-----------------------------
OMB APPROVAL
-----------------------------
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response.........11
-----------------------------
Schedule 13D
Cusip No. 812578102
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Seattle Genetics, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
------------------------------------------------
(Title of Class of Securities)
812578102
------------------------------------------------
(CUSIP Number)
Phillip Isom, Esq.
O'Melveny & Myers LLP
7 Times Square
New York, NY 10036
Telephone: (212) 408-2418
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 8, 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-l(e), 13d-l(f) or 13d-l(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 this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Exchange Act") or otherwise subject to the liabilities of that section of the
Exchange Act but shall be subject to all other provisions of the Exchange Act
(however, see the Notes)
Page 1 of 37
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners (BHCA), L.P.
13-3371826
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 5,760,349 (includes shares of
WITH Series A Convertible Preferred Stock)
----------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------
9 SOLE DISPOSITIVE POWER
5,760,349 (includes shares of
Series A Convertible Preferred Stock)
----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,760,349 (includes shares of Series A Convertible Preferred Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(1) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
--------
(1) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 2 of 37
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors, L.P.
13-4197054
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 912,791 (includes shares of Series A
WITH Convertible Preferred Stock)
----------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------
9 SOLE DISPOSITIVE POWER
912,791 (includes shares of Series A
Convertible Preferred Stock)
----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,791 (includes shares of Series A Convertible Preferred Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(2) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
--------
(2) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 3 of 37
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors A, L.P.
26-0032493
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 124,436 (includes shares of Series A
WITH Convertible Preferred Stock)
----------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------
9 SOLE DISPOSITIVE POWER
124,436 (includes shares of Series A
Convertible Preferred Stock)
----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,436 (includes shares of Series A Convertible Preferred Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(3) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
--------
(3) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 4 of 37
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors (Cayman), L.P.
13-4197057
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 463,298 (includes shares of Series A
WITH Convertible Preferred Stock)
----------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------
9 SOLE DISPOSITIVE POWER
463,298 (includes shares of Series A
Convertible Preferred Stock)
----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,298 (includes shares of Series A Convertible Preferred Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(4) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
--------
(4) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 5 of 37
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners Global Investors (Cayman) II, L.P.
26-0005546
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 51,626 (includes shares of Series A
WITH Convertible Preferred Stock)
----------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------
9 SOLE DISPOSITIVE POWER
51,626 (includes shares of Series A
Convertible Preferred Stock)
----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,626 (includes shares of Series A Convertible Preferred Stock)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(5) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
--------
(5) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 6 of 37
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Julian C. Baker
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON -0-
WITH ----------------------------------------------
8 SHARED VOTING POWER
7,312,500
----------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------
10 SHARED DISPOSITIVE POWER
7,312,500
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,312,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
Page 7 of 37
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Felix J. Baker
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON -0-
WITH ----------------------------------------------
8 SHARED VOTING POWER
7,312,500
----------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------
10 SHARED DISPOSITIVE POWER
7,312,500
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,312,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
Page 8 of 37
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delphi Ventures VI, L.P.
42-1561726
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 0
WITH ----------------------------------------------
8 SHARED VOTING POWER
2,227,725 (includes 1,980,200 shares
of Common Stock issuable upon
conversion of the Series A
Convertible Preferred Stock and
247,525 shares of Common Stock
issuable upon exercise of the
Warrants)
----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------
10 SHARED DISPOSITIVE POWER
2,227,725 (includes 1,980,200 shares
of Common Stock issuable upon
conversion of the Series A
Convertible Preferred Stock and
247,525 shares of Common Stock
issuable upon exercise of the
Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,227,725 (includes 1,980,200 shares of Common Stock issuable upon
conversion of the Series A Convertible Preferred Stock and 247,525
shares of Common Stock issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(6) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
--------
(6) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 9 of 37
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delphi BioInvestments VI, L.P.
04-3760672
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 0
WITH ----------------------------------------------
8 SHARED VOTING POWER
22,275 (includes 19,800 shares of
Common Stock issuable upon
conversion of the Series A
Convertible Preferred Stock and
2,475 shares of Common Stock
issuable upon exercise of the
Warrants)
----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------
10 SHARED DISPOSITIVE POWER
22,275 (includes 19,800 shares of
Common Stock issuable upon
conversion of the Series A
Convertible Preferred Stock and
2,475 shares of Common Stock
issuable upon exercise of the
Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,275 (includes 19,800 shares of Common Stock issuable upon conversion
of the Series A Convertible Preferred Stock and 2,475 shares of Common
Stock issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(7) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
--------
(7) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 10 of 37
Schedule 13D
Cusip No. 812578102
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Delphi Management Partners VI, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING PERSON 0
WITH ----------------------------------------------
8 SHARED VOTING POWER
2,250,000 (includes 2,000,000 shares
of Common Stock issuable upon
conversion of the Series A
Convertible Preferred Stock and
250,000 shares of Common Stock
issuable upon exercise of the
Warrants)
----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------
10 SHARED DISPOSITIVE POWER
2,250,000 (includes 2,000,000 shares
of Common Stock issuable upon
conversion of the Series A
Convertible Preferred Stock and
250,000 shares of Common Stock
issuable upon exercise of the
Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,000 (includes 2,000,000 shares of Common Stock issuable upon
conversion of the Series A Convertible Preferred Stock and 250,000
shares of Common Stock issuable upon exercise of the Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(8) |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
--------
(8) The Reporting Person above is party to a voting agreement contained in the
Investors Rights Agreement described herein. As a result, the parties to the
Investors Rights Agreement may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act")
with respect to 16,875,000 shares of Common Stock (defined herein), representing
29.6% of the outstanding voting power of the Issuer. The Reporting Person above
disclaims beneficial ownership of any securities held by any other Reporting
Person and the filing of this Statement on Schedule 13D shall not be deemed an
admission that the Reporting Person above and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder.
