UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)*
CLINICHEM DEVELOPMENT INC.
______________________________________________________________________________
(Name of Issuer)
CLASS A COMMON SHARES, WITHOUT PAR VALUE
______________________________________________________________________________
(Title of Class of Securities)
18690610
__________________
(CUSIP Number)
July 28, 2000
______________________________________________________________________________
(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)
/_/ Rule 13d-1(c)
/X/ 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).
Page 1 of 13 pages
Exhibit Index begins on Page 11.
<PAGE>
CUSIP No. 18690610 13G Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLAXO WELLCOME PLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) /_/
(b) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not applicable
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH:
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT
Page 2 of 13 pages
<PAGE>
CUSIP No. 18690610 13G Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WELLCOME LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) /_/
(b) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not applicable
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH:
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT
Page 3 of 13 pages
<PAGE>
CUSIP No. 18690610 13G Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLAXO WELLCOME HOLDINGS LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) /_/
(b) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not applicable
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH:
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT
Page 4 of 13 pages
<PAGE>
CUSIP No. 18690610 13G Page 5 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLAXO WELLCOME INTERNATIONAL BV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) /_/
(b) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
THE NETHERLANDS
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not applicable
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH:
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT
Page 5 of 13 pages
<PAGE>
CUSIP No. 18690610 13G Page 6 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLAXO WELLCOME INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) /_/
(b) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario Canada
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not applicable
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH:
8 SHARED DISPOSITIVE POWER
Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT
Page 6 of 13 pages
<PAGE>
Item 1.(a) Name of Issuer
CliniChem Development Inc.
Item 1.(b) Address of Issuer's Principal Executive Offices
275 Armand Frappier Boulevard
Laval Province, Quebec, Canada
Item 2.(a) Name of Person Filing
This statement on Schedule 13G (this "Schedule 13G") is being filed
jointly by the following persons: (i) Glaxo Wellcome plc, (ii) Wellcome
Limited, (iii) Glaxo Wellcome Holdings Limited, (iv) Glaxo Wellcome
International BV and (v) Glaxo Wellcome Inc. The foregoing persons shall
collectively be referred to herein as the "Glaxo Reporting Persons".
Item 2.(b) Address or Principal Business Office or, if none, Residence
The address of the principal business office of each of the Glaxo
Reporting Persons is attached hereto as Schedule A.
Item 2.(c) Citizenship
The corporate citizenship of each of the Glaxo Reporting Persons is as
follows: (i) Glaxo Wellcome plc (England), (ii) Wellcome Limited (England),
(iii) Glaxo Wellcome Holdings Limited (England), (iv) Glaxo Wellcome
International BV (The Netherlands) and (v) Glaxo Wellcome Inc. (Canada).
Item 2.(d) Title of Class of Securities
Class A Common Shares, without par value ("Class A Common Shares")
Item 2.(e) CUSIP No.
18690610
Item 3. If this statement is filed pursuant to Sections 240.13d-l(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
(b) /_/ Bank as defined in section 3(a)(6) of the Act
(c) /_/ Insurance company as defined in section 3(a)(19) of the Act
(d) /_/ Investment company registered under section 8 of the Investment
Company Act of 1940
(e) /_/ An investment adviser registered 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)(ii)(G)
(h) /_/ A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act
(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
(i) /_/ Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box. /_/
Page 7 of 13 pages
<PAGE>
Item 4. Ownership
(a) Amount Beneficially Owned:
See line item (9) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
(b) Percent of Class:
See line item (11) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
See line item (5) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
(ii) Shared power to vote or to direct the vote
See line item (6) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
(iii) Sole power to dispose or to direct the disposition of
See line item (7) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
(iv) Shared power to dispose or to direct the disposition of
See line item (8) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
On March 31, 1998, CliniChem Development Inc. ("Issuer") entered into a
Distribution Agreement with BioChem Pharma Inc., a Canadian corporation
("BioChem"), pursuant to which BioChem agreed to contribute Cdn$150.0 million
of cash to the Issuer as a capital contribution and exchange the shares of
capital stock of the Issuer then held by BioChem for all outstanding Class
A Common Shares and Class B Common Shares, without par value ("Class B
Common Shares"). BioChem then distributed all Class A Common Shares then held
by it to its shareholders. As a shareholder of BioChem, Glaxo Wellcome Inc.
received 396,274 Class A Common Shares.
Pursuant to the Share Purchase Agreement, dated July 27, 2000, between
Glaxo Wellcome Inc. and BioChem, Glaxo Wellcome Inc. sold 396,274 Class A
Common Shares of the Issuer to BioChem for an aggregate $3,816,119 in cash.
