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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
under the Securities Exchange Act of 1934 *
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SYNAPTIC PHARMACEUTICAL
CORPORATION
(Name of Issuer)
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Common Stock, par value $0.01 per share
(Title of Class of Securities)
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87156R109
(CUSIP Number)
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H. Lundbeck A/S
9 Ottiliavej
DK-2500 Valby, Copenhagen
Denmark
+45 36 30 13 11
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copies to:
Faiza J. Saeed, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
November 21, 2002
(Date of Event which Requires Filing of this Statement)
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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. Seess. 240.13d-7(b) for other
parties to whom copies are to be sent.
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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 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).
(Continued on following pages)
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CUSIP No. 87156R109
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
H. Lundbeck A/S
Not Applicable
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Not Applicable
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DENMARK
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 6,429,923 shares of Common Stock
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,429,923 shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This Schedule 13D relates to common stock, par value $0.01 per share
(the "Common Stock"), Series B Convertible Preferred Stock, par value $0.01
per share (the "Series B Preferred Stock"), and Series C Convertible Preferred
Stock, par value $0.01 per share (the "Series C Preferred Stock" and, together
with the Series B Preferred Stock, the "Preferred Stock"), of Synaptic
Pharmaceutical Corporation, a Delaware corporation ("Synaptic"). The Common
Stock is quoted on the Nasdaq Stock Market under the trading symbol SNAP. The
principal executive offices of Synaptic are located at 215 College Road,
Paramus, New Jersey 07652.
Item 2. Identity and Background.
This Schedule 13D is being filed by H. Lundbeck A/S ("Lundbeck"), a
Danish corporation. The address and principal place of business of Lundbeck is
9 Ottiliavej, DK-2500 Valby, Copenhagen, Denmark. Lundbeck is a Denmark-based
international pharmaceutical company.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Lundbeck
are set forth in Exhibit A hereto and are incorporated herein by reference.
During the last five years, neither Lundbeck, nor to the knowledge
of Lundbeck, any of the individuals listed in Exhibit A hereto (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4, Item 5 and Item 6.
Item 4. Purpose of Transaction.
MERGER AGREEMENT
On November 21, 2002, Lundbeck entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Viking Sub Corporation ("Merger Sub") and
Synaptic. Pursuant to the Merger Agreement, Merger Sub will merge with and
into Synaptic (the "Merger") and Synaptic will survive the Merger as a
wholly-owned subsidiary of Lundbeck (the "Surviving Corporation"). Pursuant to
the terms of the Merger Agreement, each share of Common Stock will be
converted into the right to receive $6.50 in cash, without interest, each
share of Series B Preferred Stock will be converted into the right to receive
$1,499.15 in cash, without interest, and each share of Series C Preferred
Stock will be converted into the right to receive $1,088.54 in cash, without
interest. The Merger is contingent on approval by Synaptic's stockholders,
regulatory approvals and other customary closing conditions. Lundbeck expects
to fund the merger consideration through a combination of available cash and
existing credit facilities.
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As a condition to Lundbeck's willingness to enter into the Merger
Agreement, one of Synaptic's stockholders entered into a voting agreement
described below.
VOTING AGREEMENT
In connection with entering into the Merger Agreement, Lundbeck
entered into a Stockholder Agreement with Warburg Pincus Private Equity VIII,
L.P. ("Warburg Pincus") dated as of November 21, 2002 (the "Stockholder
Agreement"). Pursuant to the terms of the Stockholder Agreement, Warburg
Pincus (i) agreed to revoke any previous proxies for voting its shares of
Synaptic; (ii) agreed to vote all of its 9,398 shares of Series B Preferred
Stock and 25,452 shares of Series C Preferred Stock in favor of the adoption
of the Merger Agreement and against any (A) any takeover proposal, (B)
amendment of Synaptic's certificate of incorporation, bylaws or shareholder
rights plan or (C) action or transaction that could reasonably be expected to
prevent or materially impede or delay the consummation of the Merger; and
(iii) granted Lundbeck an irrevocable proxy to vote its shares of Synaptic in
accordance with the terms of the Stockholder Agreement. The Stockholder
Agreement terminates upon the earlier of (a) the effective time of the Merger
and (b) the termination of the Merger Agreement in accordance with its terms.
Warburg Pincus has further agreed, in its capacity as a Synaptic
stockholder, that, prior to the effective time, it will not directly or
indirectly (including through representatives of Warburg Pincus) (i) solicit,
initiate or encourage or knowingly take any other action to facilitate any
takeover proposal or other proposal that could materially impede or delay the
Merger; (ii) enter into any agreement with respect to any takeover proposal or
other proposal that could materially impede or delay the Merger; or (iii)
enter into, continue or otherwise participate in any discussions or
negotiations regarding, or furnish to any person (other than Lundbeck and any
of its affiliates and representatives) any information with respect to, or
take any other action to facilitate any inquiry or the making of any proposal
that constitutes, or that could reasonably be expected to lead to, any
takeover proposal or other proposal that could materially impede or delay the
Merger.