Page 11 of 37
Schedule 13D
Cusip No. 812578102
Item 1. Security and Issuer.
The class of equity securities to which this statement (this
"Statement") relates is the Common Stock, par value $0.001 per share
(the "Common Stock") of Seattle Genetics, Inc., a Delaware corporation
(the "Issuer" or "Company"). The Issuer's principal executive offices
are located at 21823 -- 30th Drive S.E., Bothell, WA 98021.
Item 2. Identity and Background.
JPMP Reporting Persons
This Statement is being filed by: (i) J.P. Morgan Partners (BHCA),
L.P., a limited partnership organized under the laws of Delaware ("JPMP
(BHCA)"), whose principal office is located at 1221 Avenue of the
Americas, New York, NY 10020, (ii) J.P. Morgan Partners Global
Investors, L.P., a limited partnership organized under the laws of
Delaware ("JPMP Global"), whose principal office is located at the same
address as JPMP (BHCA), (iii) J.P. Morgan Partners Global Investors A,
L.P., a limited partnership organized under the laws of Delaware ("JPMP
Global A"), whose principal office is located at the same address as
JPMP (BHCA), (iv) J.P. Morgan Partners Global Investors (Cayman), L.P.,
a limited partnership organized under the laws of the Cayman Islands
("JPMP Cayman"), whose principal office is located at the same address
as JPMP (BHCA), and (v) J.P. Morgan Partners Global Investors (Cayman)
II, L.P. a limited partnership organized under the laws of the Cayman
Islands ("JPMP Cayman II" and collectively with JPMP (BHCA), JPMP
Global, JPMP Global A and JPMP Cayman, the "JPMP Reporting Persons"),
whose principal office is located at the same address as JPMP (BHCA).
JPMP (BHCA) is engaged in the venture capital, private equity and
leveraged buyout business. The general partner of JPMP (BHCA) is JPMP
Master Fund Manager, L.P., a Delaware limited partnership ("JPMP Master
Fund"), whose principal business office is located at the same address
as JPMP (BHCA), and is also engaged directly and indirectly (through
affiliates) in the venture capital, private equity and leveraged buyout
business.
JPMP Global, JPMP Global A, JPMP Cayman and JPMP Cayman II
(collectively, the "Global Fund Entities") are also engaged in the
venture capital, private equity and leveraged buyout business. The
general partner of each of the Global Fund Entities is JPMP Global
Investors, L.P., a Delaware limited partnership ("JPMP Investors"),
whose principal place of business is located at the same address as
JPMP (BHCA). JPMP Investors is engaged indirectly in the venture
capital, private equity and leveraged buyout business as general
partner of each of the Global Fund Entities.
Page 12 of 37
The general partner of each of JPMP Master Fund and JPMP Investors is
JPMP Capital Corp., a New York corporation ("JPMP Capital Corp."),
whose principal business office is located at the same address as JPMP
(BHCA), and is also engaged directly and indirectly (through
affiliates) in the venture capital, private equity and leveraged buyout
business. Set forth in Schedule A hereto and incorporated herein by
reference are the names, business addresses, principal occupations and
employments of each executive officer and director of JPMP Capital
Corp.
JPMP Capital Corp. is a wholly owned subsidiary of J.P. Morgan Chase &
Co., a Delaware Corporation ("JP Morgan Chase") which is engaged
(primarily through subsidiaries) in the commercial banking business
with its principal office located at 270 Park Avenue, New York, NY
10018. Set forth in Schedule B hereto and incorporated herein by
reference are the names, business addresses, principal occupations and
employments of each executive officer and director of JP Morgan Chase.
Baker Reporting Persons
This Statement is also being filed by: (i) Julian C. Baker and (ii)
Felix J. Baker, each of whom is a United States citizen whose principal
office is located at 667 Madison Avenue, New York, NY 10021
(collectively, the "Baker Reporting Persons"). Set forth below is
certain information with respect to the Baker Reporting Persons:
Name Present Principal Occupation
---- ----------------------------
Julian C. Baker Managing Member, Baker Bros. Advisors, LLC (an entity
engaged in investment activities)
Felix J. Baker Managing Member, Baker Bros. Advisors, LLC (an entity
engaged in investment activities)
Delphi Reporting Persons
This Statement is also being filed by: (i) Delphi Ventures VI, L.P., a
limited partnership organized under the laws of Delaware ("Delphi
Ventures"), whose principal office is located at 3000 Sand Hill Road,
Building 1, Suite 135, Menlo Park, CA 94025, (ii) Delphi BioInvestments
VI, L.P., a limited partnership organized under the laws of Delaware
("Delphi BioInvestments"), whose principal office is located at the
same address as Delphi Ventures, and (iii) Delphi Management Partners
VI, L.L.C., a Delaware limited liability company ("Delphi Management",
and together with Delphi Ventures and Delphi BioInvestments, the
"Delphi Reporting Persons") whose principal office is located at the
same address as Delphi Ventures.
