ABBOTT LABORATORIES — Major Shareholding Notification 2000

Jan 5, 2000

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ___) SuperGen, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 637184 10 - 8 - -------------------------------------------------------------------------------- (CUSIP Number) Jose M. de Lasa Senior Vice President, Secretary and General Counsel Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064-3500 (847) 937-6100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 21, 1999 - -------------------------------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box / / Page 1 of 12 CUSIP NO.:637184 10 -8 13D 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abbott Laboratories (# 36-0698440) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) () (b) () - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) () - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 24,156,971 shares of Common Stock NUMBER OF --------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 24,156,971 shares of Common Stock PERSON --------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,156,971 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES () - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 2 of 12 ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, par value $0.001 per share (the "Common Stock") of SuperGen, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 2 Annabel Lane, Suite 220, San Ramon, California 94583. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This statement is being filed by Abbott Laboratories, an Illinois corporation ("Abbott"). Abbott's principal offices are located at 100 Abbott Park Road, Abbott Park, Illinois 60064. Abbott's principal business is the discovery, development, manufacture and sale of a broad and diversified line of health care products and services. The names, business addresses and principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each of the persons specified by Instruction C of the Schedule 13D is set forth on Schedule 1 hereto. (d) - (e) To the knowledge of Abbott, neither Abbott nor any of the persons specified in Schedule 1 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) See (a) - (c) above. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Issuer granted Abbott an option (the "Option") under the Common Stock and Option Purchase Agreement made as of December 21, 1999 between the Issuer and Abbott (the "Equity Agreement"). The aggregate purchase price for the 24,156,971 shares of Common Stock (the "Shares") that currently are subject to the Option is $2,053,342,535. The anticipated source of the funds required to purchase the Shares is the working capital of Abbott. ITEM 4. PURPOSE OF THE TRANSACTION On December 21, 1999, the Issuer and Abbott executed the Equity Agreement and a Worldwide Sales, Distribution, and Development Agreement (the "Worldwide Agreement"). Under the terms of the Equity Agreement and the Worldwide Agreement, Abbott will make an initial equity investment in the Issuer. Additional equity investments, cash milestones and option exercises are contemplated over the life of the agreements. Pursuant to the Worldwide Agreement, Abbott will have exclusive distribution and promotion rights with respect to rubitecan outside the United States and co-promotion rights with the Issuer within the United States. Rubitecan is an oral chemotherapy compound in the camptothecin class and is currently in Phase III studies for the treatment of pancreatic cancer. Page 3 of 12 Abbott intends to monitor its interests in the Issuer on an ongoing basis and to take such measures as it deems appropriate from time to time in furtherance of such interests. Subject to the limitations set forth in the Equity Agreement and the Worldwide Agreement, Abbott may from time to time acquire additional shares of Common Stock, dispose of some or all of the shares of Common Stock then beneficially owned by it, discuss the Issuer's business, operations, or other affairs with the Issuer's management, board of directors, stockholders or others or take such other actions as Abbott may deem appropriate. Notwithstanding the foregoing, except as described in this Item 4 or in Item 6 below, Abbott has no present plan or proposal which relates to or would result in any of the matters referred to in Items (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Abbott may be deemed to be the beneficial owner of the 24,156,971 Shares which currently are subject to the Option. Upon exercise of the Option, the shares covered by the Option will represent 49% of the total outstanding shares of Common Stock. This is discussed in greater detail in Item 6. (b) After exercising the Option and at such time as any additional shareholder approval is obtained for the issuance of the additional Shares, Abbott will have the sole power to vote and to dispose of all 24,156,971 of the Shares. (c) Other than the execution of the Equity Agreement on December 21, 1999, Abbott has not effected any transactions in the Common Stock in the past 60 days. (d) - (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER Reference is made to Item 4 above. The following summary of the principal terms of the Equity Agreement does not purport to be complete and reference is made to the full text of the agreements which are filed as exhibits to this statement and are incorporated herein by this reference. A. STOCK AND OPTION PURCHASE AGREEMENT (the "Equity Agreement") The Equity Agreement: (i) obligates Abbott to buy and the Issuer to sell up to $81,500,000 worth of the Issuer's Common Stock (the "Shares") and (ii) grants to Abbott an option to purchase (the "Option") up to forty-nine percent (49%) of the outstanding shares of Common Stock at the time of exercise of the Option. The exercise price of the Option is $85 per share and is subject to adjustment under Section 5.7 of the Equity Agreement. The Option is exercisable in whole or in part at any time or from time to time prior to March 31, 2003. As of December 21, 1999, the Issuer had 25,142,970 shares of Common Stock Page 4 of 12 outstanding. As a result, if Abbott were to exercise the Option to the full extent, then it would be the owner of 49% of the outstanding shares of Common Stock, giving Abbott a total of 24,156,971 shares of Common Stock. The number of shares that are subject to the Option will change from time to time as the number of outstanding shares of Common Stock changes. Subject to the terms and conditions of the Equity Agreement, the purchase and sale of the Shares will be completed in up to nine (9) tranches (each a "Tranche," the closing date for each Tranche is referred to as a "Tranche Closing Date"), at a cash price per share that will be based upon the average of the closing bid prices of the Issuer's Common Stock over a specified number of days including the Relevant Date. Relevant Date means, (i) in the case of the first Tranche, the business day upon which the Issuer