Schedule 13D
Cusip No. 812578102
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Seattle Genetics, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
812578102
---------
(CUSIP Number)
Phillip Isom, Esq.
O'Melveny & Myers LLP
7 Times Square
New York, NY 10036
Telephone: (212) 408-2418
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 2004
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
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 Rule 13d-l(e), 13d-l(f) or 13d-l(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. See Rule 13d-7 for other
parties to whom copies are to be sent. 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 this cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange
Act") or otherwise subject to the liabilities of that section of the Exchange
Act but shall be subject to all other provisions of the Exchange Act (however,
see the Notes)
Page 1 of 28
Schedule 13D
Cusip No. 812578102
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners (BHCA), L.P.
13-3371826
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 1,083,465 (includes shares of Series A
WITH Convertible Preferred Stock and Warrant to Purchase
601,925 shares of common stock)
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,083,465 (includes shares of Series A
Convertible Preferred Stock and Warrant to Purchase
601,925 shares of common stock)
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,083,465 (includes shares of Series A Convertible Preferred Stock and
Warrant to Purchase 601,925 shares of common stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(1) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(1) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 2 of 28
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors, L.P.
13-4197054
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 182,558 (includes shares of Series A
WITH Convertible Preferred Stock and Warrant to
purchase 101,421 shares of Common Stock)
--------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
182,558 (includes shares of Series A
Convertible Preferred Stock and Warrant to
purchase 101,421 shares of Common Stock)
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,558 (includes shares of Series A Convertible Preferred
Stock and Warrant to purchase 101,421 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(2) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(2) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 3 of 28
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors A, L.P.
26-0032493
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 24,887 (includes shares of Series A
WITH Convertible Preferred Stock and warrant to purchase
13,826 shares of Common Stock)
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
24,887 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
13,826 shares of Common Stock)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,887 (includes shares of Series A Convertible Preferred Stock and
warrant to purchase 13,826 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(3) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(3) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 4 of 28
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors (Cayman), L.P.
13-4197057
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 92,660 (includes shares of Series A
WITH Convertible Preferred Stock and warrant to purchase
51,478 shares of Common Stock)
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
92,660 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
51,478 shares of Common Stock)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,660 (includes shares of Series A Convertible Preferred Stock and
warrant to purchase 51,478 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(4) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(4) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 5 of 28
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors (Cayman) II, L.P.
26-0005546
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 10,325 (includes shares of Series A
WITH Convertible Preferred Stock and warrant to purchase
5,736 shares of Common Stock)
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
10,325 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
5,736 shares of Common Stock)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,325 (includes shares of Series A Convertible Preferred Stock
and warrant to purchase 5,736 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(5) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(5) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder
Page 6 of 28
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors (Selldown), L.P.
56-2489868
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 68,605 (includes shares of Series A
WITH Convertible Preferred Stock and warrant to purchase
38,114 shares of Common Stock)
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
68,605 (includes shares of Series A
Convertible Preferred Stock and warrant to purchase
38,114 shares of Common Stock)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,605 (includes shares of Series A Convertible Preferred Stock
and warrant to purchase 38,114 shares of Common Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(6) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(6) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 7 of 28
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1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Julian C. Baker
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF SHARES SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 7
REPORTING PERSON -0-
WITH
-------------------------------------------
SHARED VOTING POWER
8
7,312,500
-------------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
-------------------------------------------
SHARED DISPOSITIVE POWER
10
7,312,500
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,312,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
--------------------------------------------------------------------------------
Page 8 of 28
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1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Felix J. Baker
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING -0-
PERSON WITH
-------------------------------------------
8 SHARED VOTING POWER
7,312,500
-------------------------------------------
SOLE DISPOSITIVE POWER
9
-0-
-------------------------------------------
SHARED DISPOSITIVE POWER
10
7,312,500
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,312,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
--------------------------------------------------------------------------------
Page 9 of 28
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delphi Ventures VI, L.P.
42-1561726
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED BY EACH 7 SOLE VOTING POWER
REPORTING PERSON WITH 0
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
2,227,725 (includes 1,980,200
shares of Common Stock issuable
upon conversion of the Series A
Convertible Preferred Stock and
247,525 shares of Common Stock
issuable upon exercise of the
Warrants)
-------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
2,227,725 (includes 1,980,200
shares of Common Stock issuable
upon conversion of the Series A
Convertible Preferred Stock and
247,525 shares of Common Stock
issuable upon exercise of the
Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,227,725 (includes 1,980,200 shares of Common Stock issuable upon
conversion of the Series A Convertible Preferred Stock and 247,525
shares of Common Stock issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES7 |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(7) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 10 of 28
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delphi BioInvestments VI, L.P.
