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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. ___)*
SONUS PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
835692104
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(CUSIP Number)
October 17, 1995
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(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-(c)
/X/ Rule 13d-1(d)
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* 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 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).
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SCHEDULE 13G
CUSIP No. 835692104 Page 2 of 6
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1. Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Daiichi Pharmaceutical Co., Ltd.
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2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
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3. SEC Use Only
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4. Citizenship or Place of Organization
Japan
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Number of Shares 5. Sole Voting Power: 462,857
Beneficially Owned by
Each Reporting Person
With:
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6. Shared Voting Power: 0
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7. Sole Dispositive Power: 462,857
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8. Shared Dispositive Power: 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
462,857
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10. Check if the Aggregate Amount in Row (9) excludes certain
shares (See Instructions)
/ /
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11. Percent of Class Represented by Amount in Row (9)
5.4%
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12. Type of Reporting Person (See Instructions)
CO
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Page 3 of 6
Item 1(a). Name of Issuer:
SONUS Pharmaceuticals, Inc. ("SONUS")
Item 1(b). Address of Issuer's Principal Executive Offices:
22026 20th Avenue S.E., Suite 102
Bothell, Washington, 98021
Item 2(a). Name of Person Filing:
This Schedule 13G is filed by Daiichi Pharmaceutical, Co., Ltd., a Japanese
corporation ("Daiichi").
Item 2(b). Address of Principal Business Office:
Daiichi Pharmaceutical Co., Ltd.
14-10, Nihonbashi 3-chome
Chuo-ku, Tokyo 103-8234 Japan
Item 2(c). Citizenship:
Daiichi is a Japanese corporation.
Item 2(d). Title of Class of Securities:
This statement relates to shares of Common Stock, par value $.001 per share of
SONUS.
Item 2(e). CUSIP Number:
835692104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
/ / (a) Broker or dealer registered under Section 15 of the Exchange Act;
/ / (b) Bank as defined in Section 3(a)(6) of the Exchange Act;
/ / (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act;
/ / (d) Investment company registered under Section 8 of the Investment
Company Act;
/ / (e) Investment adviser in accordance with rule 13d-1(b)(1)(ii)(E);
/ / (f) An employee benefit plan or endowment fund in accordance with Rule
13d-1 (b)(1)(ii)(F);
/ / (g) A parent holding company or control person in accordance with
Rule 13d-1 (b)(1)(ii)(G);
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Page 4 of 6
/ / (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;
/ / (j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to rule 13d-1(c), check this box. / /
Item 4. Ownership.
(a) Amount beneficially owned:
Daiichi beneficially owns 462,857 shares of Common Stock as a result of
its acquisition of $3,000,000 principal amount of convertible
subordinated debentures of SONUS which automatically converted into
462,857 shares of Common Stock on October 17, 1995. Daiichi has made no
purchases or sales of any securities of SONUS since its initial
acquisition of the convertible subordinated debentures on November 5,
1993.
(b) Percent of class:
As reported in the quarterly report on Form 10-Q of SONUS for the
period ended June 30, 1998, Daiichi beneficially owns 5.4% of the total
outstanding shares of Common Stock, based upon 8,626,216 shares of
Common Stock outstanding as at July 15, 1998.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 462,857.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the disposition of: 462,857.
(iv) Shared power to dispose or to direct the disposition of: 0.
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.
/ /
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
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Page 5 of 6
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
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Page 6 of 6
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.
Dated: November 4, 1998
DAIICHI PHARMACEUTICAL CO., LTD.
By: /s/Kenji Okutani
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Name: Kenji Okutani
Title: General Manager, Finance and
Accounting Department
