SEC 1746
(11-02)

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UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

(a)    Name of Issuer:

Versicor Inc. (“Versicor”)

(b)    Address of Issuer's Principal Executive Offices:

455 South Gulph Road, Suite 305
King of Prussia, PA
(610) 491-2200

(c)    Title of Class of Equity Securities Issued:

Common Stock, par value $0.001 per share (“Common Stock”)

Item 2.

Identity and Background

(a), (b), (c) and (f) Name, Address, Occupation or Business and Citizenship or Jurisdiction of Incorporation

This Schedule 13D is filed on behalf of entities and natural persons identified in the tables preceding Item 1 of this Schedule 13D (the “Reporting Persons”):

Natural Persons

Each of the individuals listed below is a United States citizen, except for Drs. Parenti and Quarta, who are Italian citizens:

George F. Horner III
President and Chief Executive Officer of Versicor Inc.
c/o Versicor Inc.
455 South Gulph Road, Suite 305
King of Prussia, PA

Claudio Quarta, Ph.D.
Chief Operating Officer of Versicor Inc.
c/o Versicor Inc.
Via Abbondio Sangiorgio 18
Milano 20145  Italy

Francesco Parenti, Ph.D.
Chief Scientific Officer, Worldwide, of Versicor Inc.
c/o Versicor Inc.
Via Abbondio Sangiorgio 18
Milano 20145  Italy

James H. Cavanaugh, Ph.D.
44 Nassau Street
Princeton, New Jersey 08542

Dr. Cavanaugh is a general partner of various venture capital funds, including HealthCare Partners V, L.P. Additionally, Dr. Cavanaugh is a director of Versicor.

(d) and (e) Criminal and Civil Proceedings:

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any other person named in this Item 2, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he 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 law or finding any violation with respect to such laws

Item 3.

Source and Amount of Funds or Other Consideration

No monetary consideration was paid by any of the Reporting Persons in connection with the transactions described in Item 4, below.

Information regarding previous acquisitions of Versicor securities by Reporting Persons is set forth below:

Drs. Quarta and Parenti received the shares of Common Stock they currently hold upon the merger of Versicor and Biosearch, in exchange for their ordinary shares in Biosearch.  Drs. Quarta and Parenti used personal funds to purchase those shares in Biosearch.  Drs. Quarta and Parenti received the options they hold on Common Stock as employee stock options under Versicor’s 2001 Stock Option Plan.  Such awards were made as of February 28, 2003, the effective date of the merger.

Mr. Horner used personal funds to purchase the shares of Common Stock he currently holds.  Mr. Horner received the options he holds on Common Stock as employee stock options under Versicor’s stock option plans.

Dr. Cavanaugh received the shares of Common Stock he holds of record as a result of a pro rata distribution by Healthcare Ventures V, L.P. (“HCV”) of an aggregate of 1,000,000 shares of Common Stock to its partners.  Dr. Cavanaugh received the options he holds on Common Stock as director stock options under Versicor’s stock option plans.  Dr. Cavanaugh is a general partner of HealthCare Partners V, L.P., which is the general partner of HCV.  Accordingly, Dr. Cavanaugh may be deemed to beneficially own shares of Common Stock beneficially owned by HCV.  However, the shares of Common Stock beneficially owned by Dr. Cavanaugh through HCV are not subject to the Stockholders Agreement (as defined in Item 4, below).  In December 1997, HCV paid Versicor an aggregate of $7,000,000 to purchase 1,400,000 shares of Versicor Series C preferred stock, which shares converted to 1,750,000 shares of Common Stock in connection with a stock split.  Additionally, HCV received a warrant to purchase 58,500 shares of Versicor Series C Preferred Stock, or 73,125 shares of Common Stock after the stock split.  In June 1999, HCV paid $1,608,382 to Versicor in exchange for  (i)  a bridge note  in the principal amount of $1,608,382, and  (ii) a warrant  to purchase 58,194 shares of Common Stock (or 72,743 shares of Common Stock after the stock split).  In October 1999, the outstanding balance (plus accrued interest on the bridge note in the aggregate amount of $53,579) was converted, together with an additional cash payment by HCV to Versicor of $1,608,382, into 554,295 shares of Versicor Series F preferred stock, which shares converted to 692,869 shares of Common Stock in connection with the stock split.  On August 12, 2002, HCV exercised 73,125 warrants in a cashless exercise, receiving

45,788 shares of Common Stock.  HCV used working capital to purchase the above-referenced Versicor securities.