04-3760672
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON WITH 0
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
22,275 (includes 19,800
shares of Common Stock
issuable upon conversion of
the Series A Convertible
Preferred Stock and 2,475
shares of Common Stock
issuable upon exercise of
the Warrants)
--------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------
10 SHARED DISPOSITIVE POWER
22,275 (includes 19,800
shares of Common Stock
issuable upon conversion of
the Series A Convertible
Preferred Stock and 2,475
shares of Common Stock
issuable upon exercise of
the Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,275 (includes 19,800 shares of Common Stock issuable upon conversion
of the Series A Convertible Preferred Stock and 2,475 shares of Common
Stock issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(8) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(8) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 11 of 28
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delphi Management Partners VI, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED BY EACH 7 SOLE VOTING POWER
REPORTING PERSON WITH 0
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
2,250,000 (includes
2,000,000 shares of Common
Stock issuable upon
conversion of the Series A
Convertible Preferred Stock
and 250,000 shares of Common
Stock issuable upon exercise
of the Warrants)
-------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------
10 SHARED DISPOSITIVE POWER
2,250,000 (includes
2,000,000 shares of Common
Stock issuable upon
conversion of the Series A
Convertible Preferred Stock
and 250,000 shares of Common
Stock issuable upon exercise
of the Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,000 (includes 2,000,000 shares of Common Stock issuable upon
conversion of the Series A Convertible Preferred Stock and 250,000
shares of Common Stock issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(9) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
----------
(9) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 12 of 28
Schedule 13D
Cusip No. 812578102
PRELIMINARY STATEMENT: This Schedule 13D is being amended to reflect and
transfer of Series A Convertible Preferred Stock and Warrants representing
68,605 shares of the Issuer's Common Stock by JPMP (BHCA) to JPMP Selldown (each
hereinafter defined) and a change in the executive officer's and directors of
the controlling persons of the JPMP Reporting Persons.
Item 1. Security and Issuer.
The class of equity securities to which this statement (this
"Statement") relates is the Common Stock, par value $0.001 per share
(the "Common Stock") of Seattle Genetics, Inc., a Delaware
corporation (the "Issuer" or "Company"). The Issuer's principal
executive offices are located at 21823 -- 30th Drive S.E., Bothell,
WA 98021.
Item 2. Identity and Background.
JPMP Reporting Persons
This Statement is being filed by: (i) J.P. Morgan Partners (BHCA),
L.P., a limited partnership organized under the laws of Delaware
("JPMP (BHCA)"), whose principal office is located at 1221 Avenue of
the Americas, New York, NY 10020, (ii) J.P. Morgan Partners Global
Investors, L.P., a limited partnership organized under the laws of
Delaware ("JPMP Global"), whose principal office is located at the
same address as JPMP (BHCA), (iii) J.P. Morgan Partners Global
Investors A, L.P., a limited partnership organized under the laws of
Delaware ("JPMP Global A"), whose principal office is located at the
same address as JPMP (BHCA), (iv) J.P. Morgan Partners Global
Investors (Cayman), L.P., a limited partnership organized under the
laws of the Cayman Islands ("JPMP Cayman"), whose principal office
is located at the same address as JPMP (BHCA), (v) J.P. Morgan
Partners Global Investors (Cayman) II, L.P. a limited partnership
organized under the laws of the Cayman Islands ("JPMP Cayman II"),
whose principal address is located at the same address as JPMP
(BHCA) and (vi) J.P. Morgan Partners Global Investors (Selldown),
L.P., a Delaware Limited Partnership ("JPMP Selldown" and
collectively with JPMP (BHCA), JPMP Global, JPMP Global A and JPMP
Cayman, the "JPMP Reporting Persons"), whose principal office is
located at the same address as JPMP (BHCA).
JPMP (BHCA) is engaged in the venture capital, private equity and
leveraged buyout business. The general partner of JPMP (BHCA) is
JPMP Master Fund Manager, L.P., a Delaware limited partnership
("JPMP Master Fund"), whose principal business office is located at
the same address as JPMP (BHCA), and is also engaged directly and
indirectly (through affiliates) in the venture capital, private
equity and leveraged buyout business.