The Delphi Reporting Persons are engaged in the venture capital
business. The general partner of each of Delphi Ventures and Delphi
BioInvestments is Delphi Management. Delphi Management is also engaged
indirectly (through affiliates) in the venture capital business. Set
forth in Schedule C hereto and incorporated herein by reference are the
names, business addresses, principal occupations and employments of
each managing member of Delphi Management.
Page 13 of 37
The Delphi Reporting Persons, the JPMP Reporting Persons and the Baker
Reporting Persons are collectively referred to herein as the "Reporting
Persons".
During the last five years, none of the Reporting Persons have been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or have been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in
their being 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 violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
JPMP Reporting Persons:
The funds provided by JPMP (BHCA) and the Global Fund Entities for the
purchase of the securities reported in Item 5 below were obtained from
the contributed capital and available working capital of JPMP (BHCA)
and the Global Fund Entities, which includes funds that are held
available for such purpose.
Baker Reporting Persons:
The funds used by the limited partnerships controlled by Julian C.
Baker and Felix J. Baker to purchase the securities reported in Item 5
below were provided from the available working capital of such limited
partnerships.
Delphi Reporting Persons:
The funds provided by Delphi Ventures and Delphi BioInvestments for the
purchase of the securities reported in Item 5 below were obtained from
the contributed capital and available working capital of Delphi
Ventures and Delphi BioInvestments respectively, which includes funds
that are held available for such purpose.
Item 4. Purpose of Transactions.
The securities referred to in Item 5 below were acquired pursuant to
the Securities Purchase Agreement referred to in Item 6 below solely
for investment purposes.
The transactions described in Item 6 below are incorporated in their
entirety herein by reference.
Page 14 of 37
Subject to the rights of the Reporting Persons set forth in the
Securities Purchase Agreement and the Investors Rights Agreement
referred to in Item 6 below, except as set forth in this Item 4, none
of the JPMP Reporting Persons, the Baker Reporting Persons, or the
Delphi Reporting Persons have a present plan or proposal that relates
to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D. However, each of the JPMP
Reporting Persons, the Baker Reporting Persons and the Delphi Reporting
Persons reserves the right to propose or participate in future
transactions which may result in one or more of such actions, including
but not limited to, an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, sale of a material amount of
assets of the Issuer or its subsidiaries, or other transactions which
might have the effect of causing the Issuer's Common Stock to cease to
be listed on the NASDAQ National Market System or causing the Common
Stock to become eligible for termination of registration, under section
12(g) of the Securities Exchange Act of 1934, as amended (the "Act").
Item 5. Interest in Securities of the Issuer.
The percentages of outstanding shares of the Issuer reported in this
Item 5 are based on 40,196,299 shares of Common Stock outstanding as of
March 22, 2004 as reported by the Issuer in its most recent Schedule
14A as filed on April 16, 2004 with the Securities and Exchange
Commission.
JPMP Reporting Persons
JPMP (BHCA) beneficially owns 5,760,349 shares of the Issuer's Common
Stock, which represents 12.5% of the Issuer's Common Stock. JPMP Global
beneficially owns 912,791 shares of the Issuer's Common Stock, which
represents 2.2% of the Issuer's Common Stock. JPMP Global A
beneficially owns 124,436 shares of the Issuer's Common Stock, which
represents 0.3% of the Issuer's Common Stock. JPMP Cayman beneficially
owns 463,298 shares of the Issuer's Common Stock, which represents 1.1%
of the Issuer's Common Stock. JPMP Cayman II beneficially owns 51,626
shares of the Issuer's Common Stock, which represents 0.1% of the
Issuer's Common Stock.
JPMP Master Fund, as the General Partner of JPMP (BHCA), may be deemed
to beneficially own the shares beneficially owned by JPMP (BHCA).
JPMP Investors, as the General Partner of each of the Global Fund
Entities, may be deemed to beneficially own the shares beneficially
owned by each of the Global Fund Entities.
JPMP Capital Corp., as the General Partner of each of JPMP Master Fund
and JPMP Investors, may be deemed to beneficially own the shares
beneficially owned by JPMP (BHCA) and each of the Global Fund Entities.
Page 15 of 37
JPMP Capital Corp. is a wholly owned subsidiary of JP Morgan Chase and
therefore JP Morgan Chase may be deemed to beneficially own the shares
beneficially owned by JPMP (BHCA) and each of the Global Fund Entities.
The foregoing shall not be an admission that JPMP Master Fund, JPMP
Investors, JPMP Capital Corp. or JP Morgan Chase are the beneficial
owners of the shares held by JPMP (BHCA) and/or the Global Fund
Entities.
Baker Reporting Persons:
Set forth in the table below is the aggregate number of shares of
Common Stock beneficially owned as of the date hereof by each of the
limited partnerships controlled by the Baker Reporting Persons,
together with the percentage of outstanding shares of Common Stock that
such ownership represents based upon 40,196,299 shares of Common Stock
outstanding as of March 22, 2004, as reported by the Issuer in its most
recent Schedule 14A filed on April 16, 2004, in each case taking into
account the shares of Common Stock that can be acquired upon conversion
of Series A Convertible Preferred Stock and exercise of the Warrants to
purchase shares of Common Stock:
Number of Percent of Class
Name Shares Outstanding
-------------------------------- --------- ----------------
Baker/Tisch Investments, L.P. 446,063 0.9%
Baker Bros. Investments, L.P. 301,275 0.6%
Baker Bros. Investments II, L.P. 310,781 0.7%
Baker Biotech Fund I, L.P. 3,058,088 6.4%
Baker Biotech Fund II, L.P. 2,809,462 5.9%
Baker Biotech Fund II (Z), L.P. 386,831 0.8%
--------- ----
Total 7,312,500 15.4%
By virtue of their ownership of entities that have the power to control
the investment decisions of the limited partnerships listed in the
table above (collectively, the "Baker Entities"), Julian C. Baker and
Felix J. Baker may each be deemed to be beneficial owners of securities
owned by the Baker Entities and may be deemed to have shared power to
vote or direct the vote and to dispose or direct the disposition of
such securities, although such entities have the sole right to receive
and power to direct the receipt of dividends from, and the proceeds
from the sale of, securities owned by them.
