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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.                    )*


Versicor Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)
Claudio Quarta, Ph.D.
Chief Executive Officer
Biosearch Italia S.p.A.
Via Abbondio Sangiorgio 18
Milano 20145
Italy
+39 (0)2 964 74 350
  with a copy to:
Kenton J. King, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
535 University Avenue, 11th Floor
Palo Alto, California 94301
(650) 470-4500

Jeffrey Steinberg
HealthCare Ventures V, L.P.
44 Nassau Street
Princeton, New Jersey 08542
(609) 430-3913

 

with a copy to:
Alison Newman, Esq.
Kronish Lieb Weiner & Hellman LLP
1114 Avenue of the Americas
New York New York 10036
(212) 479-6000

George F. Horner III
President and Chief Executive Officer
Versicor Inc.
34790 Ardentech Court
Fremont, California 94555
(510) 739-3000

 

with a copy to:
Peter T. Healy, Esq.
O'Melveny & Myers LLP
275 Battery Street, 26th Floor
San Francisco, California 94111
(415) 984-8833


(Name, Address and Telephone number of Person Authorized
to Receive Notices and Communications)


925314106

(CUSIP Number)


July 30, 2002

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ý (Only with respect to the following Reporting Persons: HealthCare Ventures V, L.P.; HealthCare Partners V, L.P., James H. Cavanaugh, Ph.D.; Harold R. Werner; William Crouse; John W. Littlechild; Christopher Mirabelli, Ph.D.; and Augustine Lawlor).

        Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

(Continued on following page(s))

Page 1 of 21 Pages


CUSIP No.    925314106   13D   Page 2 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Biosearch Italia S.p.A. ("Biosearch")

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

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: Italy

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: None
WITH  
        8.   SHARED VOTING POWER: 1,616,369 shares of Common Stock(1)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: None

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,616,369 shares of Common Stock(2)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,616,369 shares of Common Stock(1)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.1%(3)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: CO

 

 

 

 

 

 

 


(1)
Includes: (i) 156,000 shares of Versicor Inc. Common Stock (used in these footnotes as defined in Item 1 below) held by Biosearch, (ii) 1,442,869 shares of Common Stock held of record by HealthCare Ventures V, L.P. ("HCV"); and (iii) 17,500 shares of Common Stock held of record by George F. Horner III. Only the shares of Common Stock in (ii) are subject to that certain Voting Agreement ("HCV Voting Agreement") dated July 30, 2002 by and between Biosearch and HCV; only the shares of Common Stock in (iii) are subject to that certain Voting Agreement ("Horner Voting Agreement") dated July 30, 2002 by and between Biosearch and Mr. Horner. The HCV Voting Agreement and the Horner Voting Agreement shall be collectively referred to as the "Voting Agreements." By virtue of the Voting Agreements, the shares of Common Stock, in (ii) and (iii) may be deemed to be subject to shared voting power by Biosearch with regard to the particular matters subject to the Voting Agreement, which Biosearch expressly denies. Biosearch also expressly disclaims beneficial ownership of the shares of Common Stock in (ii) and (iii) above.

(2)
Includes the shares of Common Stock described in (i), (ii) and (iii) in Footnote 1. The shares of Common Stock in (i) of Footnote 1 may be deemed to be subject to shared dispositive power with each of Claudio Quarta, Ph.D. and Francesco Parenti, Ph.D. Dr. Quarta is the Chief Executive Officer of Biosearch, the Managing Director of its board of directors and has an ownership interest in Biosearch equal to 11.1%; Dr. Parenti is the President of Biosearch, the Chairman of its board of directors and has an ownership interest in Biosearch equal to 5.5%. As a result, each of Drs. Quarta and Parenti may be deemed to "control" Biosearch, as such term is defined under the Securities Act of 1933, as amended (the "Securities Act") and therefore may be deemed to share dispositive power over the shares of Common Stock that Biosearch holds, as well as the shares of Common Stock over which Biosearch may be deemed to share dispositive power (i.e. those shares of Common Stock in (ii) and (iii) of Footnote 1, for the reasons described below). With respect to the shares of Common Stock in (ii) and (iii) of Footnote 1, Biosearch may be deemed to share dispositive power over the shares in (ii) with HCV, as HCV may not dispose of such shares without Biosearch's consent (as described more fully in Item 6 below); Biosearch may be deemed to share dispositive power over the shares in (iii) with Mr. Horner, as he may not dispose of such shares without Biosearch's consent (also as described more fully in

(3)
This percentage is calculated based on 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002.

CUSIP No.    925314106   13D   Page 3 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Claudio Quarta, Ph.D.