JPMP Global, JPMP Global A, JPMP Cayman, JPMP Cayman II and JPMP
Selldown (collectively, the "Global Fund Entities") are also engaged
in the venture capital, private equity and leveraged buyout
business. The general partner of each of the Global Fund Entities is
J.P.
Page 13 of 28
Morgan Partners Global Investors, L.P., a Delaware limited
partnership ("JPMP Investors"), whose principal place of business is
located at the same address as JPMP (BHCA). JPMP Investors is
engaged indirectly in the venture capital, private equity and
leveraged buyout business as general partner of each of the Global
Fund Entities.
The general partner of each of JPMP Master Fund and JPMP Investors
is JPMP Capital Corp., a New York corporation ("JPMP Capital
Corp."), whose principal business office is located at the same
address as JPMP (BHCA), and is also engaged directly and indirectly
(through affiliates) in the venture capital, private equity and
leveraged buyout business. Set forth in Schedule A hereto and
incorporated herein by reference are the names, business addresses,
principal occupations and employments of each executive officer and
director of JPMP Capital Corp.
JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase &
Co., a Delaware Corporation ("JPMorgan Chase") which is engaged
(primarily through subsidiaries) in the commercial banking business
with its principal office located at 270 Park Avenue, New York, NY
10018. Set forth in Schedule B hereto and incorporated herein by
reference are the names, business addresses, principal occupations
and employments of each executive officer and director of JPMorgan
Chase.
Baker Reporting Persons
This Statement is also being filed by: (i) Julian C. Baker and (ii)
Felix J. Baker, each of whom is a United States citizen whose
principal office is located at 667 Madison Avenue, New York, NY
10021 (collectively, the "Baker Reporting Persons"). Set forth below
is certain information with respect to the Baker Reporting Persons:
Name Present Principal Occupation
Julian C. Baker Managing Member, Baker Bros. Advisors, LLC
(an entity engaged in investment activities)
Felix J. Baker Managing Member, Baker Bros. Advisors, LLC
(an entity engaged in investment activities)
Delphi Reporting Persons
This Statement is also being filed by: (i) Delphi Ventures VI, L.P.,
a limited partnership organized under the laws of Delaware ("Delphi
Ventures"), whose principal office is located at 3000 Sand Hill
Road, Building 1, Suite 135, Menlo Park, CA 94025, (ii) Delphi
BioInvestments VI, L.P., a limited partnership organized under the
laws of Delaware ("Delphi BioInvestments"), whose principal office
is located at the same address as Delphi Ventures, and (iii) Delphi
Management Partners VI, L.L.C., a Delaware limited liability company
("Delphi Management", and together with Delphi Ventures and Delphi
BioInvestments, the "Delphi Reporting Persons") whose principal
office is located at the same address as Delphi Ventures.
Page 14 of 28
The Delphi Reporting Persons are engaged in the venture capital
business. The general partner of each of Delphi Ventures and Delphi
BioInvestments is Delphi Management. Delphi Management is also
engaged indirectly (through affiliates) in the venture capital
business. Set forth in Schedule C hereto and incorporated herein by
reference are the names, business addresses, principal occupations
and employments of each managing member of Delphi Management.
The Delphi Reporting Persons, the JPMP Reporting Persons and the
Baker Reporting Persons are collectively referred to herein as the
"Reporting Persons".
During the last five years, none of the Reporting Persons have been
convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or have been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
resulting in their being 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
JPMP Reporting Persons:
The funds provided by JPMP (BHCA) and the Global Fund Entities for
the purchase of the securities reported in Item 5 below were
obtained from the contributed capital and available working capital
of JPMP (BHCA) and the Global Fund Entities, which includes funds
that are held available for such purpose.
Baker Reporting Persons:
The funds used by the limited partnerships controlled by Julian C.
Baker and Felix J. Baker to purchase the securities reported in Item
5 below were provided from the available working capital of such
limited partnerships.
Delphi Reporting Persons:
The funds provided by Delphi Ventures and Delphi BioInvestments for
the purchase of the securities reported in Item 5 below were
obtained from the contributed capital and available working capital
of Delphi Ventures and Delphi BioInvestments respectively, which
includes funds that are held available for such purpose.
Page 15 of 28
Item 4. Purpose of Transactions.
