Reporting Persons or Miravant will
find such a transaction to be consistent with its respective objectives and the
Reporting Persons, on the one hand, and Miravant, on the other hand, have made
substantive modifications to the indications of interest represented by the P&U
Proposed Term Sheet and the Miravant Proposed Term Sheet, respectively.
<PAGE>
CUSIP Number: 69329P103 Page 10 of 20
Any of the Reporting Persons or Miravant may cease to consider such a
transaction at any time and for any or no reason, each in their sole discretion.
The P&U Proposed Term Sheet and the Miravant Proposed Term Sheet are not legally
binding agreements and they impose no obligation on any of the Reporting Persons
or Miravant to continue discussions. No assurances can be given concerning (i)
whether additional discussions between the Reporting Persons and Miravant will
occur, (ii) whether the Reporting Persons and Miravant will reach any agreement
providing for a transaction, (iii) whether and to what extent any such
transaction will relate to or result in any of the events described by Items
4(a) through 4(j) of Schedule 13D, or (iv) whether any such transaction will be
consummated.
On or prior to October 31, 1998, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the Shares because of the
issuance of additional Shares of Miravant by Miravant. Accordingly, the
statements contained in this Schedule 13D will not be amended or updated unless
and until such time as the Reporting Persons and their affiliates become the
beneficial owners of more than five percent of the Shares of Miravant. See
Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The percentage interest held by each Reporting Person presented
below is based on the number of Shares of Miravant reported to be outstanding as
of October 31, 1998 in Miravant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998 (the "Outstanding Shares").
P&U Co., as successor to Pharmacia, Inc., beneficially owns 125,001
shares, representing approximately 0.8% of the Outstanding Shares.
P&U S.p.A. beneficially owns 600,000 Shares of Miravant, representing
approximately 3.7% of the Outstanding Shares.
P&U AB may be deemed to beneficially own 600,000 Shares of Miravant,
representing approximately 3.7% of the Outstanding Shares.
<PAGE>
CUSIP Number: 69329P103 Page 11 of 20
P&U NV may be deemed to beneficially own 600,000 Shares of Miravant,
representing approximately 3.7% of the Outstanding Shares.
P&U Inc. may be deemed to beneficially own 725,001 Shares, representing
approximately 4.5% of the Outstanding Shares.
None of the Reporting Persons, and to the knowledge of the Reporting
Persons, none of the persons listed in Schedules I, II and III hereto
beneficially owns any Shares of Miravant other than as set forth herein.
(b) Each Reporting Person shares the power to vote or direct the vote
and dispose or direct the disposition of the Shares beneficially owned by such
Reporting Persons as indicated in pages 2 through 6 above.
(c) None of the Reporting Persons and, to the knowledge of the
Reporting Persons, none of the persons listed on Schedule I, II or III hereto,
has been party to any transaction in Shares of Miravant during the past sixty
days.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from or proceeds from the sale of Shares of Miravant.
(e) Based on the number of Shares reported outstanding in Miravant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, the
Reporting Persons ceased to be the beneficial owners of more than five percent
of the outstanding Shares of Miravant on or prior to October 31, 1998.
Accordingly, the statements contained in this Schedule 13D will not be amended
or updated unless and until such time as the Reporting Persons and their
affiliates become the beneficial owners of more than five percent of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
between the Reporting Persons (or their wholly owned subsidiaries) and other
persons with respect to the Shares of Miravant aside from the following:
<PAGE>
CUSIP Number: 69329P103 Page 12 of 20
(a) Stock Purchase Agreement, dated as of July 7, 1995, by and between
PDT, Inc. and Pharmacia S.p.A. (the "Stock Purchase Agreement") under
which P&U S.p.A.: (i) received rights to initiate registration of the
non-registered Shares of Miravant which are held by P&U S.p.A.; (ii)
received rights to participate in certain registrations initiated by
Miravant or other shareholders of Miravant; and (iii) agreed not to
transfer the 400,000 Shares which P&U S.p.A. received on July 7, 1994
for one year unless certain conditions are met.
(b) PDT, Inc. $10,000,000 Common Stock and Warrants Offering Investment
Agreement, dated as of August 31, 1994, by and between PDT and
Pharmacia, Inc., under which Pharmacia, Inc. received the right to
initiate registration of the non-registered Shares of PDT which are
held by Pharmacia, Inc. and to participate in certain registrations
initiated by PDT and/or other shareholders of PDT (the "1994 Stock
Purchase Agreement").