Additionally, Felix J. Baker is a director of the Issuer.
Page 16 of 37
Delphi Reporting Persons
Delphi Ventures beneficially owns 2,227,725 shares of the Issuer's
Common Stock, which represents 5.3% of the Issuer's Common Stock.
Delphi BioInvestments beneficially owns 22,275 shares of the Issuer's
Common Stock, which represents 0.01% of the Issuer's Common Stock.
As the general partner of Delphi Ventures and Delphi BioInvestments,
Delphi Management may be deemed to beneficially own the shares
beneficially owned by each of Delphi Ventures and Delphi
BioInvestments.
The foregoing shall not be an admission that Delphi Management is the
beneficial owner of the shares held by Delphi Ventures and/or Delphi
BioInvestments.
The Reporting Persons are party to a voting agreement contained in the
Investors Rights Agreement referred to in Item 6 below. The JPMP
Reporting Persons, the Baker Reporting Persons, and the Delphi
Reporting Persons together may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act, with respect to 16,875,000
shares of Common Stock, representing 29.6% of the outstanding voting
power of the Issuer.
Each of the Reporting Persons, however, disclaims beneficial ownership
of any of the securities owned by any other Reporting Person and
disclaims that it is a member of a "group" with any other persons
either for purposes of Section 13(d)(3) of the Act or Rule 13d-5
thereunder or this Statement or for any other purpose related to its
beneficial ownership of the Issuer's securities. The filing of this
Statement shall not be construed as an admission that the Reporting
Person is the beneficial owner of such shares or that the Reporting
Person and any of such other stockholders' constitute for purposes of
Section 13(d) of the Act, a "group." Each Reporting Person is not
responsible for the accuracy of any information filed in this Statement
relating to any Reporting Person other than itself and its related
persons or entities.
There have been no transactions involving the Issuer's Common Stock
during the past sixty days which are required to be reported in this
Statement.
No person other than the JPMP Reporting Persons, the Baker Reporting
Persons and the Delphi Reporting Persons has the right to receive or
the power to direct the receipt of dividends from or the proceeds from
the sale of the Issuer's Common Stock owned beneficially by the JPMP
Reporting Persons, the Baker Reporting Persons and the Delphi Reporting
Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
On May 12, 2003 the Company entered into the Securities Purchase
Agreement (as amended by Amendment No. 1 dated as of May 14, 2003 and
Amendment No. 2 dated as of June 2, 2003) (the "SPA"), with JPMP
(BHCA), the Global Fund Entities, the Baker Entities, Delphi Ventures,
Delphi BioInvestments, entities affiliated with BA Venture Partners and
T. Rowe Price Health Sciences Fund, Inc. (collectively, the "Series A
Investors"). Both the SPA and all exhibits thereto are attached as
Exhibit A hereto and are incorporated herein in their entirety by
reference.
Page 17 of 37
Pursuant to the SPA, the Issuer issued in a private placement (a)
1,640,000 shares of the Company's Series A Convertible Preferred Stock
(the "Preferred Stock") to the Series A Investors, as well as the
reservation for issuance of 16,400,000 shares of the Company's Common
Stock upon conversion of the Preferred Stock, and (b) warrants (the
"Warrants") to purchase 2,050,000 shares of the Company's Common Stock
and the reservation for issuance of 2,050,000 shares of the Company's
Common Stock upon the exercise of such Warrants (together, the
"Preferred Stock Financing"). The Preferred Stock has the rights,
preferences and privileges set forth in the Certificate of Designations
of Series A Convertible Preferred Stock as filed with the Secretary of
State of the State of Delaware. The purchase price for the Preferred
Stock was $25.00 per share. Each share of Preferred Stock is initially
convertible into 10 shares of Common Stock at a fixed conversion price
of $2.50 per share (subject to adjustment upon the occurrence of
certain events including stock subdivisions, combinations, splits,
stock dividends, capital reorganizations, or capital reclassifications
of the Common Stock), at such holder's option at any time after the
first anniversary of the closing of the Investors Rights Agreement
among the Company, the Reporting Persons and the other investors named
therein, dated as of July 8, 2003, a copy of which is attached hereto
as Exhibit B and is incorporated herein in its entirety by reference
(the "Investors Rights Agreement").
The Warrants are immediately exercisable at a fixed purchase price of
$6.25 per share of Common Stock and expire on December 31, 2011.