announces the execution of the Worldwide Sales, Distribution and Development Agreement between the Issuer and Abbott (the "Worldwide Agreement"); (ii) in the case of the second Tranche, the business day upon which the condition set forth in Section 5.1(b) of the Worldwide Agreement is first satisfied; (iii) in the case of the third Tranche, the business day upon which the condition set forth in Section 5.1(b) of the Worldwide Agreement is next satisfied; (iv) in the case of the fourth Tranche, the business day upon which the condition set forth in Section 5.1(c)(i) of the Worldwide Agreement is satisfied; (v) in the case of the fifth Tranche, the business day upon which the condition set forth in Section 5.1(c)(ii) of the Worldwide Agreement is satisfied; (vi) in the case of the sixth Tranche (which may be bifurcated into two (2) separate Tranches), the business day, or the respective business days, upon which the condition(s) set forth in Section 5.1(h) of the Worldwide Agreement is/are satisfied; (vii) in the case of the seventh Tranche (which may be bifurcated into two (2) separate Tranches), the business day, or the respective business days, upon which the condition(s) set forth in Section 5.1(j) of the Worldwide Agreement is/are satisfied; (viii) in the case of the eighth Tranche, the business day upon which the condition set forth in Section 5.1(n) of the Worldwide Agreement is satisfied; and (ix) in the case of the ninth Tranche, the business day upon which the condition set forth in Section 5.1(p) of the Worldwide Agreement is satisfied. The number of Shares to be purchased in each Tranche will be that number of Shares which, at the purchase price specified above, are valued as near as possible to the dollar value set forth in the corresponding section of the Worldwide Agreement (which, for purposes of the first Tranche, is Section 5.1(a)). No fractions of any Shares will be allotted pursuant to the Equity Agreement and the obligations of Abbott to purchase Shares will be rounded down to the nearest whole number of Shares. Purchase and sale of the Shares for the first Tranche will take place in accordance with the provisions of Section 5.1(a) of the Worldwide Agreement at a closing to occur upon the satisfaction of all of the conditions set forth in Sections 6.1 and 6.2 of the Equity Agreement and Section 16.13 of the Worldwide Agreement; the purchase and sale of the Shares for the second Tranche will take place at a closing to occur on the fifth business day following the first satisfaction of the condition set forth in Section 5.1(b) of the Worldwide Agreement; the purchase and sale of the Shares for the third Tranche will take place at a closing to occur on the fifth business day following the next satisfaction of the condition set forth in Section 5.1(b) of the Worldwide Agreement; the purchase and sale of the Shares for the fourth Tranche will take place at a closing to occur on the fifth business day following satisfaction of the condition set forth in Section 5.1(c)(i) of the Worldwide Agreement; the purchase and sale of the Shares for the fifth Tranche will take place at a closing to occur on the fifth business day following satisfaction of the condition set forth in Section 5.1(c)(ii) of the Worldwide Agreement; the purchase and sale of the Shares for the sixth Tranche will take place at a closing to occur on the fifth business day following satisfaction of the condition set forth in Section 5.1(h) of the Worldwide Agreement (provided Page 5 of 12 that if the sixth Tranche is bifurcated into two (2) Tranches in accordance with the terms of Section 5.1(h) of the Worldwide Agreement, each Tranche will take place at a closing to occur on the fifth business day following satisfaction of the relevant alternative condition set forth in Section 5.1(h) of the Worldwide Agreement); the purchase and sale of the Shares for the seventh Tranche will take place at a closing to occur on the fifth business day following satisfaction of the condition set forth in Section 5.1(j) of the Worldwide Agreement (provided that if the seventh Tranche is bifurcated into two (2) Tranches in accordance with the terms of Section 5.1(j) of the Worldwide Agreement, each Tranche will take place at a closing to occur on the fifth business day following satisfaction of the relevant alternative condition set forth in Section 5.1(j) of the Worldwide Agreement); the purchase and sale of the Shares for the eighth Tranche will take place at a closing to occur on the fifth business day following satisfaction of the condition set forth in Section 5.1(n) of the Worldwide Agreement; and the purchase and sale of the Shares for the ninth Tranche will take place at a closing to occur on the fifth business day following satisfaction of the condition set forth in Section 5.1(p) of the Worldwide Agreement. Each closing of a purchase of shares of Common Stock under the Option (an "Option Closing") will occur at the offices of the Company at 9:00 a.m. California time (or such other time and place as may be agreed by the parties) on a date designated by Purchaser in an Exercise Notice delivered not less than five (5) and not more than twenty (20) business days prior to the date of such Option Closing. B. Registration Rights Agreement If requested in writing by Abbott, the Issuer agrees to enter into a registration rights agreement, in the form attached to the Equity Agreement as Exhibit 5.10 (and attached to this Schedule 13D as Exhibit 99.2, prior to Abbott's sale of any of the Shares acquired under the Equity Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

• ----------------- * Portions of these documents have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 6 of 12 SCHEDULE 1 Information Concerning Executive Officers and Directors of Abbott Laboratories The current corporate officers and directors of Abbott Laboratories are listed below. The address of Abbott Laboratories is: Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-3500. Abbott Laboratories does not consider all of its corporate officers to be executive officers as defined by the Securities Exchange Act of 1934 or Releases thereunder. Unless otherwise indicated, all positions set forth below opposite an individual's name refer to positions within Abbott Laboratories, and the business address listed for each individual not principally employed by Abbott Laboratories is also the address of the corporation or other organization which principally employs that individual.

Page 7 of 12

Page 8 of 12

Page 9 of 12

Page 10 of 12

Page 11 of 12 (1) Pursuant to Item 401(b) of Regulation S-K Abbott has identified these persons as "executive officers" within the meaning of Item 401(b). Page 12 of 12 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. Dated: January 5, 2000 ABBOTT LABORATORIES By: /s/ Gary P. Coughlan - -------------------------------------- Name: Gary P. Coughlan Title: Senior Vice President, Finance and Chief Financial Officer