UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
RIGEL PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
766559 10 8
(CUSIP Number)
Copy to:
Thomas S. Hodge David Wilson
Chief Operating Officer Heller Ehrman White & McAuliffe, LLP
Frazier Management, L.L.C. 701 Fifth Avenue, Suite 6100
Two Union Square Seattle, WA 98104
601 Union Street
Seattle, WA 98101
(206) 621-7200 (206) 447-0900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 5, 2004
(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 Rule 13d-1(e), 13d-1(f) or 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 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).
SCHEDULE 13D
CUSIP No. 766559 10 8
1 Name of Reporting Persons.
I.R.S.Identification Nos. of above persons (entities only).
FRAZIER HEALTHCARE II, L.P.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
00
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares?
Beneficially
Owned by 0
Each
Reporting
Person
With
8 Shared Voting Power
1,405,989
9 Sole Dispositive Power
0
10 Shared Dispositive Power
1,405,989
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,405,989
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13
Percent of Class Represented by Amount in Row (11)
7.9%
14
Type of Reporting Person (See Instructions)
OO
CUSIP No. 766559 10 8
1 Name of Reporting Persons.
I.R.S.Identification Nos. of above persons (entities only).
FHM II, L.L.C.
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares?
Beneficially
Owned by 0
Each
Reporting
Person
With
8 Shared Voting Power
1,405,989
9 Sole Dispositive Power
0
10 Shared Dispositive Power
1,405,989
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,405,989
12
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
7.9%
14
Type of Reporting Person (See Instructions)
OO
CUSIP No. 766559 10 8
1 Name of Reporting Persons.
I.R.S.Identification Nos. of above persons (entities only).
FRAZIER HEALTHCARE IV, L.P.
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares?
Beneficially
Owned by 0
Each
Reporting
Person
With
8 Shared Voting Power
1,405,989
9 Sole Dispositive Power
0
10 Shared Dispositive Power
1,405,989
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,405,989
12
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
7.9%
Type of Reporting Person (See Instructions)
PN
CUSIP No. 766559 10 8
1 Name of Reporting Persons.
I.R.S.Identification Nos. of above persons (entities only).
FRAZIER AFFILIATES IV, L.P..
2 Check the Appropriate Box if a Member of a Group (
See Instructions)
(a)
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares?
Beneficially
Owned by 0
Each
Reporting
Person
With
8 Shared Voting Power
1,405,989
9 Sole Dispositive Power
0
10 Shared Dispositive Power
1,405,989
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,405,989
12
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
7.9%
14
Type of Reporting Person (See Instructions)
PN
CUSIP No. 766559 10 8
1 Name of Reporting Persons.
I.R.S.Identification Nos. of above persons (entities only).
FHM IV, L.P.
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares?
Beneficially
Owned by 0
Each
Reporting
Person
With
8 Shared Voting Power
1,405,989
9 Sole Dispositive Power
0
10 Shared Dispositive Power
1,405,989
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,405,989
12
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
7.9%
14
Type of Reporting Person (See Instructions)
PN
CUSIP No. 766559 10 8
1 Name of Reporting Persons.
I.R.S.Identification Nos. of above persons (entities only).
FHM IV, L.L.C.
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
------
Number of 7 Sole Voting Power
Shares?
Beneficially
Owned by 0
Each
Reporting
Person
With
8 Shared Voting Power
1,405,989
9 Sole Dispositive Power
0
10 Shared Dispositive Power
1,405,989
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,405,989
12
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
7.9%
14
Type of Reporting Person (See Instructions)
OO
CUSIP No. 766559 10 8
1 Name of Reporting Persons.
I.R.S.Identification Nos. of above persons (entities only).
FRAZIER MANAGEMENT, L.L.C.
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares?
Beneficially
Owned by 0
Each
Reporting
Person
With
8 Shared Voting Power
1,405,989
9 Sole Dispositive Power
0
10 Shared Dispositive Power
1,405,989
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,405,989
12
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
7.9%
14
Type of Reporting Person (See Instructions)
OO
CUSIP No. 766559 10 8
1 Name of Reporting Persons.
I.R.S.Identification Nos. of above persons (entities only).
FRAZIER & COMPANY, INC.
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Washington
Number of 7 Sole Voting Power
Shares?
Beneficially
Owned by 3,976
Each
Reporting
Person
With
8 Shared Voting Power
1,405,989
9 Sole Dispositive Power
3,976
10 Shared Dispositive Power
1,405,989
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,409,965
12
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
7.9%
14
Type of Reporting Person (See Instructions)
CO
CUSIP No. 766559 10 8
1 Name of Reporting Persons.
I.R.S.Identification Nos. of above persons (entities only).