The transaction was completed on July 28, 2000. As of the date of this
filing, the Glaxo Reporting Persons do not beneficially own any Class A Common
Shares. This Schedule 13G is being filed to report the effect of the Share
Purchase Agreement and the fact that the Glaxo Reporting Persons now own no
Class A Common Shares and, accordingly, will hereafter have no further
obligation to report with respect to the Issuer.
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 /x/.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
To the best knowledge of the Glaxo Reporting Persons, no other person
has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities of the Issuer which are
the subject of this Schedule 13G.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
See Exhibit 1.
Page 8 of 13 pages
<PAGE>
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
GLAXO WELLCOME PLC
By: /s/ Simon M. Bicknell
------------------------------------
Name: Simon M. Bicknell
Title: Assistant Company Secretary
Dated: August 7, 2000
<PAGE>
SCHEDULE A TO SCHEDULE 13G
ITEM 2(b) DISCLOSURE REGARDING ADDRESS OF PRINCIPAL BUSINESS OFFICE
The principal business address of each of the Glaxo Reporting Persons
is set forth below:
Glaxo Wellcome plc, Wellcome Limited and Glaxo Wellcome Holdings Limited:
Glaxo Welcome House
Berkeley Avenue
Greenford, Middlesex UB6 ONN
England
Glaxo Wellcome International BV:
Huis ter Heideweg 62
3705 LZ, Zeist
The Netherlands
Glaxo Wellcome Inc.:
7333 Mississauga Road North
Mississauga, Ontario
Canada L5N 6L4
<PAGE>
INDEX OF EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
------- ----------- -------------
1. Item 7 Disclosure Regarding Subsidiaries 12
2. Joint Filing Agreement, dated August 7, 2000, 13
among Glaxo Wellcome plc, Wellcome Limited,
Glaxo Wellcome Holdings Limited, Glaxo Wellcome
International BV and Glaxo Wellcome Inc.
<PAGE>
EXHIBIT 1 TO SCHEDULE 13G
ITEM 7 DISCLOSURE REGARDING SUBSIDIARIES
As of the date of this filing, Glaxo Wellcome plc ("Parent") is the
ultimate parent holding company with respect to all of the other Glaxo
Reporting Persons. The Parent directly owns 100% of Wellcome Limited.
Wellcome Limited owns 83.3% of Glaxo Wellcome Holdings Limited, which in turn
owns 100% of Glaxo Wellcome International BV. Glaxo Wellcome International BV
owns 100% of Glaxo Wellcome Inc. The Parent, Wellcome Limited, Glaxo Wellcome
Holdings Limited and Glaxo Wellcome International BV do not hold directly any
Class A Common Shares of CliniChem.
The Glaxo Reporting Persons filing this Schedule 13G may be deemed to
beneficially own shares of Class A Common Stock in the following amounts:
Person Shares of Class A Common Class A Common Shares
Stock Directly Owned, Beneficially Owned
Including Pursuant to
Warrants
1. Glaxo Wellcome Inc. 0 0
2. Glaxo Wellcome 0 0
International BV
3. Glaxo Wellcome 0 0
Holdings Limited
4. Wellcome Limited 0 0
5. Glaxo Wellcome plc 0 0
<PAGE>
EXHIBIT 2 TO SCHEDULE 13G
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees and consents that the Schedule
13G filed herewith (this "Schedule 13G") by Glaxo Wellcome plc ("Glaxo
Wellcome") is filed on behalf of each of them pursuant to the authorization
of each of them to Glaxo Wellcome to make such filing and that such
Schedule 13G is filed jointly on behalf of each of them, pursuant to Sections
13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as amended, and
the rules promulgated thereunder. Each of these persons is not responsible for
the completeness or accuracy of the information concerning the other persons
making this filing unless such person knows or has reason to believe that such
information is inaccurate. This agreement may be signed in counterparts.
GLAXO WELLCOME PLC
By: /s/ Simon M. Bicknell
-----------------------------------
Name: Simon M. Bicknell
Title: Assistant Company Secretary
WELLCOME LIMITED
By: /s/ Simon M. Bicknell
-----------------------------------
Name: Simon M. Bicknell
Title: Assistant Secretary
GLAXO WELLCOME HOLDINGS LIMITED
By: /s/ Victoria Llewellyn
-----------------------------------
Name: Victoria Llewellyn
Title: Assistant Company Secretary
GLAXO WELLCOME INTERNATIONAL BV
By: /s/ S.K. Roosjen
-----------------------------------
Name: S.K. Roosjen
Title: Director
GLAXO WELLCOME INC.
By: /s/ Patrick M. McGrade
-----------------------------------
Name: Patrick M. McGrade
Title: Assistant Corporate Secretary