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

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: Italy

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: None
WITH  
        8.   SHARED VOTING POWER: 1,626,548 shares of Common Stock(4)(5)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: None

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,616,369 shares of Common Stock(6)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,626,548 shares of Common Stock(4)(5)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.2%(7)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: IN

 

 

 

 

 

 

 


(4)
Includes: (i) 156,000 shares of Common Stock held by Biosearch; (ii) 1,442,869 shares of Common Stock held of record by HCV; and (iii) 17,500 shares of Common Stock held of record by George F. Horner III. Only the shares of Common Stock described in (ii) and (iii) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (ii) and (iii) may be deemed to be subject to shared voting power by Biosearch with regard to the particular matters subject to the Voting Agreement, although Biosearch has expressly disclaimed beneficial ownership of the shares of Common Stock in (ii) and (iii) above. As Dr. Quarta is the Chief Executive Officer of Biosearch, the Managing Director of its board of directors and has an ownership interest in Biosearch equal to 11.1%, he may be deemed to "control" Biosearch under the Securities Act and therefore may be deemed to share voting power over the shares of Common Stock in (i), (ii) and (iii) above with Biosearch, which he expressly denies. Additionally, the shares of Common Stock in (iii) above are also subject to that certain Stockholders Agreement ("Stockholders Agreement") dated July 30, 2002, by and among George F. Horner III and Drs. James H. Cavanaugh, Claudio Quarta and Francesco Parenti. By virtue of the Stockholders Agreement, the shares of Common Stock in (iii) may also be deemed to be subject to shared voting power by Dr. Quarta with regard to the particular matters subject to the Stockholders Agreement. Dr. Quarta expressly disclaims beneficial ownership of all shares of Common Stock described in (i), (ii) and (iii) above.

(5)
Includes 10,179 shares of Common Stock held of record by Dr. Cavanaugh, which shares are subject to the Stockholders Agreement. By virtue of the Stockholders Agreement, these shares of Common Stock may be deemed to be subject to shared voting power by Dr. Quarta with regard to the particular matters subject to the Stockholders Agreement, although Dr. Quarta expressly disclaims beneficial ownership of such shares of Common Stock.

(6)
See Footnote 2.

(7)
See Footnote 3.

CUSIP No.    925314106   13D   Page 4 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Francesco Parenti, Ph.D.

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

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: Italy

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: None
WITH  
        8.   SHARED VOTING POWER: 1,626,548 shares of Common Stock(8)(9)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: None

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,616,369 shares of Common Stock(10)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,626,548 shares of Common Stock(8)(9)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.2%(11)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: IN

 

 

 

 

 

 

 


(8)
Includes: (i) 156,000 shares of Common Stock held by Biosearch; (ii) 1,442,869 shares of Common Stock held of record by HCV; and (iii) 17,500 shares of Common Stock held of record by George F. Horner III. Only the shares of Common Stock described in (i), (ii) and (iii) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iii) may be deemed to be subject to shared voting power by Biosearch with regard to the particular matters subject to the Voting Agreement, although Biosearch has expressly disclaimed beneficial ownership of the shares of Common Stock in (ii) and (iii) above. As Dr. Parenti is the President of Biosearch, the Chairman of its board of directors and has an ownership interest in Biosearch equal to 5.5%, he may be deemed to "control" Biosearch, as such term is defined under the Securities Act and therefore may be deemed to share voting power over the shares of Common Stock in (i), (ii) and (iii) above with Biosearch, which he expressly denies. Additionally, the shares of Common Stock in (iii) above are also subject to the Stockholders Agreement. By virtue of the Stockholders Agreement, the shares of Common Stock in (iii) may also be deemed to be subject to shared voting power by Dr. Parenti with regard to the particular matters subject to the Stockholders Agreement. Dr. Parenti expressly disclaims beneficial ownership of all shares of Common Stock described in (i), (ii) and (iii) above.

(9)
Includes 10,179 shares of Common Stock held of record by Dr. Cavanaugh, which shares are subject to the Stockholders Agreement. By virtue of the Stockholders Agreement, these shares of Common Stock may be deemed to be subject to shared voting power by Dr. Parenti with regard to the particular matters subject to the Stockholders Agreement, although Dr. Parenti expressly disclaims beneficial ownership of such shares of Common Stock.

(10)
See Footnote 2.

(11)
See Footnote 3.