ALAN D. FRAZIER
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of 7 Sole Voting Power
Shares
Beneficially
Owned by 6,812(1)
Each
Reporting
Person
With
8 Shared Voting Power
1,405,989
9 Sole Dispositive Power
6,812(1)
10 Shared Dispositive Power
1,405,989
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,412,801(1)
12
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
7.9%
14
Type of Reporting Person (See Instructions)
IN
(1) Includes 2,836 shares of common stock issuable
pursuant to stock options
exercisable within 60 days of April 5, 2004.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock of the Issuer. The
Issuer's principal executive offices are located at 1180 Veterans Blvd., South
San Francisco, California, 94080.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (f) This statement is being filed by Frazier Healthcare II, L.P.,
a Delaware limited partnership ("FH II"),
FHM II, L.L.C., a Delaware limited liability company ("FH II GP"),
Frazier Healthcare IV, L.P., a Delaware limited partnership ("FH IV"),
Frazier Affiliates IV, L.P., a Delaware limited partnership ("FA IV"),
FHM IV, L.P., a Delaware limited partnership ("FHM IV GPLP"),
FHM IV, L.L.C., a Delaware limited liability company ("FHM IV GPLLC"),
Frazier Management, L.L.C., a Delaware limited liability company ("FM"),
Frazier & Company, Inc., a Washington corporation
("F&Co.") and Alan D. Frazier ("AF"), a natural person and a citizen of
the United States (collectively, the "Reporting Persons").
FH II GP is the general partner of FH II. F&Co. is the managing member
of FM, which in turn is the managing member of FH II GP.
FHM IV GPLLC is the general partner of FHM IV GPLP, which in turn is
the general partner of both FH IV and FA IV. AF is a member of FHM IV GPLLC. AF
is the controlling shareholder of F&Co. and serves as a director of the Issuer.
FM serves as the management company of FH IV and FA IV. F&Co. also is a limited
partner of FH IV.
(b) The address of the principal business and principal office of the
Reporting Persons is Two Union Square, 601 Union Street, Suite 3200 Seattle,
Washington, 98101.
(c) FH II, FA IV and FH IV are venture capital funds concentrating in
healthcare and related fields. The principal business of FH II GP, FHM IV GPLP
and FHM IV GPLLC is to serve as general partner entities to venture capital
funds. The principal business of FM is to provide management services to venture
capital funds. F&Co. is a family holding company for AF. AF is a venture
capitalist.
(d) During the five years prior to the date hereof, none of the
Reporting Persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the five years prior to the date hereof, none of the
Reporting Persons has been a party to a civil proceeding ending in 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the Issuer's public offering of shares of its common
stock pursuant to effective registration statements Nos. 333-111777 and
333-106942 and the Underwriting Agreement dated February 19, 2004, by and among
the Issuer, the Selling Shareholders (as defined therein) and the Underwriters
(as defined therein), filed as Exhibit 1.1 to Form 8-K, filed by the Issuer on
February 20, 2004, FH IV sold 67,819 shares of common stock and FA IV sold 344
shares of common stock, as Selling Shareholders at a price of $18.80 per share.
On March 19, 2004, upon exercise by the Underwriters of an option to cover
over-allotments, FH IV sold 6,819 shares of common stock and FA IV sold 35
shares of common stock, each at a price of $18.80 per share.
On February 24, 2004 FH IV net-issue exercised a warrant to purchase
259,101 shares of common stock of Issuer, which resulted in the issuance of
195,733 shares of common stock. In addition, FA IV also net-issue exercised a
warrant to purchase 1,315 shares of common stock of Issuer, which resulted in
the issuance of 993 shares of common stock. The warrant exercise price for each
was $5.76 per share.
On April 5, 2004 FH IV completed a prorata distribution of 497,475
shares of common stock of Issuer to its partners. In connection with the prorata
distribution, an aggregate of 2,294 shares of common stock of Issuer were
distributed to F&Co. On April 5, 2004 FA IV sold 2,524 shares of common stock of
Issuer at price of $22.76 per share.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons have acquired and disposed of shares of common
stock of Issuer for investment purposes and, through representation on the
Issuer's board of directors, to influence the management policies and control of
the Issuer, with the purpose of increasing the value of the Issuer and the
investment. AF is a director of the Issuer.
