1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1 AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. ___________)
ALLERGAN SPECIALTY THERAPEUTICS, INC.
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(NAME OF THE ISSUER)
CLASS A COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
018494 10 4
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(CUSIP NUMBER)
DOUGLAS S. INGRAM
SENIOR VICE PRESIDENT - GENERAL COUNSEL AND ASSISTANT SECRETARY
ALLERGAN, INC.
2525 DUPONT DRIVE
IRVINE, CA 92612
(714) 246-4500
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
APRIL 16, 2001
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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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), 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-1(a) 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 pages)
2
(Continued on following pages)
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CUSIP NO. 018494 10 4 13D Page 2 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ALLERGAN, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
-0-
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8 SHARED VOTING POWER
NUMBER
OF 3,272,690(1)
SHARES --------------------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY
REPORTING -0-
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,272,690(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,272,690
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%(1)(2)
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14 TYPE OF REPORTING PERSON CO
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(1) Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934,
as amended.
(2) Percent based upon 3,272,690 outstanding shares of the Issuer's Class A
Common Stock, as of March 9, 2001. Includes any rights to acquire
beneficial ownership of securities of the Issuer within 60 days of March 9,
2001.
(Page 2 of 12 pages)
3
ITEM 1. SECURITY AND ISSUER
(a) TITLE OF SECURITY:
Class A Common Stock, $0.01 par value per share (the "Class A
Common Stock").
(b) NAME OF THE ISSUER:
Allergan Specialty Therapeutics, Inc., a Delaware corporation.
(c) THE ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
2525 Dupont Drive
Irvine, CA 92612
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c), (f) The name of the corporation filing this statement is
Allergan Inc., a Delaware corporation ("Allergan" or the "Reporting
Person"). The Reporting Person's principal business is providing eye
care and specialty pharmaceutical products throughout the world. The
address of the principal executive offices of the Reporting Person is
2525 Dupont Drive, Irvine, CA 92612. Set forth on SCHEDULE A to this
Schedule 13D ("SCHEDULE A") is the name of each of the Reporting
Person's directors and executive officers as of the date hereof,
together with the present principal occupation or employment of such
directors and executive officers and the name, principal business and
address of any corporation or other organization other than the
Reporting Person in which such employment is conducted. To the
Reporting Person's knowledge, each person listed on SCHEDULE A is a
citizen of the United States, except for David E. I. Pyott and Anthony
H. Wild, Ph.D., each of whom who is a citizen of the United Kingdom.
(d)-(e) During the last five years neither the Reporting Person nor,
to the Reporting Person's knowledge, any person named in SCHEDULE A,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Also during the last five years
neither the Reporting Person nor, to the Reporting Person's knowledge,
any person named in SCHEDULE A, was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activity subject to, federal or state securities laws or finding any
violation with respect to such laws. Consequently, neither the
Reporting Person nor, to the Reporting Person's knowledge, any person
named on SCHEDULE A hereto is
(Page 3 of 12 pages)
4
required to disclose legal proceedings pursuant to Items 2(d) or 2(e)
of this Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 16, 2001 (the "Notice Date"), the Reporting Person delivered
notice to the Issuer of the Reporting Person's exercise of its option
pursuant to the Issuer's Restated Certificate of Incorporation (the
"Restated Certificate") to purchase all of the 3,272,690 issued and
outstanding shares of Class A Common Stock of the Issuer (the
"Purchase Option") at an aggregate price of $71,017,373 (the "Purchase
Price"), or $21.70 per share, which amount was calculated in
accordance with the Restated Certificate. The closing of such purchase
occurred on April 20, 2001 (the "Closing Date"). A copy of the
Restated Certificate is filed herewith as EXHIBIT 1 and is
incorporated herein by reference.
The Reporting Person will pay the Purchase Price in cash. On or before
the Closing Date, the Reporting Person will deposit the full amount of
the Purchase Price with EquiServe Trust Company, N.A. (the "Payment
Agent"). Funds deposited with the Payment Agent will be delivered in
trust for the benefit of the holders of the Class A Common Stock, and
the Reporting Person will provide the Payment Agent with irrevocable
instructions to pay, on or after the Closing Date, the Purchase Price
for the shares of Class A Common Stock to the holders of record
thereof determined as of the Closing Date. The foregoing summary is
qualified in its entirety by reference to the copy of the Restated
Certificate filed as EXHIBIT 1 to this Schedule 13D, and incorporated
herein by reference.