Item 4.

Purpose of Transaction

Voting Agreements

Two Voting Agreements, dated July 30, 2002, were described in the initial filing (the “Initial Filing”) of this Schedule 13D on August 9, 2002 (collectively, the “Voting Agreements” and each a “Voting Agreement”).  Upon the closing of the merger of Biosearch Italia, S.p.A. with and into Versicor Inc. at 6:01 PM Delaware time on February 28, 2002, each of the Voting Agreements terminated according to its terms.  Accordingly, any “group” (within the meaning of Rule 13d﷓5(b)(1) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) formed thereby has dissolved.

Stockholders Agreement

On July 30, 2002,  Mr. Horner and Drs. Cavanaugh, Quarta and Parenti entered into that certain Stockholders Agreement (the “Stockholders Agreement”).  The primary purpose of the Stockholders Agreement is to ensure the continuity and stability of policy and management of Versicor.  The Stockholders Agreement may have the effect of impeding the acquisition of control of Versicor by any third-party.

For more details on the Stockholders Agreement, please see the description set forth in Item 6 below, and the copy of the Stockholders Agreement, which was attached as Exhibit 3 to the Initial Filing of this Schedule 13D.

By virtue of the Stockholders Agreement, it could be alleged that a “group” has been formed within the meaning of Rule 13d-5(b)(1) of the Exchange Act.  While none of the Reporting Persons concedes that such a “group” has been formed, this filing is being made as if such a “group” exists to ensure compliance with the Exchange Act.

The board of directors of Versicor, on which all of the filing persons sit, intends to cause Versicor to change its corporate name by effecting a short-form merger with a wholly-owned subsidiary formed solely for this purpose.

Item 5.

Interest in Securities of the Issuer

(a) and (b) Ownership of Shares of  Versicor Inc.:

The following information with respect to the ownership of the Common Stock by the Reporting Persons is provided as of the date of this Schedule 13D.

Amount beneficially owned:

See Row 11 of cover page for each Reporting Person and related footnotes.

Percent of class:

See Row 13 of cover page for each Reporting Person and related footnotes.

Number of shares as to which the person has:

(i)            Sole power to vote or to direct the vote:
See Row 7 of cover page for each Reporting Person and related footnotes.

(ii)           Shared power to vote or to direct the vote:
See Row 8 of cover page for each Reporting Person and related footnotes.

(iii)          Sole power to dispose or to direct the disposition of:
See Row 9 of cover page for each Reporting Person and related footnotes.

(iv)          Shared power to dispose or to direct the disposition of:
See Row 10 of cover page for each Reporting Person and related footnotes.

(c)    Describe recent transactions.

Except for acquisitions of Common Stock (and options thereon) in exchange (or replacement) for ordinary shares (and options thereon) of Biosearch in connection with the merger of Biosearch with and into Versicor, the Reporting Persons have not effected any transaction relating to Versicor securities during the past 60 days.

(d)    Right to receive dividends.

Dr. Cavanaugh has informed the Reporting Persons that HealthCare Partners V, L.P. (“HCP”), of which he is a general partner, has the right to receive or direct the receipt of dividends from the HCV Shares and, upon exercise, the HCV Warrant Shares.  The other general partners of HCP are Harold R. Werner, William Crouse, John W. Littlechild, Christopher Mirabelli, Ph.D., and Augustine Lawler.  The Reporting Persons have been informed that these other general partners of HCP are reporting their beneficial ownership in Versicor on a separate Schedule 13G.  No other third-party is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons on the date of this statement.