Depending on market conditions, continuing evaluation of the business
and prospects of the Issuer and other factors, the Reporting Persons may dispose
of or acquire additional shares of the common stock of Issuer or pursue
strategic transactions as opportunities arise.
Except as set forth above, the Reporting Persons have no present plans
or intentions which would result in or relate to any of the transactions
described in Item 4 of this Amendment No. 1 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) FH IV is the record holder of 919,927 shares of common stock of
Issuer, FA IV is the record holder of 4,665 shares of common stock of Issuer, FH
II is the record holder of 481,397 shares of common stock of Issuer and F&Co. is
the record holder of 3,976 shares of common stock of Issuer. AF is the record
holder of 10,556 options to purchase common stock of the Issuer, 2,836 of which
are exercisable within 60 days of April 5, 2004. No other Reporting Persons are
record holders of securities of the Issuer.
By virtue of the relationships among the Reporting Persons, each may be
deemed to share voting power and dispositive power of the shares of common stock
and stock options held of record by each of the Reporting Persons. Therefore, as
of the date hereof, each of the Reporting Persons may be deemed to beneficially
own an aggregate of 1,409,965 shares of common stock and options to purchase
2,836 shares of common stock, which is equal to 7.9% of the Company's issued and
outstanding shares of common stock. Each of the Reporting Persons expressly
disclaim beneficial ownership of any shares of common stock or options to
purchase common stock, except for such securities for which such Reporting
Person is the holder of record.
(b) Each of the Reporting Persons may be deemed to share voting power
and dispositive power of the 1,409,965 shares of common stock and stock options
held of record by each of the Reporting Persons. AF is the president and
controlling shareholder of F&Co., the record holder of 3,976 shares of common
stock of Issuer. AF is the holder of options to purchase 2,836 shares of common
stock of Issuer exercisable within 60 days of April 5, 2004.
(c) On February 20, 2004, FH IV sold 67,819 shares of common stock and
FA IV sold 344 shares of common stock, as Selling Shareholders at a price of
$18.80 per share. On March 19, upon exercise by the Underwriters of an option to
cover over-allotments, FH IV sold 6,819 shares of common stock and FA IV sold 35
shares of common stock, each at a price of $18.80 per share. On February 24,
2004 FH IV exercised a warrant to purchase 259,101 shares of common stock of
Issuer and FA IV exercised a warrant to purchase 1,315 shares, each at $5.76 per
share. On April 5, 2004 FH IV completed a prorata distribution of 497,475 shares
of common stock of Issuer to its partners and sold 2,524 shares of common stock
of Issuer at a price of $22.76 per share. In connection with the prorata
distribution, an aggregate of 2,294 shares of common stock of Issuer were
distributed to F&Co. No other transactions were effected by the Reporting
Persons in the last sixty days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or any proceeds from the sale of, any
securities beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information provided in Schedule 13D filed by the Reporting Persons
on July 7, 2003 together with the information provided in this Amendment No. 1
to Schedule 13D is hereby incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 9, 2004
FRAZIER HEALTHCARE II, L.P.
By: FHM II, L.L.C.
Its General Partner
By: Frazier Management, L.L.C.
Its Managing Member
By: Frazier & Company, Inc.
Its Managing Member
By: /s/ Alan D. Frazier
Alan D. Frazier
President
FHM II, L.L.C.
By: Frazier Management, L.L.C.
Its Managing Member
By: Frazier & Company, Inc.
Its Managing Member
By: /s/ Alan D. Frazier
Alan D. Frazier
President
FRAZIER HEALTHCARE IV, L.P.
By: FHM IV, L.P.
Its General Partner
By: FHM IV, L.L.C.
Its General Partner
By: /s/ Alan D. Frazier
Alan D. Frazier
Title: Member
FRAZIER AFFILIATES IV, L.P.
By: FHM IV, L.P.
Its General Partner
By: FHM IV, L.L.C.
Its General Partner
By: /s/ Alan D. Frazier
Alan D. Frazier
Title: Member
FHM IV, L.P.
By: FHM IV, L.L.C.
Its General Partner
By: /s/ Alan D. Frazier
Alan D. Frazier
Title: Member
FHM IV, L.L.C.
By: /s/ Alan D. Frazier
Alan D. Frazier
Title: Member
FRAZIER MANAGEMENT, L.L.C.
By: Frazier & Company, Inc.
Its Managing Member
By: /s/ Alan D. Frazier
Alan D. Frazier
President
FRAZIER & COMPANY, INC.
By: /s/ Alan D. Frazier
Alan D. Frazier, President
Director and Shareholder
ALAN D. FRAZIER
/s/ Alan D. Frazier