CUSIP No.    925314106   13D   Page 5 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) George F. Horner III

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

3.   SEC USE ONLY        

 

 

 

 

 

 

 

4.   SOURCE OF FUNDS (SEE INSTRUCTIONS): PF

 

 

 

 

 

 

 

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: 605,180 shares of Common Stock(12)
WITH  
        8.   SHARED VOTING POWER: 1,626,548 shares of Common Stock(13)(14)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: 605,180 shares of Common Stock(12)

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 17,500 shares of Common Stock(15)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,231,728 shares of Common Stock(12), (13), (14)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 8.3%(16)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: IN

 

 

 

 

 

 

 


(12)
Includes 605,180 shares of Common Stock underlying options that are exercisable by Mr. Horner within 60 days of August 9, 2002.

(13)
Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held of record by HCV; and (iii) 17,500 shares of Common Stock held of record by George F. Horner III, all of which are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iii) may be deemed to be subject to shared voting power by Mr. Horner with regard to the particular matters subject to the Voting Agreement. However, Mr. Horner expressly disclaims beneficial ownership of the shares of Common Stock in (i) and (ii) above. Additionally, the shares of Common Stock in (iii) are also subject to the Stockholder' Agreement, as described in Footnote 4.

(14)
Includes 10,179 shares of Common Stock held of record by Dr. Cavanaugh, whose shares are subject to the Stockholders Agreement. By virtue of the Stockholders Agreement, these shares of Common Stock may be deemed to be subject to shared voting power by Mr. Horner with regard to the particular matters subject to the Stockholders Agreement. Mr. Horner expressly disclaims beneficial ownership of these shares of Common Stock.

(15)
Includes 17,500 shares of Common Stock held of record by Mr. Horner. Mr. Horner may be deemed to share dispositive power over these shares with Biosearch pursuant to the Horner Voting Agreement, as Biosearch must give its consent to dispose of these shares, as more fully described in Item 6.

(16)
This percentage is calculated based on 26,932,406 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 605,180 shares of Common Stock underlying options that are exercisable by Mr. Horner within 60 days of August 9, 2002.

CUSIP No.    925314106   13D   Page 6 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Ventures V, L.P. ("HCV")

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: None
WITH  
        8.   SHARED VOTING POWER: 1,762,237 shares of Common Stock(17)(18)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: None

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(17)(19)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,762,237 shares of Common Stock(17)(18)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(20)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: PN

 

 

 

 

 

 

 


(17)
Includes 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV, which are not subject to the Voting Agreements. As HealthCare Partners V, L.P. ("HCP") is the general partner of HCV and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor are the general partners of HCP, each of HCV, HCP and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor may be deemed to share the voting and dispositive power over these shares of Common Stock, in that each may be deemed to "control" HCV, as such term is defined under the Securities Act. Each of HCP and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor expressly disclaim beneficial ownership of these shares.

(18)
Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held of record by HCV; and (iii) 17,500 shares of Common Stock held of record by George F. Horner III, all of which are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iii) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreement. HCV expressly disclaims beneficial ownership of the shares of Common Stock in (i) and (iii) above.

(19)
Includes 1,442,869 shares of Common Stock held of record by HCV. HCV may be deemed to share dispositive power over these shares with Biosearch pursuant to the HCV Voting Agreement, as Biosearch must give its consent to dispose of these shares, as more fully described in Item 6. HCV also may be deemed to share dispositive power over these shares with HCP and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor for the reason described in Footnote 17. Each of HCP and Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor expressly disclaim beneficial ownership of these shares.

(20)
This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106   13D   Page 7 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Partners V, L.P. ("HCP")

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

3.   SEC USE ONLY        

 

 

 

 

 

 

 

4.   SOURCE OF FUNDS (SEE INSTRUCTIONS): AF

 

 

 

 

 

 

 

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: None
WITH  
        8.   SHARED VOTING POWER: 1,762,237 shares of Common Stock(21)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: None

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(22)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,762,237 shares of Common Stock(21)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(23)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: PN

 

 

 

 

 

 

 


(21)
This number includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and HCP) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv). As HCP is the general partner of HCV, it may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore may be deemed to share voting power over the shares of Common Stock in (i) and (iv) with HCV.

(22)
See Footnotes 17 and 19 above.

(23)
This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106   13D   Page 8 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James H. Cavanaugh, Ph.D.

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

3.   SEC USE ONLY        

 

 

 

 

 

 

 

4.   SOURCE OF FUNDS (SEE INSTRUCTIONS): AF

 

 

 

 

 

 

 

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: 6,667 shares of Common Stock(24)
WITH  
        8.   SHARED VOTING POWER: 1,772,416 shares of Common Stock(25)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: 16,846 shares of Common Stock(24)(26)

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(27)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,779,083 shares of Common Stock(24)(25)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(28)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: IN

 

 

 

 

 

 

 


(24)
Includes 6,667 shares of Common Stock underlying options that are exercisable by Dr. Cavanaugh within 60 days of August 9, 2002.