Allergan will fund the purchase of all outstanding shares of Class A
Common Stock from cash as reflected in its balance sheet.
This Schedule 13D reflects the Reporting Person's beneficial ownership
of 3,272,690 shares of Class A Common Stock as a result of the7
Reporting Person's exercise of its Purchase Option and the rights
conferred upon the Reporting Person under the Restated Certificate.
This Schedule 13D further reflects the beneficial ownership of Class A
Common Stock of each of the Reporting Person's executive officers and
directors as detailed in SCHEDULE B to this Schedule 13D ("SCHEDULE
B"). To the Reporting Person's knowledge, each executive officer and
director of the Reporting Person acquired his or her respective
beneficial interest in the Issuer's Class A Common Stock in connection
with the special distribution of such Class A Common Stock to the
holders of record of Allergan Common Stock on February 17, 1998 (the
"Distribution").
ITEM 4. PURPOSE OF THE TRANSACTION
(a)-(c) As further described in Item 3 above and Item 6 below, the
Reporting Person, as a result of the exercise of the Purchase Option
and the rights conferred upon the Reporting Person under the Restated
Certificate, beneficially owns 100% of the Issuer's issued and
outstanding shares of Class A Common Stock, all of
(Page 4 of 12 pages)
5
which the Reporting Person has the right to acquire within 60 days of
March 9, 2001. Transfer of title to all of the issued and outstanding
shares of Class A Common Stock will be deemed to occur automatically
on the Closing Date, and, thereafter, the Issuer will be entitled to
treat the Reporting Person as the sole holder of all of the issued and
outstanding shares of its Class A Common Stock, notwithstanding the
failure of any holder of Class A Common Stock to tender the
certificates representing such shares to the Payment Agent, whether or
not such tender is required or requested by the Payment Agent. As a
result, as of the Closing Date, the separate existence of the Issuer
will cease and the Issuer will become a wholly-owned subsidiary of the
Reporting Person. In addition, immediately following the Closing Date,
the shares of Class A Common Stock of the Issuer will cease to be
equity securities of a class which is registered pursuant to Section
12 of the Securities Act of 1933, as amended (the "Securities Act").
(d) The Restated Certificate provides that, from and after the Notice
Date, (i) the holders of Class B Common Stock are entitled to remove
directors of the Issuer with or without cause; and (ii) the holders of
the Class B Common Stock have the sole right to elect the directors of
the Issuer. In addition, the Restated Certificate provides that no new
directorships created as a result of any increase in the size of the
Board of Directors from and after the Notice Date will be filled other
than by the holders of the Class B Common Stock. The Reporting Person
is the sole holder of Class B Common Stock. The foregoing summary is
qualified in its entirety by reference to the copy of the Restated
Certificate filed as EXHIBIT 1 to this Scheduled 13D, and incorporated
herein by referenced. The Reporting Person is entitled to remove
existing directors of the Issuer and/or elect new directors of the
Issuer either prior to or after the Closing Date. In addition, because
the Reporting Person is entitled to remove and elect directors of the
Issuer, the Reporting Person has the power to change the number or
terms of directors of the Issuer as set forth in the Issuer's Bylaws
and the Restated Certificate and change the Issuer's management. The
Reporting Person presently proposes to make the following changes to
the board of directors and/or the management of the Issuer: retain Dr.
Lester J. Kaplan as a director; replace Mr. William C. Shepherd, Dr.
Alan J. Lewis and Dr. Marvin E. Rosenthale with Messrs. James M.
Hindman and Douglas S. Ingram (although the Reporting Person reserves
the right to develop plans or proposals to effect any other change in
the present board of directors or management of the Issuer permitted
by the Restated Certificate and the Issuer's Bylaws).