Pursuant to the Certificate of Designations and the Investors Rights
Agreement, the Series A Investors, voting together as a separate class,
have the right to designate two members of the Company's Board of
Directors so long as at least 37.5% of the shares of Preferred Stock
issued at the closing of the Preferred Stock Financing remain
outstanding. If between 18.75% and 37.5% of the shares of Preferred
Stock issued at the closing of the Preferred Stock Financing are
outstanding, the Series A Investors, voting together as a separate
class, have the right to designate one member of the Company's Board of
Directors. If less than 18.75% of the shares of Preferred Stock issued
at the closing of the Preferred Stock Financing are outstanding, the
rights of the Series A Investors to vote separately for the election of
directors shall terminate.
Page 18 of 37
Pursuant to the terms of the Investors Rights Agreement, one director
will be designated by the JPMP Reporting Persons and one director will
be designated by the Baker Entities. The right of the JPMP Reporting
Persons and the Baker Entities, as applicable, to designate a director
terminates if the JPMP Reporting Persons or the Baker Entities, as
applicable, hold less than 50% of the Preferred Stock (or Common Stock
issued upon conversion thereof) purchased by it at the closing of the
Preferred Stock Financing. Pursuant to these rights, the JPMP Reporting
Persons designated Srinivas Akkaraju, M.D., Ph.D. as its representative
on the Company's Board of Directors and the Baker Entities designated
Felix Baker, Ph.D. as its representative on the Company's Board of
Directors upon the closing of the Preferred Stock Financing. The Series
A Investors do not have the right to vote on members of the Company's
Board of Directors other than the nominees they designate.
Each of JPMP (BHCA) and the Global Fund Entities is a party to the
Regulatory Sideletter, dated as of July 8, 2003, by and among the
Company, JPMP (BHCA) and each of the Global Fund Entities, a copy of
which is attached as Exhibit C hereto and is incorporated herein in its
entirety by reference.
Item 7. Material to be Filed as Exhibits.
SCHEDULE A
Item 2 information for executive officers and directors of JPMP Capital
Corp.
SCHEDULE B
Item 2 information for executive officers and directors of J.P. Morgan
Chase.
SCHEDULE C
Item 2 information for managing members of Delphi Management.
EXHIBIT A
Securities Purchase Agreement dated as of May 12, 2003, by and among
the Issuer and the Series A Investors incorporated by reference to
Exhibit 10.1 of the Form 8-K filed with the Commission on May 15, 2003.
EXHIBIT B
Investors Rights Agreement dated as of July 8, 2003, by and among the
Company and the Investors named therein incorporated by reference to
Exhibit 4.2 of the Form 8-K filed with the Commission on May 15, 2003.
EXHIBIT C
Regulatory Sideletter dated as of July 8, 2003, by and among the
Company, JPMP (BHCA) and each of the Global Fund Entities.
EXHIBIT D
Joint Filing Agreement dated as of May 17th, 2004 among the JPMP
Entities, the Bakers and the Delphi Entities.
Page 19 of 37
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
Dated: May 17, 2004
J.P. MORGAN PARTNERS (BHCA), L.P.
By: JPMP Master Fund Manager, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS (CAYMAN), L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
Page 20 of 37
J.P. MORGAN PARTNERS GLOBAL
INVESTORS A, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS (CAYMAN) II, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
JULIAN C. BAKER
By: /s/ Julian C. Baker
-------------------------------
Julian C. Baker
FELIX J. BAKER
By: /s/ Felix J. Baker
-------------------------------
Felix J. Baker
DELPHI VENTURES VI, L.P.
By: Delphi Management Partners VI,
L.L.C., its general partner
By: /s/ Deepika R. Pakianathan
-------------------------------
Deepika R. Pakianathan
Managing Member
Page 21 of 37
DELPHI BIOINVESTMENTS VI, L.P.
By: Delphi Management Partners VI,
L.L.C., its general partner
By: /s/ Deepika R. Pakianathan
-------------------------------
Deepika R. Pakianathan
Managing Member
DELPHI MANAGEMENT PARTNERS VI, L.L.C.
By: /s/ Deepika R. Pakianathan
-------------------------------
Deepika R. Pakianathan
Managing Member
Page 22 of 37
SCHEDULE A
JPMP CAPITAL CORP.
Executive Officers(1)
Jeffrey C. Walker* President
Arnold L. Chavkin* Executive Vice President
Dr. Dana Beth Ardi* Managing Director
Christopher C. Behrens* Managing Director
Julie Casella-Esposito* Managing Director
Rodney A. Ferguson* Managing Director
Cornell Buck French* Managing Director
David J. Gilbert* Managing Director
Michael R. Hannon* Managing Director
Jonathan R. Lynch* Managing Director
Stephen P. Murray* Managing Director
Timothy Purcell* Managing Director
John Reardon* Managing Director
Faith Rosenfeld* Managing Director
Robert R. Ruggiero, Jr.* Managing Director
Shahan D. Soghikian* Managing Director
William Stuek* Managing Director
Patrick J. Sullivan* Managing Director
Timothy J. Walsh* Managing Director
Richard D. Waters, Jr.* Managing Director
Damion E. Wicker, M.D.* Managing Director
Directors(1)
William B. Harrison**
Jeffrey C. Walker*
--------
(1) Each of whom is a United States citizen.
* Principal occupation is employee and/or officer of J.P. Morgan
Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221
Avenue of the Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
Page 23 of 37
SCHEDULE B
J.P. MORGAN CHASE & CO.