(c) PDT Warrant, dated as of August 31, 1994, in which Pharmacia, Inc. was
granted a warrant to purchase up to 41,667 Shares (pre-split) of PDT
for the price of $12.00 per share (pre-split) (the "Warrant").
The foregoing discussion is qualified in its entirety by reference to
the Stock Purchase Agreement, the 1994 Stock Purchase Agreement, and the Warrant
which were filed as exhibits to the Original Schedule 13Ds, each of which is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Exhibit Description
- ----------- -------------------
A Stock Purchase Agreement, dated as of July 7, 1995, by and
between PDT and Pharmacia S.p.A. (incorporated by reference
from Exhibit B to the report on Schedule 13D, dated July 7,
1995, filed by P&U AB with respect to Shares of Miravant)
<PAGE>
CUSIP Number: 69329P103 Page 13 of 20
B PDT, Inc. $10,000,000 Common Stock and Warrants Offering
Investment Agreement, dated as of August 31, 1994, by and
between PDT and Pharmacia, Inc.(incorporated by reference
from Exhibit B to the report on Schedule 13D, dated July 7,
1995, filed by P&U S.p.A. with respect to Shares of
Miravant)
C PDT Warrant, dated as of August 31, 1994, in which
Pharmacia, Inc. was granted a warrant to purchase up to
41,667 Shares (pre-split) of PDT for the price of $12.00 per
share (pre-split).(incorporated by reference from Exhibit C
to the report on Schedule 13D, dated July 7, 1995, filed by
P&U S.p.A. with respect to Shares of Miravant)
D P&U Proposed Term Sheet
E Miravant Proposed Term Sheet
F Joint Filing Agreement
<PAGE>
CUSIP Number: 69329P103 Page 14 of 20
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: December 1, 1998
THE PHARMACIA & UPJOHN COMPANY
By: /s/ Don W. Schmitz
------------------------------------------
Title: Secretary
PHARMACIA & UPJOHN S.p.A.
By: /s/ Robert J. Little
------------------------------------------
Title: Managing Director
PHARMACIA & UPJOHN AB
By: /s/ Goran A. Ando
------------------------------------------
Title: Executive Vice President
PHARMACIA & UPJOHN INTERNATIONAL N.V.
By: /s/ Wim Kuiper
------------------------------------------
Title: Director
PHARMACIA & UPJOHN, INC.
By: /s/ Don W. Schmitz
------------------------------------------
Title: Secretary
<PAGE>
CUSIP Number: 69329P103 Page 15 of 20
SCHEDULE I
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn
S.p.A.:
Board of Directors
- ------------------
Maurizio Premoli
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan Italy
Citizenship: Italy
Francesco Radaelli
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan Italy
Citizenship: Italy
Emanuele Barie
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan Italy
Citizenship: Italy
Executive Officers
- ------------------
Toni Weitzberg
President
Pharmacia & Upjohn AB
Lindhagensatan 133
S-112 87 Stockholm Sweden
Citizenship: Sweden
Robert J. Little
Managing Director
Pharmacia & Upjohn S.p.A.
via Robert Koch 1.2
20152 Milan Italy
Citizenship: United States
<PAGE>
CUSIP Number: 69329P103 Page 16 of 20
SCHEDULE II
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of The Pharmacia & Upjohn
Company:
Board of Directors
- ------------------
Fred Hassan
President and CEO
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Richard T. Collier
Senior Vice President and General Counsel
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Executive Officers
- ------------------
Fred Hassan
President and CEO
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Goran A. Ando, M.D.
Executive Vice President
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: Sweden
<PAGE>
CUSIP Number: 69329P103 Page 17 of 20
Richard T. Collier
Senior Vice President and Assistant Secretary
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Timothy G. Rothwell
Executive Vice President
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Christopher J. Coughlin
Executive Vice President
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Robert G. Thompson
Senior Vice President and Controller
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
<PAGE>
CUSIP Number: 69329P103 Page 18 of 20
SCHEDULE III
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Pharmacia & Upjohn, Inc.:
Board of Directors:
- -------------------
Gustaf Douglas
Chairman, Investment AB Latour
Biblioteksgatan 12
S-103 88 Stockholm, Sweden
Citizenship: Sweden
Fred Hassan
President and CEO, Pharmacia & Upjohn, Inc.
