SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
SCHEDULE 13D/A1 (Amendment No. 1)*
Under the Securities Exchange Act of 1934
Targeted Genetics Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
87612M108
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(CUSIP Number)
William F. Daniel
Elan Corporation, plc
Lincoln House
Lincoln Plaza
Dublin 2, Ireland
(353) 1-709-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Earliest event August 9, 2000
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(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 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. See Rule 240.13d-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 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).
Page 1 of 12
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CUSIP No. 249908-10-4
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(1) NAME OF REPORTING PERSONS
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Elan Corporation, plc
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (See Instructions)
WC, OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
----------------- --------------------------------------------------------------
Number of (7) SOLE VOTING POWER
Shares 0
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Beneficially (8) SHARED VOTING POWER
Owned 12,599,073
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by Each (9) SOLE DISPOSITIVE POWER
Reporting 0
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Person With (10) SHARED DISPOSITIVE POWER
12,599,073
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,599,073
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
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(14) TYPE OF REPORTING PERSON (See Instructions) CO
Page 2 of 12
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CUSIP No. 249908-10-4
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(1) NAME OF REPORTING PERSONS Elan International Services, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (See Instructions)
WC, OO
--------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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Number of (7) SOLE VOTING POWER
Shares 0
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Beneficially (8) SHARED VOTING POWER
Owned 12,599,073
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by Each (9) SOLE DISPOSITIVE POWER
Reporting 0
--------------------------------------------------------------------------------
Person With (10) SHARED DISPOSITIVE POWER
12,599,073
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,599,073
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions) CO
Page 3 of 12
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
This Amendment No. 1 amends the Schedule 13D filed with the Securities and
Exchange Commission on August 9, 1999 by Elan International Services, Ltd.
("EIS"), a Bermuda exempted limited liability company and wholly-owned
subsidiary of Elan Corporation, plc ("Elan"), an Irish public limited company
(the "Schedule 13D"), with respect to the Common Stock, par value $.01 per share
(the "Common Stock"), of Targeted Genetics Corporation (the "Issuer"), a
Washington corporation whose principal offices are located at 1100 Olive Way,
Suite 100, Seattle, Washington 98101.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
This Schedule 13D is filed by Elan and EIS. Elan's principal place of
business is Lincoln House, Lincoln Place Dublin 2, Ireland. Elan is a worldwide
pharmaceutical company. EIS's principal place of business is 102 St. James
Court, Flatts, Smiths, FL 04 Bermuda. EIS is an investment and holding company.
Schedule A to this Schedule 13D sets forth the (a) name, (b) residence or
business address, (c) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted and (d)citizenship or place of organization of each
executive officer, director and controlling person of Elan and EIS.
During the last five years, neither Elan, EIS nor any person identified on
Schedule A to this Schedule 13D: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction,
as a result of which proceeding it was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws, or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
Pursuant to a Securities Purchase Agreement dated July 21, 1999 by and
among Elan and EIS, on the one hand, and the Issuer, on the other hand (the
"Securities Purchase Agreement"), EIS acquired (a) 2,148,899 shares of Common
Stock of the Issuer for consideration of $5,000,000 and (b) 12,015 shares of
Series B Convertible Exchangeable Preferred Stock, $0.01 par value per share
(the "Series B Preferred Stock"), of the Issuer for consideration of
$12,015,000. The source of the funds used in acquiring the above-referenced
securities was working capital.
The Series B Preferred Stock accrues dividends until July 21, 2005 at an
annual rate of 7.0% of $1,000 per share plus accrued dividends thereon,
compounded semi-annually, payable by the issuance of additional shares of Common
Stock upon conversion of the Series B Preferred Stock. Each share of Series B
Preferred Stock is convertible, without payment of any additional consideration
by the holder and at the option of the holder, into such number of fully paid
and nonassessable shares of Common Stock as is determined by dividing $1,000
plus any accrued and unpaid dividends by a conversion price of $3.32 per share
of Common Stock, subject to customary antidilution adjustments; provided, that,
to the extent such conversion would result in EIS holding more than 19.99% of
the Issuer's Common Stock, Series B Preferred Stock may be converted into
non-voting stock at the option of the holder or in certain circumstances
redeemed for cash at the option of the Issuer. As of November 5, 2003, the
Series B Preferred Stock plus accrued dividends would be convertible into an
Page 4 of 12
aggregate of 4,864,191 shares of Common Stock. If the Series B Preferred Stock
is held by the holder until at least July 21, 2005, the date on which dividends
cease to accrue, the Series B Preferred Stock and accrued dividends will be
convertible into an aggregate of 5,470,546 shares.