Executive Officers(1)
Chairman of the Board and Chief Executive Officer William B. Harrison Jr.*
Head of Investment Bank and Investment Management
and Private Banking David A. Coulter*
Head of Chase Financial Services, Treasury,
Security Services, and Technology Donald H. Layton*
Head of JPMorgan Partners Jeffrey C. Walker**
Chief Risk Officer and Chairman, Risk Management
Committee Don M. Wilson III*
Executive Vice President; Chief Financial Officer Dina Dublon*
General Counsel William H. McDavid*
Director of Human Resources John J. Farrell*
Director of Corporate Marketing and Communications Frederick W. Hill*
Chairman of Technology Council John W. Schmidlin*
Executive Vice President and Controller Joseph L. Sclafani*
Vice Chairman James B. Lee Jr.*
Vice Chairman, Walter A. Gubert*
Chairman, Investment Bank
--------
(1) Each of whom is a United States citizen.
* Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
** Principal occupation is employee and/or officer of J.P. Morgan
Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221
Avenue of the Americas, New York New York 10020.
Page 24 of 37
DIRECTORS(1)
Principal Occupation or Employment;
Name Business or Residence Address
----------------------------------------------------------------------------------------------------------
Hans W. Becherer Retired Chairman of the Board and Chief Executive Officer
Deere & Company
One John Deere Place
Moline, IL 61265
----------------------------------------------------------------------------------------------------------
Riley P. Bechtel Chairman and Chief Executive Officer
Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119-3965
----------------------------------------------------------------------------------------------------------
Frank A. Bennack, Jr. Chairman of the Executive Committee and Vice Chairman of the Board
The Hearst Corporation
1345 Avenue of the Americas, 42nd Floor
New York, New York 10105
----------------------------------------------------------------------------------------------------------
John H. Biggs Former Chairman and Chief Executive Officer
TIAA-CREF
730 Third Avenue
25th Floor
New York, NY 10017
----------------------------------------------------------------------------------------------------------
Lawrence A. Bossidy Retired Chairman of the Board
Honeywell International, Inc.
104 West Mountain Road,
Ridgefield, CT 06877-3638
----------------------------------------------------------------------------------------------------------
M. Anthony Burns Chairman of the Board Emeritus
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
----------------------------------------------------------------------------------------------------------
Ellen V. Futter President and Trustee
American Museum of Natural History
Central Park West at 79th Street
New York, NY 10024
----------------------------------------------------------------------------------------------------------
William H. Gray, III Retired President and Chief Executive Officer
The College Fund/UNCF
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
----------------------------------------------------------------------------------------------------------
William B. Harrison, Jr.* Chairman of the Board and Chief Executive Officer
J.P. Morgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
----------------------------------------------------------------------------------------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square, Floor 44, Room 416
New York, New York 10036
----------------------------------------------------------------------------------------------------------
Lee R. Raymond Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
----------------------------------------------------------------------------------------------------------
John R. Stafford Retired Chairman of the Board
Wyeth
5 Giralda Farms
Madison, New Jersey 07940
----------------------------------------------------------------------------------------------------------
----------
(1) Each of whom is a United States citizen.
* Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
** Principal occupation is employee and/or officer of J.P. Morgan
Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221
Avenue of the Americas, New York New York 10020.
Page 25 of 37
SCHEDULE C
DELPHI MANAGEMENT PARTNERS VI, L.L.C.
Managing Members(1)
Managing Member James J. Bochnowski*
Managing Member David L. Douglass*
Managing Member Douglas A. Roeder*
Managing Member Deepika R. Pakianathan*
Managing Member John F. Maroney*
----------
(1) Each of whom is a United States citizen except for Ms. Pakianathan.
* Principal occupation is Managing Member of Delphi Management Partners
VI, L.L.C. Business address is 3000 Sand Hill Road, Building 1, Suite
135, Menlo Park, California 94025.
Page 26 of 37
EXHIBIT C
REGULATORY SIDELETTER
AGREEMENT dated as of [___________], 2003 by and among J.P. MORGAN
PARTNERS (BHCA), L.P., a Delaware limited partnership ("JPMP BHCA"), J.P. MORGAN
PARTNERS GLOBAL INVESTORS, L.P., a Delaware limited partnership (the "Global
Domestic Fund"), J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P., a Cayman
Islands limited partnership (the "Global Cayman Fund"), J.P.MORGAN PARTNERS
GLOBAL INVESTORS A, L.P., a Delaware limited partnership (the "Paul Capital
Fund") and J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P., a Cayman
Islands limited partnership (the "Swiss Fund" and together with JPMP BHCA, the
Global Domestic Fund, the Global Cayman Fund and the Paul Capital Fund,
collectively, the "JP Morgan Investors" and singularly, a "JP Morgan Investor")
and SEATTLE GENETICS, INC., a Delaware corporation (the "Company").
WHEREAS, each JP Morgan Investor is a regulated entity and an indirect
subsidiary of J.P. Morgan Chase & Co. and in connection therewith each JP Morgan
Investor is subject to various regulations that may impose restrictions on the
type and terms of each JP Morgan Investor's investment in the Company;
NOW THEREFORE, in connection with the foregoing, the parties hereby
agree as follows:
Page 27 of 37
Section 1. Regulatory Matters Generally.
(a) Regulatory Cooperation.
