Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a purchase agreement, on August 27, 2002 Cantonal acquired
from BZ Group Holding Limited 51% of the voting stock of Pharma Vision and 56%
of the voting stock of Spezialitaten Vision AG, a Swiss corporation
("Spezialitaten Vision"), thereby acquiring indirect beneficial ownership of the
Company's Common Stock held directly by Pharma Vision.
All of the funds used by Pharma Vision to acquire the Common Stock it
owns directly came from funds available to it for investments. Pharma Vision
acquired the Common Stock it owns directly as follows:
1) On October 11, 1996, Pharma Vision purchased 3,280,000 shares
of Series F Convertible Preferred Stock of the Company at a price
of $10.00 per share. The Series F Convertible Preferred Stock were
automatically converted into 3,280,000 shares of Common Stock in
connection with the Company's initial public offering (the "IPO").
2) On December 15, 1997, Pharma Vision purchased 5,000,000 shares
of Series G Convertible Preferred Stock of the Company at a price
of $10.25 per share. The Series G Convertible Preferred Stock was
automatically converted into 5,000,000 shares of Common Stock in
connection with the IPO.
3) On December 9, 1999, Pharma Vision purchased 1,878,238 shares
of Common Stock at a price of $14 per share in a direct offering
from the Company concurrently with the IPO.
4) On June 28, 2002, Pharma Vision purchased 1,200,000 shares of
Common Stock at a price of $9.00 per share from Spezialitaten
Vision.
Item 4. Purpose of Transaction.
Each of Cantonal and Pharma Vision acquired and continues to hold the
Common Stock reported herein for investment purposes. Neither Cantonal nor
Pharma Vision has any plans or proposals that relate to, or that would result
in, any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Pharma Vision directly beneficially owns 11,358,238 shares of
Common Stock, or 22.4% of the shares of Common Stock outstanding. Cantonal may
be deemed to indirectly beneficially own the 11,358,238 shares of Common Stock
held directly by Pharma Vision.
David V. Goeddel, a director of Pharma Vision, and a director and the
chief executive officer of the Company, directly beneficially owns 2,068,334
shares of Common Stock. Dr. Goeddel may also be deemed to indirectly
beneficially own 676.26 shares of Common Stock through a 401(k) plan trust and
160,000 shares of Common Stock through an additional trust, of which shares of
Common Stock Dr. Goeddel has disclaimed beneficial ownership. Dr. Goeddel has
options to acquire an aggregate of 188,752 shares of Common Stock in the 60 days
following August 27, 2002. Cantonal and Pharma Vision disclaim beneficial
ownership of any securities of the Company beneficially owned by Dr. Goeddel.
Dr. Goeddel disclaims beneficial ownership of any securities of the Company
beneficially owned by Cantonal and Pharma Vision.
(b) Except as described herein, none of the Reporting Persons or, to
the best knowledge of the Reporting Persons, any of the persons listed in
Schedule A, beneficially owns any shares of Common Stock.
(c) The following is a list of transactions effected during the period
sixty days prior to August 27, 2002. All such transactions were effected in the
open market on the Nasdaq Stock Exchange, except that the purchase of Common
Stock by Pharma Vision from Spezialitaten Vision was made in a private
transaction:
Purchases/Sales by Cantonal:
Date of Price Per Share Number of Shares Total Amount
Purchase/Sale ($) Purchased/Sold Paid/Received for
the Shares ($)
7/31/02 $7.41 Sale of 121,457 $899,996.37
8/1/02 $7.60 Sale of 60,000 $456,000
8/2/02 $7.65 Sale of 2,000 $15,300
8/2/02 $7.48 Purchase of 5,000 $37,400
8/6/02 $7.23 Purchase of 21,000 $151,830
8/7/02 $7.72 Purchase of 101,005 $779,758.60
8/8/02 $7.93 Purchase of 56,400 $447,252
8/9/02 $8.07 Purchase of 52 $419.64
Purchase by Pharma Vision from Spezialitaten Vision:
Date of Purchase Price Per Share Number of Shares Total Amount Paid
($) Purchased for the Shares ($)
6/28/02 $9.00 1,200,000 $10,800,000 |