PLANS OR PROPOSALS
The certificate of incorporation of Surviving Corporation will be
amended as set forth in Exhibit A to the Merger Agreement. The bylaws of
Merger Sub, as in effect immediately prior to the effective time, will be the
bylaws of the Surviving Corporation. The officers and directors of Merger Sub
immediately prior to the effective time will be the officers and directors of
the Surviving Corporation upon the consummation of the Merger.
Shares of Synaptic common stock will be delisted from the Nasdaq in
connection with the Merger.
Other than as described in this Schedule 13D, neither Lundbeck nor
the individuals identified in Exhibit A attached hereto presently has any
plans or proposals that relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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All references to and descriptions of the Merger Agreement and the
Stockholder Agreement are qualified in their entirety by references to copies
of the Merger Agreement and the Stockholder Agreement, which are incorporated
into this Schedule 13D by reference.
Item 5. Interest in Securities of the Issuer.
(a) Lundbeck is deemed to beneficially own (as defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) 9,398
shares, or approximately 85.0%, of outstanding Series B Preferred Stock, and
25,452 shares, or approximately 85.0%, of outstanding Series C Preferred
Stock. Because the Preferred Stock deemed beneficially owned by Lundbeck is
convertible into 6,429,923, shares of Common Stock, Lundbeck is also deemed to
beneficially own 6,429,923 shares, or approximately 36.9%, of outstanding
Common Stock (based on 10,977,790 shares of Common Stock outstanding as of
November 1, 2002 pursuant to information from Synaptic's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2002, file no. 0-27324).
(b) Lundbeck, together with Warburg Pincus, has (i) the shared power
to vote or to direct the vote and (ii) the shared power to dispose or direct
the disposition of the Common Stock and the Preferred Stock reported as
beneficially owned by Lundbeck in Item 5(a) hereof.
(c) Except as described in this Schedule 13D, Lundbeck has effected
no other transactions in the Common Stock or the Preferred Stock during the
past sixty days.
(d) No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock and the Preferred Stock deemed beneficially owned by Lundbeck.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as set forth in this Schedule 13D, to the best knowledge of
Lundbeck, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 or listed
in Exhibit A hereto and between such persons and any person with respect to
any securities of Synaptic.
Item 7. Material to Be Filed as Exhibits.
Exhibit Description
A Certain information regarding the directors and executive
officers of Lundbeck.
B Stockholder Agreement between H. Lundbeck A/S and Warburg Pincus
Private Equity VIII, L.P. dated as of November 21, 2002 (incorporated
by reference from the Schedule 13D/A filed by Warburg Pincus Private
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Equity VIII, L.P., Warburg Pincus LLC and Warburg Pincus & Co. on
November 22, 2002, file no. 005-45417).
C Agreement and Plan of Merger among H. Lundbeck A/S, Viking
Sub Corporation and Synaptic Pharmaceutical Corporation
dated as of November 21, 2002 (incorporated by reference
from Synaptic's Current Report on Form 8-K dated November
21, 2002, file no. 000-27324).
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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.
Date: November 27, 2002
by /s/ Erik Sprunk-Jansen
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Name: Erik Sprunk-Jansen
Title: President and Chief Executive
Officer of Lundbeck
EXHIBIT A
Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Lundbeck.
The name of each person who is a director of Lundbeck is marked with an
asterisk. The business address of each person listed below is 9 Ottiliavej,
DK-2500 Valby, Copenhagen, Denmark. As of the date of this filing, none of the
directors or executive officers listed below individually held any options or
shares of Synaptic securities.
Name and Business Address Principal Occupation or Employment Citizenship
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ERIK SPRUNK-JANSEN President and Chief Executive Officer of Denmark
Lundbeck
CLAUS BRAESTRUP Executive Vice President, Research and Denmark
Development of Lundbeck
LARS BANG Senior Vice President, Commercial Denmark
Operations, Europe and Overseas of
Lundbeck
HARALD CONRADI-LARSEN Senior Vice President, Human Resource Norway
Management of Lundbeck
STIG LOKKE PEDERSEN Senior Vice President, Corporate Affairs and Denmark
Commercial Operations, America and Asia of
Lundbeck
HANS HENRIK MUNCH- Senior Vice President, Corporate Finance and Denmark
JENSEN Communication of Lundbeck
OLE MOESTRUP Senior Vice President, Strategic Marketing of Denmark
Lundbeck
MORTEN KOLD MIKKELSEN Senior Vice President, Supply Operations and Denmark
Engineering of Lundbeck
ARNE V. JENSEN* Chairman Denmark
OLE STEEN ANDERSEN Executive Vice President, Chief Financial Denmark
Officer of Danfoss
LARS BRUHN* President and Chief Executive Officer of Denmark
Bruhn Group
PETER KURSTEIN* Executive Vice President of Radiometer Denmark
Medical
SVEN DYRLOV MADSEN* Director Denmark
OLE VAHLGREN Vice President, U.S. Operations of Lundbeck, Denmark
Inc.
FLEMMING LINDELOV* Chief Executive Officer of Royal Scandinavia Denmark
JAN GOTTLIEBSEN* Teamleader Liquid & Sterile Production of Denmark
Lundbeck
BIRGIT BUNDGAARD Head of Department, Quality Sterile Denmark
ROSENMEIER* Production of Lundbeck
TORBEN SKARSFELDT* Head of Department, Corporate Licensing of Denmark
Lundbeck