What about this crap ???? it reverts back to the 7/31/01 S-3 This is from the other 424b2 filed on friday which I cant tell the difference between the 11/14/2001 424b2. and there is a whole host of others in the preceding months, 10 Q was vague on # actually resold or converted, from the 12 mil S-3 do you have a running tally ??? A decent number of warrants at .25 but the bulk of the outstanding seems to be at higher than current pps levels ???Many have already been issued just as well from a quick skim thru this. It may explain all the shares for sale w/ no movement and/or reason for large short position relative to daily volume ??? I hate this friggin crap, dont see the reason for the duplication of the prospectus. Thoughts ???? List of sellers at end..........
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 14, 2001
11,049,991 SHARES OF COMMON STOCK
[PEREGRINE LOGO]
We are filing this Prospectus Supplement to inform you that Biotechnology Development, Ltd., a Nevada limited partnership ("BTD"), one of the selling stockholders identified on page 8 of the Prospectus to which this Prospectus Supplement relates, has assigned and transferred the following to David E. Legere and Patricia A. Legere, as joint tenants with rights of survivorship, who are limited partners of BTD:
o up to 400,000 shares of our common stock that are issuable to BTD on or before January 25, 2005, at an exercise price of $0.25 per share, upon the exercise of an outstanding warrant previously issued to BTD in connection with the January 2000 private placement; and
o up to 800,000 shares of our common stock that are issuable to BTD on or before January 13, 2005, at an exercise price of $0.25 per share, upon the exercise of an outstanding warrant previously issued to BTD in connection with the January 2000 private placement.
As of the date of this Prospectus Supplement, the foregoing 1,200,000 shares of common stock represents less than 1% of our issued an outstanding common stock. David E. Legere and Patricia A. Legere, as joint tenants with rights of survivorship, are now the selling stockholder with respect to the foregoing shares of our common stock.
SELLING STOCKHOLDERS
The following table identifies the selling stockholders and indicates (i) the nature of any position, office or other material relationship that each selling stockholder has had with us during the past three years (or any of our predecessors or affiliates) and (ii) the number of shares of common stock owned by the selling stockholder prior to the offering, the number of shares to be offered for the selling stockholder's account and the number of shares and percentage of outstanding shares to be owned by the selling stockholder after completion of the offering.
--------------------------------- -------------------------------- ---------------------- ---------------------------- NAME OF REGISTERED SHARES BENEFICIALLY OWNED MAXIMUM NUMBER OF SHARES BENEFICIALLY OWNED SHAREHOLDER PRIOR TO OFFERING(1) SHARES TO BE SOLD AFTER OFFERING(2) --------------------------------- ----------------- -------------- ---------------------- -------------- ------------- Number Percent Number Percent --------------------------------- ----------------- -------------- ---------------------- -------------- -------------
SuperGen, Inc.(3) 4140 Dublin Blvd., Suite 200 Dublin, CA 64568 150,000 * 150,000 0 0% --------------------------------- ----------------- -------------- ---------------------- -------------- ------------- Edward J. Legere (4) 14272 Franklin Ave. Suite 100 Tustin, CA 92780 9,718,738 8.9% 8,623,809 1,094,929 1.01% --------------------------------- ----------------- -------------- ---------------------- -------------- ------------- Eric S. Swartz (5)(7) 300 Colonial Center Pkwy Suite 300 Roswell, GA 30076 2,528,343 2.4% 1,351,108 1,177,235 1.10% --------------------------------- ----------------- -------------- ---------------------- -------------- ------------- Michael C. Kendrick (6)(7) 300 Colonial Center Pkwy Suite 300 Roswell, GA 30076 1,492,307 1.4% 925,074 567,233 * --------------------------------- ----------------- -------------- ---------------------- -------------- -------------
* Represents less than 1%.
(1) Based on an aggregate of 102,549,513 shares of common stock issued and outstanding as of October 31, 2001.
(2) Assumes that all selling stockholders will resell all of the offered shares.
(3) Dr. Joseph Rubinfeld, the President & Chief Executive Officer of SuperGen, Inc., has voting and investment control with respect to these shares of our common stock. Dr. Rubinfeld disclaims beneficial ownership of such shares. SuperGen, Inc. has not had a material relationship with us or any of our affiliates within the past three years, other than as a result of the negotiation and execution of the License Agreement with us dated February 13, 2001.
