from the April filing.....
SELLING STOCKHOLDERS
We issued 1,215,000 of the shares of common stock covered by this
prospectus in a private placement on February 11, 2000. The remaining
2,747,250 shares of common stock, including the 208,153 shares of common
stock underlying the warrants set forth below, were issued in private
placements at various dates prior to our initial public offering in May 1996.
Except as set forth below, none of the selling stockholders has held a
position or office with, or has otherwise had a material relationship with
us, within the past three years. The following table sets forth, to our
knowledge, certain information about the selling stockholders as of February
29, 2000. Beneficial ownership is calculated based on SEC requirements and is
not necessarily indicative of beneficial ownership for any other purpose.
Unless otherwise indicated below, each stockholder named in the table has
sole voting and investment power with respect to all shares beneficially
owned, subject to applicable community property laws. The percentage
calculated for each selling stockholder is based upon the sum of the "Common
Stock" and "Common Stock Issuable Upon Exercise of Warrants" columns.
We do not know when or in what amounts the selling stockholders may
offer shares for sale. The selling stockholders may not sell all or any of the
shares offered by this prospectus. Because the selling stockholder may offer all
or some of the shares pursuant to this offering, and because there are currently
no agreements, arrangements or understandings with respect to the sale of any of
the shares that will be held by the selling stockholders after completion of the
offering, we cannot estimate the number of the shares that will be held by the
selling stockholders after completion of the offering. However, for purposes of
this table, we have assumed that, after completion of the offering, none of the
shares covered by this prospectus will be held by the selling stockholders.
Number of Shares of Common Stock Number of Shares of Common Stock
Beneficially Owned Prior to Offering Beneficially Owned After Offering
------------------------------------ ----------------------------------
Number Percent Number Percent
------------------------- --------- ------------------------- -------
Number of
Common Stock Shares of Common Stock
Name of Issuable Common Issuable
Selling Common Upon Exercise Stock to be Common Upon Exercise
Stockholders Stock of Warrants Sold Stock of Warrants
--------------- ---------- ------------- ------------ -------- -------------
B&C Investments 18,750 0 * 18,750 0 0 0
Samuel E. Bain 12,500 0 * 12,500 0 0 0
Clearwater Offshore
Fund Ltd 62,500 0 * 62,500 0 0 0
Abraham A. Galbut
as Trustee 75,000 0 * 75,000 0 0 0
Carl Goldfischer 10,000 0 * 10,000 0 0 0
Leonard J. Gross 13,000 0 * 13,000 0 0 0
HealthCare Ventures
II, L.P.(1) 1,492,009 78,877 13.5% 1,570,886 0 0 0
HealthCare Ventures
III, L.P.(1) 774,834 99,705 7.5% 874,539 0 0 0
HealthCare Ventures
IV, L.P.(1) 228,504 29,571 2.2% 258,075 0 0 0
Michael K. Hsu 10,000 0 * 10,000 0 0 0
Pamela Keld 30,000 0 * 30,000 0 0 0
Newcourt Ltd. 187,500 0 1.6% 187,500 0 0 0
Heesuck Michael Noh 45,970 0 * 37,500 8,470 0 *
Steven M. Oliveira 31,250 0 * 31,250 0 0 0
PHARMA/wHEALTH 190,000 0 1.6% 190,000 0 0 0
Ramco Enterprises 25,000 0 * 25,000 0 0 0
S.A.C Capital
Associates, LLC 375,000 0 3.2% 375,000 0 0 0
Sands Point Partners 75,000 0 * 75,000 0 0 0
Nathan Shalom 22,000 0 * 12,000 10,000 0 *
- 15 -
Number of Shares of Common Stock Number of Shares of Common Stock
Beneficially Owned Prior to Offering Beneficially Owned After Offering
------------------------------------ ----------------------------------
Number Percent Number Percent
------------------------- --------- ------------------------- -------
Number of
Common Stock Shares of Common Stock
Name of Issuable Common Issuable
Selling Common Upon Exercise Stock to be Common Upon Exercise
Stockholders Stock of Warrants Sold Stock of Warrants
--------------- ---------- ------------- ------------ -------- -------------
Joshua B. Stern 12,500 0 * 12,500 0 0 0
Trefoil/Garnet Capital
Partners, L.P. 488,741 0 4.2% 50,000 438,741 0 3.8%
Albert S. Waxman
Family Charitable
Remainder Unitrust 31,250 0 * 31,250 0 0 0 |