The securities referred to in Item 5 below were acquired pursuant to
the Securities Purchase Agreement referred to in Item 6 below solely
for investment purposes.
The transactions described in Item 6 below are incorporated in their
entirety herein by reference.
Subject to the rights of the Reporting Persons set forth in the
Securities Purchase Agreement and the Investors Rights Agreement
referred to in Item 6 below, except as set forth in this Item 4,
none of the JPMP Reporting Persons, the Baker Reporting Persons, or
the Delphi Reporting Persons have a present plan or proposal that
relates to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D. However, each of
the JPMP Reporting Persons, the Baker Reporting Persons and the
Delphi Reporting Persons reserves the right to propose or
participate in future transactions which may result in one or more
of such actions, including but not limited to, an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, sale of a material amount of assets of the Issuer or
its subsidiaries, or other transactions which might have the effect
of causing the Issuer's Common Stock to cease to be listed on the
NASDAQ National Market System or causing the Common Stock to become
eligible for termination of registration, under section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Act").
Item 5. Interest in Securities of the Issuer.
The percentages of outstanding shares of the Issuer reported in this
Item 5 are based on 41,952,000 shares of Common Stock outstanding as
of December 31, 2004.
JPMP Reporting Persons
JPMP (BHCA) beneficially owns 1,083,465 shares of the Issuer's
Common Stock, which represents 11.0% of the Issuer's Common Stock.
JPMP Global beneficially owns 82,558 shares of the Issuer's Common
Stock, which represents 1.9% of the Issuer's Common Stock. JPMP
Global A beneficially owns 24,887 shares of the Issuer's Common
Stock, which represents 0.3% of the Issuer's Common Stock. JPMP
Cayman beneficially owns 92,660 shares of the Issuer's Common Stock,
which represents .9% of the Issuer's Common Stock. JPMP Cayman II
beneficially owns 10,325 shares of the Issuer's Common Stock, which
represents 0.1% of the Issuer's Common Stock. JPMP Selldown
beneficially owns 68,605 shares of the Issuer's Common Stock, which
represents .07% the Issuer's Common Stock.
JPMP Master Fund, as the General Partner of JPMP (BHCA), may be
deemed to beneficially own the shares beneficially owned by JPMP
(BHCA).
Page 16 of 28
JPMP Investors, as the General Partner of each of the Global Fund
Entities, may be deemed to beneficially own the shares beneficially
owned by each of the Global Fund Entities.
JPMP Capital Corp., as the General Partner of each of JPMP Master
Fund and JPMP Investors, may be deemed to beneficially own the
shares beneficially owned by JPMP (BHCA) and each of the Global Fund
Entities.
JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase &
Co., a publicly traded company.
The foregoing shall not be an admission that JPMP Master Fund, JPMP
Investors or JPMP Capital Corp. are the beneficial owners of the
shares held by JPMP (BHCA) and/or the Global Fund Entities.
Baker Reporting Persons:
Set forth in the table below is the aggregate number of shares of
Common Stock beneficially owned as of the date hereof by each of the
limited partnerships controlled by the Baker Reporting Persons,
together with the percentage of outstanding shares of Common Stock
that such ownership represents based upon 40,196,299 shares of Common
Stock outstanding as of March 22, 2004, as reported by the Issuer in
its most recent Schedule 14A filed on April 16, 2004, in each case
taking into account the shares of Common Stock that can be acquired
upon conversion of Series A Convertible Preferred Stock and exercise
of the Warrants to purchase shares of Common Stock:
Percent of Class
Name Number of Shares Outstanding
-------------------------------- ---------------- ----------------
Baker/Tisch Investments, L.P. 446,063 0.9%
Baker Bros. Investments, L.P. 301,275 0.6%
Baker Bros. Investments II, L.P. 310,781 0.7%
Baker Biotech Fund I, L.P. 3,058,088 6.4%
Baker Biotech Fund II, L.P. 2,809,462 5.9%
Baker Biotech Fund II (Z), L.P. 386,831 0.8%
------------ -----
Total 7,312,500 15.4%
By virtue of their ownership of entities that have the power to
control the investment decisions of the limited partnerships listed
in the table above (collectively, the "Baker Entities"), Julian C.