Upon the exercise by the Issuer of a right to require EIS to purchase
additional shares of Common Stock pursuant to the Securities Purchase Agreement,
on August 9, 2000, EIS acquired 382,739 shares of Common Stock of the Issuer for
consideration of $5,000,000. The source of the funds used in acquiring these
shares of Common Stock of the Issuer was working capital.
In addition, pursuant to the Securities Purchase Agreement, the Issuer
issued to EIS a convertible promissory note in an aggregate principal amount of
up to $12,015,000 (the "Convertible Note"). The Convertible Note was
subsequently transferred to Elan Pharma International Limited, an affiliate of
EIS and wholly-owned subsidiary of Elan, but the right to convert the
Convertible Note and receive Common Stock upon conversion was retained by EIS.
The Issuer made draw-downs in the aggregate amount of $7,950,000, on the
following dates and in the following amounts: September 26, 2001 ($2,000,000),
April 25, 2002 ($2,000,000), June 28, 2002 ($3,000,000), and August 9, 2002
($950,000). Interest on each drawdown of the Convertible Note accrued at an
annual rate of 12.0%, compounded on each semi-annual anniversary of such
drawdown. At the Issuer's option, accrued interest was capitalized and added to
the principal amount outstanding on each compounding date. The Convertible Note
had a stated maturity of July 21, 2005. Each tranche (consisting of a drawdown
or accrual of interest) of the Convertible Note was convertible at any time
prior to repayment in full into a number of shares of Common Stock equal to the
principal amount of such tranche and all accrued and unpaid interest thereon
divided by a per share price calculated as 150% of the average of the closing
price of the Common Stock for the 60 trading days ending two business days prior
to the date that the tranche was requested by the Issuer. As of September 2,
2003, the date of repayment of the Convertible Note, the Convertible Note was
convertible at the option of the holder into 5,203,243 shares of Common Stock.
In addition, the Convertible Note was prepayable at the option of the Issuer on
a per tranche basis by the issuance of a number of shares of Common Stock equal
to the outstanding principal amount of such tranche and any and all accrued and
unpaid interest thereon divided by the lesser of (1) the price equal to the
average of the closing price of the Common Stock for the 60 trading days prior
to the date of repayment and (2) the conversion price for conversion at the
option of the holder of the conversion right.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
EIS acquired the above-referenced securities for investment purposes or as
interest on the Convertible Promissory Note.
The Issuer has granted to EIS certain demand and piggyback registration
rights for the shares of Common Stock held by EIS and for the shares of Common
Stock issuable upon conversion of the Series B Preferred Stock.
EIS and the Issuer have agreed in the Securities Purchase Agreement that
for so long as EIS and/or its affiliates or subsidiaries collectively own at
least 5% of the shares of Common Stock and/or common stock equivalents of the
Issuer on a fully diluted basis, EIS will have the right to nominate one
director for election to the Issuer's Board of Directors who shall be a member
of senior management of Elan, or otherwise shall be acceptable to the Issuer;
provided, however, that the Issuer reserves the right to exclude such director
from any material or meeting or portion thereof if the other Board members
believe in good faith that such exclusion is reasonably necessary to protect
confidential proprietary information, for competitive or similar reasons. EIS
has not to date nominated a director.