(i) In the event that any JP Morgan Investor
reasonably determines that it has a Regulatory Problem, the Company
agrees to take such actions as are reasonably requested by such JP
Morgan Investor in order (A) to effectuate and facilitate any transfer
by such JP Morgan Investor of any securities of the Company then held
by such JP Morgan Investor to any Affiliate of such JP Morgan Investor;
provided, however, that any such transfer must be made in accordance
with applicable United States federal and state securities laws and all
regulatory requirements to which the Company is then subject, including
without limitation, the rules of the National Association of Securities
Dealers, Inc. ("NASD") and The Nasdaq Stock Market ("Nasdaq"), and (B)
to permit such JP Morgan Investor (or any of its Affiliates) to
exchange all or any portion of the voting securities then held by such
Person on a share-for-share basis for shares of a class or series of
non-voting securities of the Company, which non-voting securities shall
be identical in all material respects to such voting securities
(provided that such non-voting securities may be of a different class
or series of stock than the voting securities then held by the JP
Morgan Investor) except that such new securities shall be non-voting
and shall be convertible into voting securities on such terms as are
requested by such JP Morgan Investor in light of regulatory
considerations then prevailing and reasonably acceptable to the
Company. If any JP Morgan Investor elects to transfer securities of the
Company in order to avoid a Regulatory Problem to an Affiliate subject
to limitations on its voting or total ownership interest in the
Company, the Company and such Affiliate shall enter into such mutually
acceptable agreements as the Company or such Affiliate may reasonably
request in order to assist such Affiliate in complying with Laws to
which either of them is then subject.
(ii) In the event that any Affiliate (other than
an Affiliate referred to in clause (i) of such definition) of the
Company ever offers to issue any of its securities to any JP Morgan
Investor, then the Company will cause such Affiliate to enter into an
agreement with such JP Morgan Investor substantially similar to this
Agreement.
Section 2. Cross Marketing Activities.
The Company hereby represents and warrants that except as otherwise
previously disclosed to the JP Morgan Investors, neither the Company nor any of
its subsidiaries (i) offers or markets, directly or through any arrangement, any
product or service of any depository institution owned by J.P. Morgan Chase &
Co., or (ii) knowingly permits any of its products or services to be offered or
marketed, directly or through any arrangement, by or through any depository
institution owned by J.P. Morgan Chase & Co.
Section 3. Lending Activities.
The Company hereby represents and warrants that except as otherwise
previously disclosed to the JP Morgan Investors, neither the Company nor any of
its subsidiaries currently has or is expected to have a loan facility, credit
facility, debt financing, line of credit or any other extension of credit from
any depository institution owned by J.P. Morgan Chase & Co.
Page 28 of 37
Section 4. Covenants.
(a) The Company shall give each JP Morgan Investor thirty
(30) days prior written notice before taking any affirmative steps which would
cause the representations and warranties contained in Sections 2 or 3 to be
untrue.
(b) The Company shall use its commercially reasonable
efforts to notify each JP Morgan Investor promptly at any time in which the
Company reasonably believes the representations contained in Sections 2 or 3 to
be untrue whether as a result of the Company's affirmative action or otherwise.
(c) The Company shall use commercially reasonable efforts
to obtain stockholder approval for an action under Section 1 of this Agreement
(including, but not limited to, calling a stockholder meeting and preparing,
delivering and disseminating a proxy information statement to the stockholders)
if such action would require the approval of the Company's stockholders under
applicable rules of the NASD or Nasdaq, under any applicable state corporate law
or under the Company's Fundamental Documents; provided, however, that the
Company may, upon prior written notice to the JP Morgan Investors, delay the
filing of any proxy statement for a reasonable period of time (not to exceed 90
days or such shorter period as is reasonably necessary to enable the JP Morgan
Investors to cure such Regulatory Problem within the proscribed time period) if
at the time such approval is required the Company is engaged in a Material
Transaction (as defined in the Investor Rights Agreement).
(d) The JP Morgan Investors shall pay all actual,
out-of-pocket costs and expenses reasonably incurred by the Company in
connection with the Company's compliance with its obligations under Section 1 of
this Agreement, and if applicable, any action to which the Company consents
under Section 4(c), including, without limitation, (i) reasonable fees and
expenses of counsel, accountants, investment bankers and printers, and (ii)
filing fees with the NASD, Nasdaq and state corporate authorities. Such amounts
shall be paid in full by the JP Morgan Investors within 30 days of the date the
JP Morgan Investors are provided with a written invoice detailing the amounts of
such expenses incurred by the Company.
Section 5. Definitions.
"Affiliate" means, with respect to any Person, (i) a director or
executive officer of such Person or of any Person identified in clause (ii)
below, and (ii) any other Person that, directly or indirectly through one or
more intermediaries, Controls, is Controlled by or is under common Control with
such Person. When such term is used in the context of a Regulatory Problem, it
also has the meaning ascribed to it in any Law.
"Banking Regulations" means all federal, state and foreign Laws
applicable to banks, bank holding companies and their subsidiaries and
Affiliates, including without limitation, the Bank Holding Company Act and the
Federal Reserve Act.
"Control" means, with respect to any Person, the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.
Page 29 of 37
"Fundamental Documents" means the documents by which any Person (other
than an individual) establishes its legal existence or which govern its internal
affairs. The Fundamental Documents of the Company are its Certificate of
Incorporation and its By-laws.
"Investor Rights Agreement" means the Investor Rights Agreement dated
on or about the date hereof among the Company and the investors that are parties
thereto.
"Law," with respect to any Person, means (i) all provisions of all
laws, statutes, ordinances, rules, regulations, permits, certificates or orders
of any governmental authority applicable to such Person or any of its assets or
property or to which such Person or any of its assets or property is subject,
including, without limitation, Banking Regulations, and (ii) all judgments,
injunctions, orders and decrees of all courts and arbitrators in proceedings or
actions in which such Person is a party or by which it or any of its assets or
properties is or may be bound or subject.