Baker and Felix J. Baker may each be deemed to be beneficial owners
of securities owned by the Baker Entities and may be deemed to have
shared power to vote or direct the vote and to dispose or direct the
disposition of such securities, although such entities have the sole
right to receive and power to direct the receipt of dividends from,
and the proceeds from the sale of, securities owned by them.
Page 17 of 28
Additionally, Felix J. Baker is a director of the Issuer.
Delphi Reporting Persons
Delphi Ventures beneficially owns 2,227,725 shares of the Issuer's
Common Stock, which represents 5.3% of the Issuer's Common Stock.
Delphi BioInvestments beneficially owns 22,275 shares of the Issuer's
Common Stock, which represents 0.01% of the Issuer's Common Stock.
As the general partner of Delphi Ventures and Delphi BioInvestments,
Delphi Management may be deemed to beneficially own the shares
beneficially owned by each of Delphi Ventures and Delphi
BioInvestments.
The foregoing shall not be an admission that Delphi Management is the
beneficial owner of the shares held by Delphi Ventures and/or Delphi
BioInvestments.
The Reporting Persons are party to a voting agreement contained in
the Investors Rights Agreement referred to in Item 6 below. The JPMP
Reporting Persons, the Baker Reporting Persons, and the Delphi
Reporting Persons together may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act, with respect to 16,875,000
shares of Common Stock, representing 29.6% of the outstanding voting
power of the Issuer.
Each of the Reporting Persons, however, disclaims beneficial
ownership of any of the securities owned by any other Reporting
Person and disclaims that it is a member of a "group" with any other
persons either for purposes of Section 13(d)(3) of the Act or Rule
13d-5 thereunder or this Statement or for any other purpose related
to its beneficial ownership of the Issuer's securities. The filing of
this Statement shall not be construed as an admission that the
Reporting Person is the beneficial owner of such shares or that the
Reporting Person and any of such other stockholders' constitute for
purposes of Section 13(d) of the Act, a "group." Each Reporting
Person is not responsible for the accuracy of any information filed
in this Statement relating to any Reporting Person other than itself
and its related persons or entities.
There have been no transactions involving the Issuer's Common Stock
during the past sixty days which are required to be reported in this
Statement.
No person other than the JPMP Reporting Persons, the Baker Reporting
Persons and the Delphi Reporting Persons has the right to receive or
the power to direct the receipt of dividends from or the proceeds
from the sale of the Issuer's Common Stock owned beneficially by the
JPMP Reporting Persons, the Baker Reporting Persons and the Delphi
Reporting Persons.
Page 18 of 28
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
On May 12, 2003 the Company entered into the Securities Purchase
Agreement (as amended by Amendment No. 1 dated as of May 14, 2003
and Amendment No. 2 dated as of June 2, 2003) (the "SPA"), with JPMP
(BHCA), the Global Fund Entities, the Baker Entities, Delphi
Ventures, Delphi BioInvestments, entities affiliated with BA Venture
Partners and T. Rowe Price Health Sciences Fund, Inc. (collectively,
the "Series A Investors"). Both the SPA and all exhibits thereto are
attached as Exhibit A hereto and are incorporated herein in their
entirety by reference.
Pursuant to the SPA, the Issuer issued in a private placement (a)
1,640,000 shares of the Company's Series A Convertible Preferred
Stock (the "Preferred Stock") to the Series A Investors, as well as
the reservation for issuance of 16,400,000 shares of the Company's
Common Stock upon conversion of the Preferred Stock, and (b)
warrants (the "Warrants") to purchase 2,050,000 shares of the
Company's Common Stock and the reservation for issuance of 2,050,000
shares of the Company's Common Stock upon the exercise of such
Warrants (together, the "Preferred Stock Financing"). The Preferred
Stock has the rights, preferences and privileges set forth in the
Certificate of Designations of Series A Convertible Preferred Stock
as filed with the Secretary of State of the State of Delaware. The
purchase price for the Preferred Stock was $25.00 per share. Each
share of Preferred Stock is initially convertible into 10 shares of
Common Stock at a fixed conversion price of $2.50 per share (subject
to adjustment upon the occurrence of certain events including stock
subdivisions, combinations, splits, stock dividends, capital
reorganizations, or capital reclassifications of the Common Stock),
at such holder's option at any time after the first anniversary of
the closing of the Investors Rights Agreement among the Company, the
Reporting Persons and the other investors named therein, dated as of
July 8, 2003, a copy of which is attached hereto as Exhibit B and is
incorporated herein in its entirety by reference (the "Investors
Rights Agreement").