Except as set forth above in Item 3 or this Item 4 above, neither Elan nor
EIS has any plan or proposal which relates to or would result in:
Page 5 of 12
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number of term of
Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing the Common Stock to cease to be authorized to be traded on
the Nasdaq National Market;
(i) To have the Common Stock terminated from registration under the
Securities Act of 1933; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) As of November 5, 2003, Elan (indirectly) and EIS (directly) each
beneficially owned 12,599,073 shares of Common Stock (including 7,734,882
shares of Common Stock and 4,864,191 shares issuable upon conversion of the
Series B Preferred Stock), representing 17.7% of the outstanding shares of
Common Stock (based on 71,064,821 shares of Common Stock outstanding,
including 66,200,630 shares of Common Stock outstanding on October 26,
2003, as reported in the Issuer's quarterly report on Form 10-Q for the
fiscal quarter ended September 30, 2003 and 4,864,191 shares issuable upon
conversion of the Series B Preferred Stock).
(b) As of November 5, 2003, Elan and EIS have shared voting and
dispositive power over 12,599,073 shares of Common Stock (including
4,864,191 shares of Common Stock issuable upon conversion of the Series B
Preferred Stock) and no sole voting or dispositive power over shares of
Common Stock.
(c) On September 2, 2003, EIS acquired an aggregate of 5,203,243
shares of the Common Stock as repayment of all principal of and accrued
interest on the Convertible Note at the following prices: (a) 3,577,879
shares at a price of $2.09, (b) 487,248 shares at a price of $1.95, (c)
101,439 shares at a price of $1.88, (d) 107,044 shares at a price of $1.19,
(e) 124,630 shares at a price of $0.96, (f) 217,549 at a price of $0.83,
(g) 87,922 at a price of $0.65, (h) 221,757 at a price of $0.57 and (i)
277,775 at a price of $0.49.
(d) Not applicable.
Page 6 of 12
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
The Securities Purchase Agreement provided that, except with respect to
certain permitted transfers or assignments, EIS is restricted from transferring
or assigning the Series B Preferred Stock, the Common Stock, or the Convertible
Note, or any interest therein, without the prior written consent of the Issuer.
Except as described in Items 3 and 4, there are no other contracts,
arrangements, understandings or relationships described in Item 6 of Schedule
13D.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
1. Joint Filing Agreement dated November 5, 2003 between Elan and
EIS.*
2. Securities Purchase Agreement, dated as of July 21, 1999.**
3. Convertible Promissory Note, dated July 21, 1999.**
4. Articles of Amendment of the Issuer incorporating the Designation
of Rights and Preferences of Series B Preferred Stock filed with the State
of Washington on July 21, 1999.**
5. Registration Rights Agreement, dated as of July 21, 1999.**
_________________________
* Filed herewith.
** Incorporated by reference to the Issuer's Current Report on Form 8-K dated
August 4, 1999 (Commission File No. 000-23930).
Page 7 of 12
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 5, 2003
ELAN CORPORATION, PLC
By: /s/ Shane M. Cooke
-------------------------------------
Name: Shane M. Cooke
Title: Chief Financial Officer
Dated: November 5, 2003
ELAN INTERNATIONAL SERVICES, LTD.
By: /s/ Kevin Insley
-------------------------------------
Name: Kevin Insley
Title: President
Page 8 of 12
SCHEDULE A
The (a) name, (b) state or other place of its organization, (c) principal
business, (d) address of its principal business and (e) address of its principal
office of Elan is set forth below:
(a) Elan Corporation, plc, (b) Ireland, (c) a worldwide biopharmaceutical
company, (d) Lincoln House, Lincoln Place, Dublin 2, Ireland, and (e)
Lincoln House, Lincoln Place, Dublin 2, Ireland.
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each executive officer and director (other than Messrs. Armen, Boushel, Crowley,
Gillespie, Groom, McGowan, McIntyre, McLaughlin, Selkoe, Thornburgh and Tully
and Ms. Gray) of Elan are set forth below:
1. (a) G. Kelly Martin, (b) 345 Park Avenue, New York, New York 10154, (c)
President and Chief Executive Officer, and (d) United States.
2. (a) Shane Cooke, (b) Lincoln House, Lincoln Place, Dublin 2, Ireland, (c)
Executive Vice President and Chief Financial Officer, and (d) Ireland.