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Olof Lund
Chairman, Enator AB
Lojtnantsgatan 21
S-115 93 Stockholm Sweden
Citizenship: Sweden
C. Steven McMillan
President and COO, Sara Lee Corporation
Suite 4600
Three First National Plaza
70 W. Madison
Chicago, IL 60602
Citizenship: United States
Richard H. Brown
CEO, Cable & Wireless plc
124 Theobalds Road
London, England WC1X8RX
Citizenship: United States
<PAGE>
CUSIP Number: 69329P103 Page 19 of 20
M. Kathryn Eickhoff
President, Eickhoff Economics
Suite 400
510 LaGuardia Place
New York, NY 10012
Citizenship: United States
R.L. Berthold Lindqvist
President & CEO, Gambro AB
Magistratsvagen 16
S-220 10 Lund Sweden
Citizenship: Sweden
Bengt I. Samuelsson
Professor, Karolinska Institutet
Scheele Laboratory
Department of Medicine Biochemistry & Biophysics
Doktorsringen 9, A3
S-171 77 Stockholm, Sweden
Citizenship: Sweden
Frank C. Carlucci
Chairman, The Carlyle Group
Suite 220S
1001 Pennsylvania Avenue, N.W.
Washington, DC 20004-2505
Citizenship: United States
J. Soren Gyll - Chairman
Chairman of the Board of Directors, Pharmacia & Upjohn, Inc.
AB Volvo
Kungstradgarden
S-103 95 Stockholm Sweden
Citizenship: Sweden
William U. Parfet
Co-Chairman, MPI Research
54943 N. Main Street
Mattawan, MI 49071
Citizenship: United States
Ulla B. Reinius
President, Finansfakta R. AB
Sibyllegatam 5
S-I14 51 Stockholm Sweden
Citizenship: Sweden
<PAGE>
CUSIP Number: 69329P103 Page 20 of 20
Executive Officers:
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Fred Hassan
President and CEO
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Goran A. Ando, M.D.
Executive Vice President and President, Research and Development
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: Sweden
Richard T. Collier
Senior Vice President and General Counsel
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Timothy G. Rothwell
Executive Vice President and President, Pharmaceutical Operations
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
Robert G. Thompson
Senior Vice President and Chief Accounting Officer
95 Corporate Drive
Bridgewater, NJ 08807
Citizenship: United States
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
- ----------- -------------------
10.1 Stock Purchase Agreement, dated as of July 7, 1995, by and
between PDT and Pharmacia S.p.A. (incorporated by reference
from Exhibit B to the report on Schedule 13D, dated July 7,
1995, filed by P&U AB with respect to Shares of Miravant)
10.2 PDT, Inc. $10,000,000 Common Stock and Warrants Offering
Investment Agreement, dated as of August 31, 1994, by and
between PDT and Pharmacia, Inc.(incorporated by reference
from Exhibit B to the report on Schedule 13D, dated July 7,
1995, filed by P&U S.p.A. with respect to Shares of
Miravant)
10.3 PDT Warrant, dated as of August 31, 1994, in which
Pharmacia, Inc. was granted a warrant to purchase up to
41,667 Shares (pre-split) of PDT for the price of $12.00 per
share (pre-split).(incorporated by reference from Exhibit C
to the report on Schedule 13D, dated July 7, 1995, filed by
P&U S.p.A. with respect to Shares of Miravant)
99.1 P&U Proposed Term Sheet
99.2 Miravant Proposed Term Sheet
99.3 Joint Filing Agreement
EXHIBIT D
Project Phosphate
Term Sheet
TERM LOAN
- --------------------------------------------------------------------------------
ISSUER: Phos ("Phos" or the "Company").
LENDER: Phate ("Phate" or the "Lender").
ISSUE: $15 million delayed draw term loan (the "Term Loan").
USE OF PROCEEDS: General corporate purposes.
MATURITY: 5 years from the date of initial drawdown.
DRAWDOWN: The Term Loan can be drawn upon during the first week
of each period noted as follows:
Period Maximum Draw Amount
----------------- ---------------------------
1Q '99 $3.75 million
2Q '99 $3.75 million
3Q '99 $3.75 million
4Q '99 $3.75 million
INTEREST RATE: The portion of the Term Loan that has been drawn down
will bear interest at the prevailing Prime Rate.
REPAYMENT: The Term Loan shall be repayable by the Borrower at
maturity in cash or in common stock, at the sole option
of Phos. If Phos chooses to repay the Term Loan in
common stock, the price will be based upon the average
closing bid price of Phos's common stock for the 10
trading days preceding the date of the conversion.