(4) Mr. Legere is our President and Chief Executive Officer, and a director of our Company. Shares beneficially owned includes 3,318,738 shares currently issued and outstanding, and up to 6,400,000 shares which are issuable upon the exercise of outstanding warrants.
Of the 3,318,738 shares currently issued and outstanding: o 1,523,809 shares were issued to Biotechnology Development, Ltd., a Nevada limited partnership (BTD) controlled by Mr. Legere, pursuant to a Termination Agreement dated March 8, 1999 (the "BTD Termination Agreement", which is hereby incorporated by reference Exhibit 10.53 filed with our Annual Report on Form 10-K for the year ended April 30, 1999). BTD is the selling shareholder with respect to these shares; o 1,200,000 shares were purchased by BTD in a private placement we completed in January 2000 (the "January 2000 Private Placement", the transaction documents for which are hereby incorporated by reference to Exhibits 10.64 to 10.66 filed with our Quarterly Report on Form 10-Q for the quarter ended January 31, 2000). BTD is the selling shareholder with respect to these shares; and
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o 594,929 shares are held of record by Mr. Legere. The resale of these shares is not being registered hereby.
Of the 6,400,000 shares which may be issued upon the exercise of outstanding warrants: o up to 3,700,000 shares are issuable on or before December 1, 2005, at an exercise price of $3.00 per share, upon the exercise of a warrant issued to BTD in connection with the BTD Termination Agreement. BTD is the selling shareholder with respect to these underlying shares; o up to 1,000,000 shares are issuable on or before December 1, 2005, at an exercise price of $5.00 per share, upon the exercise of a warrant issued to BTD in connection with the BTD Termination Agreement. BTD is the selling shareholder with respect to these underlying shares; o up to 1,200,000 shares are issuable on or before January 25, 2005, at an exercise price of $0.25 per share, upon the exercise of a warrant issued to BTD in connection with the January 2000 Private Placement. BTD is the selling shareholder with respect to these underlying shares; and o up to 500,000 shares are issuable on or before March 31, 2003, at an exercise price of $1.00 per share, upon the exercise of a warrant issued to Mr. Legere. The resale of these shares is not being registered hereby.
(5) Mr. Eric S. Swartz has been a director in our Company since November 1999. Shares beneficially owned includes 1,556,765 shares currently issued and outstanding, and up to 971,578 shares which are issuable upon the exercise of outstanding warrants.
Of the 1,556,765 shares currently issued and outstanding: o 236,000 shares were originally purchased by Swartz Investments, LLC, in our January 2000 Private Placement, and subsequently assigned to Swartz Ventures, Inc., which is controlled by Mr. Swartz. Swartz Ventures, Inc. is the selling shareholder with respect to these shares; o 355,554 shares were originally issued to Dunwoody Brokerage Services, Inc. ("Dunwoody") subsequent to May 1, 2000 as placement agent fees under our equity line agreement with two institutional investors, and subsequently assigned to Mr. Swartz, who has a contractual right to one-half of the shares issued to Dunwoody under the equity line. Mr. Swartz is the selling shareholder with respect to these shares; o 610,001 shares were originally issued to Dunwoody prior to May 1, 2000 as placement agent fees under our equity line agreement, and subsequently assigned to Mr. Swartz. The resale of these shares is not being registered hereby. o 45,455 shares and 65,755 shares were issued to Dunwoody during August 2001 and September 2001, respectively, as placement agent fees under our equity line agreement. Mr. Swartz has a contractual right to one-half of the shares issued to Dunwoody under the equity line. The resale of these shares is not being registered hereby.