3. (a) William F. Daniel (b) Lincoln House, Lincoln Place, Dublin 2, Ireland,
(c) Executive Vice President and Company Secretary, and (d) Ireland.
4. (a) Jean Duvall, (b) 800 Gateway Blvd., South San Francisco, CA 94080, (c)
Executive Vice President and General Counsel, and (d) United States.
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each director (other than Messrs. Martin and Daniel) of Elan are set forth
below:
1. (a) Garo A. Armen, Ph.D., (b) 630 Fifth Avenue, Suite 2167, New York, New
York 10111, (c) Chairman of the Board and Chief Executive Officer of
Antigenics, Inc., and (d) United States.
2. (a) Brendan E. Boushel, (b) 9 Upper Mount Street, Dublin 2, Ireland, (c)
Retired, and (d) Ireland.
3. (a) Laurence G. Crowley, (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Governor (Chairman) Bank of Ireland,
and (d) Ireland.
4. (a) Alan R. Gillespie, Ph.D., (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Chairman, Ulster Bank Limited, and
(d) United Kingdom.
5. (a) Ann Maynard Gray, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place, Dublin 2, Ireland, (c) Retired, and (d) United Kingdom.
6. (a) John Groom, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place, Dublin 2, Ireland, (c) Retired, and (d) United Kingdom.
7. (a) Kieran McGowan, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place Dublin 2, Ireland, (c) Retired, and (d) Ireland.
8. (a) Kevin McIntyre, M.D., (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Associate Clinical Professor of
Medicine at Harvard Medical School, and (d) United States.
Page 9 of 12
9. (a) Kyran McLaughlin, (b) Davy House, 49 Dawson Street, Dublin 2, Ireland,
(c) Head of Equities and Corporate Finance, Davy Stockbrokers, and (d)
Ireland.
10. (a) Dennis J. Selkoe, M.D., (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Professor of Neurology and
Neuroscience at Harvard Medical School, and (d) United States.
11. (a) Richard L. Thornburgh, (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Counsel to the law firm of
Kirkpatrick & Lockhart LLP, and (d) United States.
12. (a) Daniel P. Tully, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place, Dublin 2, Ireland, (c) Retired, and (d) United States.
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each executive officer and director of EIS are set forth below:
1. Kevin Insley, (b) c/o 102 St. James Court, Flatts, Smiths Bermuda, (c)
Director, President and Chief Financial Officer, and (d) United Kingdom.
2. (a) Debra Moore Buryj, (b) c/o 102 St. James Court, Flatts, Smiths,
Bermuda, (c) Director and Vice President and, (d) United States.
3. (a) David J. Doyle, (b) c/o Clarendon House, 2 Church Street, Hamilton HM
11, Bermuda, (c) Director of EIS, and principal occupation is lawyer, law
firm of Conyers, Dill & Pearman, Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda, and (d) Bermuda.
Page 10 of 12
EXHIBIT INDEX
1. Joint Filing Agreement dated November 5, 2003 between Elan and EIS.*
2. Securities Purchase Agreement, dated as of July 21, 1999.**
3. Convertible Promissory Note, dated July 21, 1999.**
4. Articles of Amendment of the Issuer incorporating the Designation of Rights
and Preferences of Series B Preferred Stock filed with the State of
Washington on July, 21, 1999.**
5. Registration Rights Agreement, dated as of July 21, 1999.**
_________________________
* Filed herewith.
** Incorporated by reference to the Issuer's Current Report on Form 8-K dated
August 4, 1999 (Commission File No. 000-23930).
Page 11 of 12
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Amendment No. 1 to
Schedule 13D with respect to the Common Stock of Targeted Genetics Corporation,
dated as of November 5, 2003 is, and any amendments thereto signed by each of
the undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
Dated: November 5, 2003
ELAN CORPORATION, PLC
By: /s/ Shane M. Cooke
-------------------------------------
Name: Shane M. Cooke
Title: Chief Financial Officer
Dated: November 5, 2003
ELAN INTERNATIONAL SERVICES, LTD.
By: /s/ Kevin Insley
-------------------------------------
Name: Kevin Insley
Title: President
Page 12 of 12