Strategic Plan: Prior to entering into the term loan agreement, the
Company shall present to Lender a detailed three year
plan (the "Strategic Plan") that contains items to be
agreed upon by Phos and Phate, to include, but not
limited to, a financial budget, staffing requirements,
research and development plans and timelines. Actions
and decisions by the Company shall remain in accordance
with the Strategic Plan.
1
<PAGE>
OPTIONAL PREPAYMENTS: The Company may prepay the Term Loan at any time in
cash, in whole or in part, without premium, with
minimum payments of $3 million.
MANDATORY PREPAYMENTS: The following amounts shall be paid to Phate to reduce
the balance and the commitment of the Term Loan:
i. 50% of the net proceeds of debt or equity
offerings, private or public;
ii. 100% of the net proceeds of asset sales; or
iii. 75% of cash flows in excess of $5 million per
year.
COLLATERAL: The Term Loan will be secured through a security
interest in substantially all of Phos's tangible and
intangible property, including intellectual property
rights.
Comprehensive representations and warranties, including
(without limitation):
REPRESENTATIONS
AND WARRANTIES:
i. Corporate existence and power;
ii. Corporate authority to execute the Term Loan,
validity, no conflict with charter documents, laws
or agreements and no governmental approvals;
iii. Financial information;
iv. No material adverse change in the financial
condition, or business of the Borrower and its
subsidiaries taken as a whole, from the date of
the most recent audited financial statements prior
to the execution of the credit agreement;
v. No material undisclosed litigation;
vi. Filing and payment of all material taxes (subject
to customary appeal and protest rights);
vii. Compliance with ERISA and environmental laws and
margin regulations;
viii.Compliance with FDA and related regulations.
-2-
<PAGE>
CONDITIONS PRECEDENT: Conditions precedent to the execution of the definitive
Term Loan agreement (the "Definitive Agreement") will
be those that are customary for facilities of this
type, including (without limitation):
i. All documents and agreements signed and delivered;
ii. Satisfactory completion of due diligence with
respect to the corporate, tax and legal structure
of the Borrower and its subsidiaries;
iii. Reduction to a valid and binding written agreement
of the current agreements with the hedge funds;
iv. Compliance with all covenants.
Conditions precedent to each drawdown will be those
that are customary for facilities of this type,
including (without limitation):
i. True and correct representations and warranties;
ii. No default;
iii. Satisfactory review of any legal issues;
iv. Usual evidence of corporate power and authority
and good standing, including board resolutions and
legal opinions;
v. No material default under the Strategic Plan.
-3-
<PAGE>
AFFIRMATIVE COVENANTS: High yield covenants, including, but not limited to:
delivery of financial statements, reports, accountants'
letters, officers' certificates and other information
requested by Lender; payment of other obligations;
continuation of business and maintenance of existence
and material rights and privileges; compliance with
laws and material contractual obligations; maintenance
of property and insurance; maintenance of books and
records; right of the Lender to inspect property and
books and records; notices of defaults, litigation and
other material events; and agreement to grant security
interests in after-acquired property.
NEGATIVE COVENANTS: High yield covenants, including, but not limited to
limitations on: indebtedness; liens; guarantees;
mergers, acquisitions, consolidations, liquidation and
dissolutions; dividends and other payments in respect
of capital stock; investments, loans and advances
modifications of debt instruments; capital
expenditures, transactions with affiliates;
dispositions of assets and leasebacks; changes in
fiscal year; negative pledge clauses; and changes in
line of business.
EVENTS OF DEFAULT: Material breach of the Strategic Plan; material
inaccuracy of representations and warranties; violation
of covenants; cross-default; cross-acceleration;
bankruptcy; and a change of control.
ASSIGNMENTS: The Lender will be permitted to assign and participate
the Term Loan without restriction.
EXPENSES: Lender's expenses shall be paid by the Issuer.
DOCUMENTATION: To be acceptable to Phate.
-4-
<PAGE>
WARRANTS
- --------------------------------------------------------------------------------
TERM: 5 years from the time the Warrant is issued.
EXERCISE PRICE: At a 40% premium to the average closing bid price of
Phos's common stock for the 10 trading days preceding
the date of the issue of the Warrant.
COVERAGE: The Company shall issue to Phate upon each drawdown of
the Term Loan a warrant to purchase 60,000 common
shares of Phos (the "Warrant").