"Person" shall be construed as broadly as possible and shall include an
individual or natural person, a partnership (including a limited liability
partnership), a corporation, an association, a joint stock company, a limited
liability company, a trust, a joint venture, an unincorporated organization and
a governmental authority.
"Purchase Agreement" means the Securities Purchase Agreement dated as
of May 12, 2003 among the Company, the JP Morgan Investors and the other parties
thereto.
"Regulatory Problem" means any set of facts or circumstances in which
any JP Morgan Investor's ownership of securities issued by the Company (i) gives
rise to a material violation of Law by such JP Morgan Investor or any of its
Affiliates, or gives rise to a reasonable belief by such JP Morgan Investor that
such a violation is likely to occur or (ii) gives rise to a limitation in Law
that will impair materially the ability of such JP Morgan Investor or any of its
Affiliates to conduct its business or gives rise to a reasonable belief by such
JP Morgan Investor that such a limitation is likely to arise.
Section 6. Amendments; Benefit.
The terms and provisions of this Agreement may not be modified or
amended, unless pursuant to a written agreement executed by each of the parties
hereto. This Agreement shall be for the benefit of each JP Morgan Investor and
its Affiliates and shall apply to each acquisition of securities issued by the
Company to each JP Morgan Investor or its Affiliates.
Section 7. Counterparts; Facsimile Signatures.
This Agreement may be executed in any number of counterparts, including
by means of facsimile, and each counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.
Page 30 of 37
Section 8. Notices.
All notices, claims, certificates, requests, demands and other
communications to be given to any JP Morgan Investor hereunder or relating to
any JP Morgan Investor's investment in the Company shall be addressed as
follows:
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas
New York, New York 10020-1080
Telephone: (212) 899-3400
Facsimile: (212) 899-3401
Attention: Official Notices Clerk
(FBO: Srinivas Akkaraju)
with a copy to:
O'Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, NY 10036
Telephone: (212) 408-2400
Telecopier: (212) 408-2420
Attention: Phillip Isom, Esq.
Section 9. Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York (without regard to any choice of law or any
conflicting provision or rule).
*****
Page 31 of 37
Schedule 13D
Cusip No. 812578102
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
SEATTLE GENETICS, INC.
By: /s/ Clay B. Siegall
-------------------------------
Name: Clay B. Siegall
Title: President and CEO
J.P. MORGAN PARTNERS (BHCA), L.P.
By: JPMP Master Fund Manager, L.P.,
its General Partner
By: JPMP Capital Corp.,
its General Partner
By: /s/ Rodney A. Ferguson
-------------------------------
Name: Rodney A. Ferguson
Title: Managing Director
J.P. MORGAN PARTNERS GLOBAL
INVESTORS, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Rodney A. Ferguson
-------------------------------
Name: Rodney A. Ferguson
Title: Managing Director
Page 32 of 37
J.P. MORGAN PARTNERS GLOBAL
INVESTORS (CAYMAN), L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Rodney A. Ferguson
-------------------------------
Name: Rodney A. Ferguson
Title: Managing Director
J.P. MORGAN PARTNERS GLOBAL
INVESTORS A, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Rodney A. Ferguson
-------------------------------
Name: Rodney A. Ferguson
Title: Managing Director
J.P. MORGAN PARTNERS GLOBAL
INVESTORS (CAYMAN) II, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Rodney A. Ferguson
-------------------------------
Name: Rodney A. Ferguson
Title: Managing Director
Page 33 of 37
EXHIBIT D
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities and Exchange Act
of 1934, as amended, the undersigned hereby acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of each of the
undersigned.
This Joint Filing Agreement may be executed in any number of
counterparts all of which together shall constitute one and the same instrument.
* * * * *
Page 34 of 37
IN WITNESS WHEREOF, the undersigned hereby execute this Joint
Filing Agreement.
Dated this 17 day of May, 2004.
J.P. MORGAN PARTNERS (BHCA), L.P.
By: JPMP Master Fund Manager, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS (CAYMAN), L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
Page 35 of 37
J.P. MORGAN PARTNERS GLOBAL
INVESTORS A, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
J.P. MORGAN PARTNERS GLOBAL
INVESTORS (CAYMAN) II, L.P.
By: JPMP Global Investors, L.P.,
its general partner
By: JPMP Capital Corp.,
its general partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
Page 36 of 37
JULIAN C. BAKER
By: /s/ Julian C. Baker
-------------------------------
Julian C. Baker
FELIX J. BAKER
By: /s/ Felix J. Baker
-------------------------------
Felix J. Baker
DELPHI VENTURES VI, L.P.
By: Delphi Management Partners VI,
L.L.C., its general partner
By: /s/ Deepika R. Pakianathan
-------------------------------
Deepika R. Pakianathan
Managing Member
DELPHI BIOINVESTMENTS VI, L.P.
By: Delphi Management Partners VI,
L.L.C., its general partner
By: /s/ Deepika R. Pakianathan
-------------------------------
Deepika R. Pakianathan
Managing Member
DELPHI MANAGEMENT PARTNERS VI, L.L.C.
By: /s/ Deepika R. Pakianathan
-------------------------------
Deepika R. Pakianathan
Managing Member
Page 37 of 37