The Warrants are immediately exercisable at a fixed purchase price
of $6.25 per share of Common Stock and expire on December 31, 2011.
Page 19 of 28
Pursuant to the Certificate of Designations and the Investors Rights
Agreement, the Series A Investors, voting together as a separate
class, have the right to designate two members of the Company's Board
of Directors so long as at least 37.5% of the shares of Preferred
Stock issued at the closing of the Preferred Stock Financing remain
outstanding. If between 18.75% and 37.5% of the shares of Preferred
Stock issued at the closing of the Preferred Stock Financing are
outstanding, the Series A Investors, voting together as a separate
class, have the right to designate one member of the Company's Board
of Directors. If less than 18.75% of the shares of Preferred Stock
issued at the closing of the Preferred Stock Financing are
outstanding, the rights of the Series A Investors to vote separately
for the election of directors shall terminate.
Pursuant to the terms of the Investors Rights Agreement, one director
will be designated by the JPMP Reporting Persons and one director
will be designated by the Baker Entities. The right of the JPMP
Reporting Persons and the Baker Entities, as applicable, to designate
a director terminates if the JPMP Reporting Persons or the Baker
Entities, as applicable, hold less than 50% of the Preferred Stock
(or Common Stock issued upon conversion thereof) purchased by it at
the closing of the Preferred Stock Financing. Pursuant to these
rights, the JPMP Reporting Persons designated Srinivas Akkaraju,
M.D., Ph.D. as its representative on the Company's Board of Directors
and the Baker Entities designated Felix Baker, Ph.D. as its
representative on the Company's Board of Directors upon the closing
of the Preferred Stock Financing. The Series A Investors do not have
the right to vote on members of the Company's Board of Directors
other than the nominees they designate.
Each of JPMP (BHCA) and the Global Fund Entities is a party to the
Regulatory Sideletter, dated as of July 8, 2003, by and among the
Company, JPMP (BHCA) and each of the Global Fund Entities, a copy of
which is attached as Exhibit C hereto and is incorporated herein in
its entirety by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
SCHEDULE A
Item 2 information for executive officers and directors of JPMP
Capital Corp.
SCHEDULE B
Item 2 information for executive officers and directors of JPMorgan
Chase.
SCHEDULE C
Item 2 information for managing members of Delphi Management.10*
EXHIBIT A
Securities Purchase Agreement dated as of May 12, 2003, by and among
the Issuer and the Series A Investors incorporated by reference to
Exhibit 10.1 of the Form 8-K filed with the Commission on May 15,
2003.*
EXHIBIT B
Investors Rights Agreement dated as of July 8, 2003, by and among
the Company and the Investors named therein incorporated by
reference to Exhibit 4.2 of the Form 8-K filed with the Commission
on May 15, 2003.*
----------
* Filed previously
Page 20 of 28
EXHIBIT C
Regulatory Sideletter dated as of July 8, 2003, by and among the
Company, JPMP (BHCA) and each of the Global Fund Entities.*
EXHIBIT D
Joint Filing Agreement dated as of May 17, 2004 among the JPMP
Entities, the Bakers and the Delphi Entities.*
----------
* Filed previously
Page 21 of 28
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
Dated: February 14, 2005
J.P. MORGAN PARTNERS (BHCA), L.P.
By: JPMP Master Fund Manager, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
---------------------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
---------------------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS (CAYMAN), L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
---------------------------------
Name: Jeffrey C. Walker
Title: President
Page 22 of 28
J.P. MORGAN PARTNERS GLOBAL
INVESTORS A, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
---------------------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS (SELLDOWN), L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
---------------------------------
Name: Jeffrey C. Walker
Title: President
Page 23 of 28
JULIAN C. BAKER
By: /s/ Julian C. Baker
----------------------------------
Julian C. Baker
FELIX J. BAKER
By: /s/ Felix J. Baker
----------------------------------
Felix J. Baker
DELPHI VENTURES VI, L.P.
By: Delphi Management Partners VI,
L.L.C., its general partner
By: /s/ Deepika R. Pakianathan
----------------------------------
Deepika R. Pakianathan
Managing Member
DELPHI BIOINVESTMENTS VI, L.P.
By: Delphi Management Partners VI,
L.L.C., its general partner
By: /s/ Deepika R. Pakianathan
----------------------------------
Deepika R. Pakianathan
Managing Member
DELPHI MANAGEMENT PARTNERS VI, L.L.C.