(e) As further described in Item 3 above and in Item 4 (a)-(c) above,
as a result of the exercise of the Purchase Option by the Reporting
Person in accordance with the Restated Certificate, the present
capitalization of the Issuer will materially change as of the Closing
Date. As of the Closing Date, the separate existence of the Issuer
will cease and the Issuer will become a wholly-owned subsidiary of the
Reporting Person. In addition, immediately following the Closing Date,
the shares of Class A Common Stock of the Issuer will cease to be
(Page 5 of 12 pages)
6
equity securities of a class which is registered pursuant to Section
12 of the Securities Act.
(f) As further described in Item 3 above and in Item 4 (a)-(e) above,
as a result of the exercise of the Purchase Option by the Reporting
Person in accordance with the Restated Certificate, the corporate
structure and business of the Issuer may materially change as of the
Notice Date and will materially change as of the Closing Date. In
addition, as described in Item 4(a)-(c) above, on or after the Closing
Date, the Reporting Person may elect to transfer all or substantially
all of the assets of the Issuer to the Reporting Person or an
affiliate of the Reporting Person. In addition, the present board of
directors or management of the Issuer may materially change.
(g) As further described in Item 3 above and in Item 4 (a)-(f) above,
the Issuer's charter, bylaws and instruments corresponding thereto may
change as of the Notice Date, although the Reporting Person has no
present intent to effect any such change. Such changes, as well as
other changes to the Issuer's capitalization (including, but not
limited to, the transfer of all outstanding shares of Class A Common
Stock to the Reporting Person on the Closing Date, the delisting of
the Issuer's Class A Common Stock from the Nasdaq National Market as
described in Item 4(h) below immediately following the Closing Date,
and the termination of registration of the Issuer's Class A Common
Stock as described in Item 4(i) below) will impede the acquisition of
control of the Issuer by any person.
(h) As further described in Item 3 above and in Item 4 (a)-(c) above,
upon or promptly following the closing of the exercise of the Purchase
Option, the Issuer's Class A Common Stock will be delisted from the
Nasdaq National Market, where it is currently traded under the symbol
"ASTI."
(i) As further described in Item 3 above and in Item 4 (a)-(c) above,
on the Closing Date, the Issuer's Class A Common Stock will become
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934 (the "Act"). As of the Closing
Date, the Reporting Person will be the sole holder of record of Class
A Common Stock. Furthermore, the Reporting Person intends to cause the
Issuer to file with the Securities and Exchange Commission a
Certification and Notice of Termination of Registration under Section
12(g) of the Act on Form 15 on or immediately following the Closing
Date.
(j) Other than as described above, the Reporting Person currently has
no plan or proposal which relate to, or may result in, any of the
matters listed in items 4(a)-(i) of Schedule 13D (although the
Reporting Person reserves the right to develop such plans or
proposals). As noted in Item 3 above, to the Reporting Person's
knowledge, each executive officer and director of the Reporting Person
acquired his or her respective beneficial interest in the Issuer's
Class A Common Stock in connection with the Distribution. To the
Reporting Person's knowledge,
(Page 6 of 12 pages)
7
none of its executive officers or directors have any plans that relate
to or would result in any of the actions set forth in Item 4(a)-(i).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As a result of the exercise of the Purchase Option by the
Reporting Person and the rights conferred upon the Reporting Person
under the Restated Certificate, the Reporting Person beneficially owns
3,272,690 shares of Class A Common Stock, which amount represents 100%
of the Issuer's issued and outstanding shares of Class A Common Stock,
and all of which the Reporting Person has the right to acquire within
60 days of March 9, 2001. Other than the voting rights to which the
Reporting Person is entitled under the Restated Certificate (which
rights include, among other rights, from and after the Notice Date,
the right to remove directors of the Issuer with or without cause and
the right to elect directors of the Issuer as described in Item 4(d)
above), the Reporting Person does not have sole or shared power to
vote or direct the vote of such shares. Other than the rights granted
to the Reporting Person under the Restated Certificate to exercise the
Purchase Option to purchase all of the issued and outstanding shares
of Class A Common Stock on the Closing Date, the Reporting Person does
not have the sole or shared power to direct the disposition of such
shares of Class A Common Stock. On and after the Closing Date, the
Reporting Person will have the sole power to vote, or direct the vote
of such shares of Class A Common Stock and will have the sole power to
direct the disposition of such shares of Class A Common Stock.