(e)    Date the reporting person ceased to be the beneficial owner of more than 5% of the class of securities (if applicable).

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Stockholders Agreement

On July 30, 2002, Mr. Horner and Drs. Cavanaugh, Quarta and Parenti entered into the Stockholders Agreement, which provides that the parties thereto shall take such action as may be required so that all of the shares of Common Stock actually held by them, not including any shares of HCV which Mr. Cavanugh may be deemed to beneficially own (the “Subject Shares”), are voted at all Versicor stockholders meetings:

(i)     for nominees to Versicor’s board of directors who have been recommended by the board of directors according to the procedures set forth in Versicor’s amended and restated bylaws, which will be in effect at the effective time of the Merger, and

(ii)    on all other matters submitted to the holders of Common Shares with respect to any Significant Event (as defined below) in accordance with the recommendations of the board of directors. 

As used in the Stockholders Agreement, the term “Significant Event” means any charter or bylaw amendment, acquisition or disposition of assets (by way of merger, consolidation or otherwise), change in capitalization, liquidation or other action out of the ordinary course of business of Versicor.  The parties are also required to take such action as may be required so that all Subject Shares owned by the party shall be present in person or by proxy at all duly noticed and convened meetings of Versicor stockholders, so that the Subject Shares owned by such party may be counted for the purpose of determining the presence of a quorum at such meetings.

The Stockholders Agreement also prohibits the parties from depositing any of their Subject Shares in a voting trust or making any other arrangement or agreement with respect to the voting of the Subject Shares.  However, the Stockholders Agreement does not otherwise restrict any party’s ability to dispose of the Subject Shares held by such party.

The Stockholders Agreement provides, among other things, that the parties shall not directly or indirectly solicit proxies or become a “participant” in a “solicitation” in opposition to the recommendation of the board of directors with respect to any matter or in any “election contest” relating to the election of directors of Versicor (as such terms are defined in Regulation 14A under the Exchange Act).

The terms of the Stockholders Agreement are effective through and including February 28, 2006.

The foregoing description of the Stockholders Agreement is qualified in its entirety by reference to the full text of such agreement, which was attached as Exhibit 3 to the Initial Filing of this Schedule 13D and is incorporated by reference herein.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1                 [intentionally omitted]

Exhibit 2                 [intentionally omitted]

Exhibit 3                 Stockholders Agreement dated as of July 30, 2002, by and among George F. Horner III, Dr. James H. Cavanaugh, Dr. Claudio Quarta and Dr. Francesco Parenti (previously filed as Exhibit 3 to the Initial Filing of this Schedule 13D filed August 9, 2002 and incorporated herein by this reference).

Exhibit 4                 [intentionally omitted]

Exhibit 5                 Joint Filing Agreement entered by and among the Reporting Persons in this Schedule 13D (previously filed as Exhibit 5 to the Initial Filing of this Schedule 13D filed August 9, 2002 and incorporated herein by this reference).

Exhibit 6                 Power of Attorney of Dr. Cavanaugh appointing Jeffrey Steinberg as Attorney-in-Fact (previously filed as Exhibit 6 to the Initial Filing of this Schedule 13D filed August 9, 2002 and incorporated herein by this reference).

Claudio Quarta, Ph.D.

Date

/s/ Claudio Quarta

Signature

Claudio Quarta, Ph.D.

Name/Title

Francesco Parenti, Ph.D.

Date

/s/ Francesco Parenti

Signature

Francesco Parenti, Ph.D.

Name/Title

George F. Horner III.

Date

s/ George F. Horner III

Signature

George F. Horner III

Name/Title

James H. Cavanaugh, Ph.D.

Date

/s/ Jeffrey Steinberg

Signature

Jeffrey Steinberg, Attorney-in-Fact

Name/Title