By: /s/ Deepika R. Pakianathan
----------------------------------
Deepika R. Pakianathan
Managing Member
Page 24 of 28
SCHEDULE A
JPMP CAPITAL CORP.
EXECUTIVE OFFICERS(1)
Chief Executive Officer William B. Harrison**
President Jeffrey C. Walker*
Chief Investment Officer Arnold L. Chavkin*
Managing Director Srinivas Akkaraju*
Managing Director Christopher Albinson*
Managing Director Dr. Dana Beth Ardi*
Managing Director Richard Aube*
Managing Director Christopher C. Behrens*
Managing Director John Breckenridge*
Managing Director Julie Casella-Esposito*
Managing Director Rodney A. Ferguson*
Managing Director Cornell P. French*
Managing Director Michael R. Hannon*
Managing Director Matthew Lori*
Managing Director Jonathan R. Lynch*
Managing Director Bryan Martin*
Managing Director Sunil Mishra*
Managing Director Stephen P. Murray*
Managing Director Timothy Purcell*
Managing Director John Reardon*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director William Stuck*
Managing Director Patrick J. Sullivan*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr. *
Managing Director Damion E. Wicker, M.D.*
DIRECTORS*
William B. Harrison**
Jeffrey C. Walker*
----------
* Each of whom is a United States citizen.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York, New York 10020.
** Principal occupation is employee or officer of JPMorgan Chase & Co.
Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York,
New York 10017.
Page 25 of 28
SCHEDULE B
JPMORGAN CHASE & CO.
EXECUTIVE OFFICERS(1)
Chairman of the Board and Chief Executive Officer William B. Harrison Jr.*
President and Chief Operating Officer James Dimon*
Chief Information Officer Austin A. Adams*
Co-Chairman, Investment Bank Steven D. Black*
Chief Executive Officer, Card Services William I. Campbell*
Chief Financial Officer Michael J. Cavanagh*
Chairman, West Coast Region David A. Coulter*
Director of Human Resources, Head of Real
Estate/Facilities, General Services, Security John J. Farrell*
Co-General Counsel Joan Guggenheimer*
Director of Corporate Marketing and Communications Frederick W. Hill*
Head, Commercial Banking Samuel Todd Maclin*
Head, Strategy and Business Development Jay Mandelbaum*
Co-General Counsel William H. McDavid*
Chief Executive Officer, Treasury & Securities Services Heidi Miller*
Head, Retail Financial Services Charles W. Scharf*
Executive Vice President, Card Services Richard J. Srednicki*
Head, Asset & Wealth Management James E. Staley*
Chief Risk Officer Don M. Wilson III*
Co-Chairman, Investment Bank William T. Winters*
----------
(1) Each of whom is a United States citizen.
* Principal occupation is employee or officer of JPMorgan Chase & Co.
Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York,
New York 10017.
Page 26 of 28
DIRECTORS*
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT;
BUSINESS OR RESIDENCE ADDRESS
--------------------------------------------------------------------------------
Hans W. Becherer Retired Chairman of the Board and
Chief Executive Officer
Deere & Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
John H. Biggs Former Chairman and CEO
TIAA - CREF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Lawrence A. Bossidy Retired Chairman of the Board
Honeywell International Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Stephen B. Burke President
Comcast Cable Communications, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
James S. Crown President
Henry Crown and Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
James Dimon President and Chief Operating Officer
JPMorgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
--------------------------------------------------------------------------------
Ellen V. Futter President and Trustee
American Museum of Natural History
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
William H. Gray, III Retired President and Chief Executive Officer
The College Fund/UNCF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
----------
* Each of whom is a United States citizen.
Page 27 of 28
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT;
BUSINESS OR RESIDENCE ADDRESS
--------------------------------------------------------------------------------
William B. Harrison, Jr. Chairman of the Board and Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
--------------------------------------------------------------------------------
Laban P. Jackson, Jr. Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Lee R. Raymond Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
John W. Kessler Owner
John W. Kessler Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Robert I. Lipp Chairman
The St. Paul Travelers Companies, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Richard A. Monoogian Chairman and Chief Executive Officer
Masco Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
David C. Novak Chairman and Chief Executive Officer
Yum! Brands, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
John R. Stafford Retired Chairman of the Board
Wyeth
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Page 28 of 28