EQUITY
- --------------------------------------------------------------------------------
CONVERSION OF Concurrent with the signing of the Definitive
COMMITTED ONCOLOGY Agreement, the $[Confidential Treatment Requested] of
R&D FUNDING AND Phate's committed research and development funding for
AMD MILESTONE Phos's oncology program and the $[Confidential
PAYMENTS: Treatment Requested] in potential milestones for the
AMD program to be paid by Phate in accordance with the
current licensing agreement shall be converted into an
equity investment in Phos. The conversions into equity
will be based on the average of the closing bid prices
for Phos's common stock for the ten days preceding when
the amounts become payable. Proceeds are to be used for
general corporate purposes.
AMENDMENTS TO CURRENT AGREEMENTS
- --------------------------------------------------------------------------------
[Confidential Treatment Requested]
OPHTHALMIC MARKETING
RIGHTS: The Agreement will be modified to grant Phate worldwide
marketing rights to the Product for all current and
future indications in the ophthalmic field.
CLINICAL/REGULATORY: Phate will assume control of all clinical and
regulatory aspects of the joint ophthalmic programs.
MANUFACTURING RIGHTS: The Agreement will be amended to extend the license to
Phate to include manufacturing rights to the Product;
current supply agreements between parties will be
amended to allow Phate to assume control of bulk
manufacturing and finishing of the Product.
CONTROL OF DEVICE
SUPPLY CONTRACT: Phate will enter into a contract with Iridex for supply
of the PhotoPoint light delivery device in place of the
current PhotoPoint supply agreement.
-5-
EXHIBIT E
TERM SHEET
Issue: $24 million delayed drawdown.
Drawdown: $6 million per quarter beginning Q1 1999.
Strategic Plan: Designate the use of the funds per a
proposed financial budget. Remove all requirements
regarding Strategic Plan compliance throughout the term
of the loan.
Optional Prepayments: Additionally, if repaid in whole, then repayment can be
in Phos' Common Stock at Phos' discretion based on the
average of the closing bid prices for the 10 trading
days preceding the prepayment date.
Mandatory
Prepayment: Modified as follows:
i. 50% of equity of debt offerings, public or
private, made after Year 2000;
ii. 100% of sale of Company; or
iii. 50% of net cash flows in excess of $10 million per
year.
Collateral: Secured by tangible property rights.
Conditions Precedent: No adjustment to hedge fund agreement prior to the
hedge fund resolution.
Negative Covenants: Too restrictive.
Events of Default: Should be limited to bankruptcy or inability to operate
as a going concern.
EQUITY
Conversion of
Committed Oncology
R&D Funding and
Payments: Conversion to equity at a 30% premium of the average of
the closing bid prices for the 10 trading days
preceding the signing of the Definitive Agreement.
CONFIDENTIAL -1-
<PAGE>
AMENDMENTS TO CURRENT AGREEMENTS
Royalties: No adjustment to royalties.
Ophthalmic Marketing: Only includes SnET2 and Phos conducts Phase I and Phase
II clinical studies in U.S. and Phos receives end of
Phase II milestones.
Clinical/Regulatory: Phate to control all clinical and regulatory aspects of
Phase III clinical studies and files NDA in Phate's
name. Phos keeps control of current ophthalmology IND.
Manufacturing Rights: Phos to provide bulk product at 150 gram levels. Phate
to take responsibility of finished product immediately
and responsibility for bulk product beyond 150 gram
levels.
Control of Device
Supply Contract: Phos and Phate to enter into a three-way marketing and
commercial supply agreement.
Warrants: Phos to determine the right number of warrants.
Other Items: Possible stand-off provision until 2002 unless mutually
agreed to by Phos and Phate management.
Full transition of AMD Phase III clinical and
regulatory responsibilities at conclusion of complete
enrollment of clinical trial. Phos maintains
representation on key project teams until NDA approval.
CONFIDENTIAL -2-
EXHIBIT F
JOINT FILING AGREEMENT
Each of the Reporting Persons hereby agrees to make this joint
filing pursuant to Rule 13d-1(f) of the Exchange Act of 1934.
Dated: December 1, 1998
THE PHARMACIA & UPJOHN COMPANY
By: /s/ Don W. Schmitz
------------------------------------------
Title: Secretary
PHARMACIA & UPJOHN S.p.A.
By: /s/ Robert J. Little
------------------------------------------
Title: Managing Director
PHARMACIA & UPJOHN AB
By: /s/ Goran A. Ando
------------------------------------------
Title: Executive Vice President
PHARMACIA & UPJOHN INTERNATIONAL N.V.
By: /s/ Wim Kuiper
------------------------------------------
Title: Director
PHARMACIA & UPJOHN, INC.
By: /s/ Don W. Schmitz
------------------------------------------
Title: Secretary