Information regarding the beneficial ownership of each of the
executive officers and directors of the Reporting Person is described
in SCHEDULE B.
(c) Except as described in this Schedule 13D, the Reporting Person has
not effected any transaction in the Issuer's Class A Common Stock
during the past 60 days and, to the Reporting Person's knowledge, none
of the persons named in SCHEDULE A has effected any transaction in the
Issuer's Class A Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As further described in Items 3 and 4 above, pursuant to the Restated
Certificate, the Reporting Person has the right to exercise the
Purchase Option and has delivered notice to the Issuer of its
intention to exercise such right to purchase all, but not less than
all, of the issued and outstanding Class A Common Stock. In addition,
the Reporting Person is the sole holder of all issued and outstanding
shares of the Issuer's Class B Common Stock. The Restated Certificate
sets forth
(Page 7 of 12 pages)
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the rights, preferences and privileges of the Class B Common Stock.
The Restated Certificate provides that the Issuer shall not, without
the affirmative vote of the holders of a majority of the issued and
outstanding shares of Class B Common Stock, voting separately and as a
class, (i) alter or change the powers, designations, preferences and
relative, participating, optional or other special rights granted to,
or the qualifications, limitations and restrictions imposed upon, the
Class A Common Stock or the Class B Common Stock, (ii) alter or change
Article FOURTH of the Restated Certificate or any of Articles FIFTH,
SIXTH or SEVENTH of the Restated Certificate, or otherwise make any
amendment to the Restated Certificate that would alter the rights of
the holders of the Class B Common Stock, (iii) authorize the creation
or issuance of any additional class or series of stock, (iv) undertake
the voluntary dissolution, liquidation or winding up of the Issuer,
(v) merge or consolidate the Issuer with or into any other corporation
or entity, (vi) sell, lease, exchange, transfer or otherwise dispose
of any substantial asset of the Issuer or (vii) alter the bylaws of
the Issuer in a manner described in the last sentence of Article
EIGHTH of the Restated Certificate. The Restated Certificate further
provides that from and after the Notice Date, (i) the holders of Class
B Common Stock are entitled to remove directors of the Issuer with or
without cause; and (ii) the holders of the Class B Common Stock have
the sole right to elect the directors of the Issuer. In addition, the
Restated Certificate provides that no new directorships created as a
result of any increase in the size of the Board of Directors from and
after the Notice Date will be filled other than by the holders of the
Class B Common Stock. The foregoing summary of certain of the rights
preferences and privileges of the Class B Common Stock and the
respective holders thereof is qualified in its entirety by the
reference to the copy of the Restated Certificate filed as EXHIBIT 1
to this Schedule 13D, and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as Exhibits:
1. Issuer's Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.1 to the Issuer's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998).
(Page 8 of 12 pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: April 24, 2001
ALLERGAN, INC.,
a Delaware corporation
By: /s/ DOUGLAS S. INGRAM
---------------------------------------
Douglas S. Ingram
Senior Vice President
General Counsel and Assistant Secretary
(Page 9 of 12 pages)
10
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF ALLERGAN, INC.
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
David E. I. Pyott President and Chief Executive Officer
2525 Dupont Drive
Irvine, CA 92612
F. Michael Ball Corporate Vice President and President,
2525 Dupont Drive North American Region and
Irvine, CA 92612 Global Eye Rx Business
Eric K. Brandt Corporate Vice President, Chief Financial Officer and
2525 Dupont Drive President, Global Consumer Eye Care Business
Irvine, CA 92612
David A. Fellows Corporate Vice President and President,
2525 Dupont Drive Asia Pacific Region
Irvine, CA 92612
Lester J. Kaplan, Ph.D. Corporate Vice President and President,
2525 Dupont Drive Research & Development and
Irvine, CA 92612 Global BOTOX(R)
George M. Lasezkay, Pharm.D., J.D. Corporate Vice President,
2525 Dupont Drive Corporate Development
Irvine, CA 92612
Nelson R. A. Marques Corporate Vice President and President,
2525 Dupont Drive Latin American Region
Irvine, CA 92612
James V. Mazzo Corporate Vice President and President,
2525 Dupont Drive Europe/Africa/Middle East Region and
Irvine, CA 92612 Global Surgical Business
Jacqueline Schiavo Corporate Vice President,
2525 Dupont Drive Worldwide Operations
Irvine, CA 92612
(Page 10 of 12 pages)
11
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
Francis R. Tunney, Jr. Corporate Vice President - Administration, and Secretary
2525 Dupont Drive
Irvine, CA 92612
Herbert W. Boyer, Ph.D. Chairman of the Board of Allergan. Consultant to
2525 Dupont Drive Genentech, Inc., a biotechnology company.
Irvine, CA 92612
Ronald M. Cresswell, Hon. D.Sc., F.R.S.E. Director of Allergan.