Of the 971,578 shares which may be issued upon the exercise of outstanding warrants: o up to 244,000 shares are issuable on or before January 25, 2005, at an exercise price of $0.25 per share, upon the exercise of a warrant originally issued to Swartz Investments, LLC, in connection with our January 2000 Private Placement and subsequently assigned to Mr. Swartz. Mr. Swartz is the selling shareholder with respect to these underlying shares; o up to 236,000 shares are issuable on or before January 25, 2005, at an exercise price of $0.25 per share, upon the exercise of a warrant originally issued to Swartz Investments, LLC, in connection with our January 2000 Private Placement and subsequently assigned to Swartz Ventures, Inc. Swartz Ventures, Inc. is the selling shareholder with respect to these underlying shares; o up to 35,554 shares are issuable on or before December 31, 2004, at exercise prices ranging from $0.99 to $2.707 per share, upon the exercise of warrants originally issued to Dunwoody subsequent to May 1, 2000 pursuant to the equity line agreement, and subsequently assigned to Mr. Swartz who has a contractual right to one-half of the warrants issued to Dunwoody. Mr. Swartz is the selling shareholder with respect to these underlying shares;
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o up to 69,904 shares are issuable on or before December 31, 2004, at exercise prices ranging from $0.2375 to $3.403 per share, upon the exercise of warrants originally issued to Dunwoody prior to May 1, 2000 pursuant to the equity line agreement, and subsequently assigned to Mr. Swartz. The resale of these shares is not being registered hereby; o up to 4,545 shares are issuable on or before December 31, 2004, at an exercise price of $1.65 per share, upon the exercise of warrants issued to Dunwoody during August 2001, pursuant to the equity line agreement. Mr. Swartz has a contractual right to one-half of the shares issued to Dunwoody under the equity line. The resale of these shares is not being registered hereby; o up to 6,575 shares are issuable on or before December 31, 2004, at an exercise price of $0.78 per share, upon the exercise of warrants issued to Dunwoody during September 2001, pursuant to the equity line agreement. Mr. Swartz has a contractual right to one-half of the shares issued to Dunwoody under the equity line. The resale of these shares is not being registered hereby; o up to 191,250 shares are issuable on or before November 19, 2004, at an initial exercise price of $0.46875 per share, upon the exercise of a warrant originally issued to Swartz Private Equity, LLC. on November 19, 1999, and subsequently assigned to Mr. Swartz, who has a contractual right to one-half of the warrants issued to Swartz Private Equity. The resale of these shares is not being registered hereby; and o up to 183,750 shares are issuable on or before November 19, 2004, at an initial exercise price of $0.46875 per share, upon the exercise of a warrant originally issued to Swartz Private Equity, LLC. on November 19, 1999, and subsequently assigned to Swartz Ventures, Inc. The resale of these shares is not being registered hereby.
(6) Mr. Michael C. Kendrick has not had a material relationship with us or any of our affiliates within the past three years, other than as a result of his affiliation with Swartz Investments, LLC, and Dunwoody. Shares beneficially owned includes 731,729 shares currently issued and outstanding, and up to 760,578 shares which are issuable upon the exercise of outstanding warrants.
Of the 731,729 shares currently issued and outstanding: o 163,200 shares were originally purchased by Swartz Investments, LLC in our January 2000 Private Placement, and subsequently assigned to Kendrick Capital Management, Inc., which is controlled by Mr. Kendrick. Kendrick Capital Management, Inc. is the selling shareholder with respect to these shares; o 156,800 shares were originally purchased by Swartz Investments, LLC in our January 2000 Private Placement, and subsequently assigned to Kendrick Ventures, Inc., which is controlled by Mr. Kendrick. Kendrick Ventures, Inc. is the selling shareholder with respect to these shares; o 249,520 shares were originally issued to Dunwoody Brokerage Services, Inc. ("Dunwoody") subsequent to May 1, 2000 as placement agent under our equity line agreement with two institutional investors, and subsequently assigned to Mr. Kendrick, who has a contractual right to one-half of the shares issued to Dunwoody. Mr. Kendrick is the selling shareholder with respect to these shares; o 51,000 shares are held in the name of Kendrick Capital Management, Inc. These shares were issued upon the exercise of a warrant originally issued to Swartz Private Equity, LLC on November 19, 1999, and subsequently assigned to Kendrick Capital Management, Inc. The resale of these shares is not being registered hereby; and o 45,454 shares and 65,755 shares were issued to Dunwoody during August 2001 and September 2001, respectively, as placement agent fees under our equity line agreement. Mr. Kendrick has a contractual right to one-half of the shares issued to Dunwoody under the equity line. The resale of these shares is not being registered hereby.
Of the 760,578 shares which may be issued upon the exercise of outstanding warrants: o up to 163,200 shares are issuable on or before January 25, 2005, at an exercise price of $0.25 per share, upon the exercise of a warrant originally issued to Swartz Investments, LLC, in connection with our January 2000 Private Placement and subsequently assigned to Kendrick Capital Management, Inc. Kendrick Capital Management, Inc. is the selling shareholder with respect to these underlying shares; o up to 156,800 shares are issuable on or before January 25, 2005, at an exercise price of $0.25 per share, upon the exercise of a warrant originally issued to Swartz Investments, LLC, in connection with our January 2000 Private Placement and subsequently assigned to Kendrick Ventures, Inc. Kendrick Ventures, Inc. is the selling shareholder with respect to these underlying shares;