2525 Dupont Drive
Irvine, CA 92612
Handel E. Evans Director of Allergan. Independent Consultant providing
2525 Dupont Drive services principally to the pharmaceutical industry and
Irvine, CA 92612 Chairman of Equity Growth Research Ltd.
Michael R. Gallagher Director of Allergan. Chief Executive Officer of
2525 Dupont Drive Playtex Products, Inc., a personal care and consumer
Irvine, CA 92612 products manufacturer.
William R. Grant Director of Allergan. Chairman of Galen Associates,
2525 Dupont Drive Inc., a venture capital firm in the health care
Irvine, CA 92612 industry.
Gavin S. Herbert Director of Allergan. Chairman Emeritus of Allergan.
2525 Dupont Drive
Irvine, CA 92612
Karen R. Osar Director of Allergan. Senior Vice President and Chief
2525 Dupont Drive Financial Officer of Westvaco Corporation, a producer
Irvine, CA 92612 of packaging, paper and specialty chemicals.
Louis T. Rosso Director of Allergan. Chairman Emeritus of Beckman
2525 Dupont Drive Coulter, Inc., a manufacturer of laboratory
Irvine, CA 92612 INSTRUMENTS.
Leonard D. Schaeffer Director of Allergan. Chairman of the Board of Blue
2525 Dupont Drive Cross of California, a health insurance organization,
Irvine, CA 92612 and Chairman and Chief Executive Officer of Wellpoint
Health Networks, Inc., a health insurance organization.
Anthony H. Wild, Ph.D. Director of Allergan. Founding Partner and Chief
2525 Dupont Drive Executive Officer of MedPointe Capital Partners, LLC, a
Irvine, CA 92612 specialty pharmaceutical private equity firm.
(Page 11 of 12 pages)
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SCHEDULE B
BENFICIAL OWNERSHIP OF ISSUER'S CLASS A COMMON STOCK BY EXECUTIVE
OFFICERS AND DIRECTORS OF ALLERGAN, INC.
The following table sets forth certain information regarding the
ownership of the Issuer's Class A Common Stock as of March 9, 2001 by each
executive officer and director of Allergan, Inc.:
BENEFICIAL OWNER BENEFICIAL OWNERSHIP[(1)]
---------------- --------------------------
NUMBER OF PERCENT OF
SHARES TOTAL
--------- ----------
David E. I. Pyott......................................... 500 *
F. Michael Ball........................................... 20 *
Eric K. Brandt............................................ 0 *
David A. Fellows.......................................... 88 *
Lester J. Kaplan, Ph.D.................................... 579 *
George M. Lasezkay, Pharm.D., J.D......................... 0 *
Nelson R. A. Marques...................................... 0 *
James V. Mazzo............................................ 1 *
Jacqueline Schiavo........................................ 127 *
Francis R. Tunney, Jr..................................... 304 *
Herbert W. Boyer, Ph.D.................................... 165 *
Ronald M. Cresswell, Hon. D.Sc., F.R.S.E.................. 0 *
Handel E. Evans........................................... 101 *
Michael R. Gallagher...................................... 0 *
William R. Grant.......................................... 200 *
Gavin S. Herbert.......................................... 0 *
Karen R. Osar............................................. 0 *
Louis T. Rosso............................................ 96 *
Leonard D. Schaeffer...................................... 60 *
Anthony H. Wild, Ph.D..................................... 0 *
----- ---
All executive officer and directors as a group (20 persons) 2,241
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* Less than one percent
(1) Includes beneficial ownership of the following numbers of shares that
may be acquired within 60 days of March 9, 2001:
(Page 12 of 12 pages)