(25)
This number includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV, (iv) 17,500 shares of Common Stock held by George F. Horner III and (v) 10,179 shares of Common Stock held of record by Dr. Cavanaugh. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Dr. Cavanaugh) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV and Dr. Cavanaugh is a general partner of HCP, he may be deemed to "control" HCV, as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV. Additionally, the shares in (iv) and (v) are subject to the Stockholders Agreement and may be deemed to be subject to shared voting power with Mr. Horner with regard to the particular matters subject to the Stockholders Agreement although Dr. Cavanaugh expressly disclaims beneficial ownership of the shares in (iv) owned by Mr. Horner.

(26)
Includes 10,179 shares of Common Stock held of record by Dr. Cavanaugh.

(27)
See Footnotes 17 and 19 above.

(28)
This percentage is calculated based on 26,479,761 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002, (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV and (c) 6,667 shares of Common Stock underlying options that are exercisable by Dr. Cavanaugh within 60 days of August 9, 2002.

CUSIP No.    925314106   13D   Page 9 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harold R. Werner

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

3.   SEC USE ONLY        

 

 

 

 

 

 

 

4.   SOURCE OF FUNDS (SEE INSTRUCTIONS): AF

 

 

 

 

 

 

 

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: 6,462 shares of Common Stock(29)
WITH  
        8.   SHARED VOTING POWER: 1,762,237 shares of Common Stock(30)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: 6,462 shares of Common Stock(29)

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(31)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,768,699 shares of Common Stock(29)(30)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(32)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: IN

 

 

 

 

 

 

 


(29)
Includes 6,462 shares of Common Stock held of record by Mr. Werner.

(30)
Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Mr. Werner) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV, and Mr. Werner is a general partner of HCP, Mr. Werner may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV.

(31)
See Footnotes 17 and 19.

(32)
This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106   13D   Page 10 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Crouse

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

3.   SEC USE ONLY        

 

 

 

 

 

 

 

4.   SOURCE OF FUNDS (SEE INSTRUCTIONS): AF

 

 

 

 

 

 

 

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: 13,583 shares of Common Stock(33)
WITH  
        8.   SHARED VOTING POWER: 1,762,237 shares of Common Stock(34)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: 13,583 shares of Common Stock(33)

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(35)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,775,820 shares of Common Stock(33)(34)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(36)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: IN

 

 

 

 

 

 

 


(33)
Includes 13,583 shares of Common Stock held of record by Mr. Crouse.

(34)
Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Mr. Crouse) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV, and Mr. Crouse is a general partner of HCP, Mr. Crouse may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV.

(35)
See Footnotes 17 and 19.

(36)
This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106   13D   Page 11 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John W. Littlechild

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

3.   SEC USE ONLY        

 

 

 

 

 

 

 

4.   SOURCE OF FUNDS (SEE INSTRUCTIONS): AF

 

 

 

 

 

 

 

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: 12,448 shares of Common Stock(37)
WITH  
        8.   SHARED VOTING POWER: 1,762,237 shares of Common Stock(38)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: 12,448 shares of Common Stock(37)

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(39)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,774,685 shares of Common Stock(37)(38)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(40)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: IN

 

 

 

 

 

 

 


(37)
Includes 12,448 shares of Common Stock held of record by Mr. Littlechild.

(38)
Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Mr. Littlechild) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV, and Mr. Littlechild is a general partner of HCP, Mr. Littlechild may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV.

(39)
See Footnotes 17 and 19.

(40)
This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106   13D   Page 12 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Christopher Mirabelli, Ph.D.

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

3.   SEC USE ONLY        

 

 

 

 

 

 

 

4.   SOURCE OF FUNDS (SEE INSTRUCTIONS): AF

 

 

 

 

 

 

 

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: 1,224 shares of Common Stock(41)
WITH  
        8.   SHARED VOTING POWER: 1,762,237 shares of Common Stock(42)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: 1,224 shares of Common Stock(41)

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(43)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,763,461 shares of Common Stock(41)(42)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(44)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: IN

 

 

 

 

 

 

 


(41)
Includes 1,224 shares of Common Stock held of record by Dr. Mirabelli.

(42)
Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Dr. Mirabelli) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV, and Dr. Mirabelli is a general partner of HCP, Dr. Mirabelli may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV.

(43)
See Footnotes 17 and 19.

(44)
This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

CUSIP No.    925314106   13D   Page 13 of 21 pages

1.   NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Augustine Lawlor

 

 

 

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   o
    MEMBER OF A GROUP   (b)   ý

 

 

 

 

 

 

 

3.   SEC USE ONLY        

 

 

 

 

 

 

 

4.   SOURCE OF FUNDS (SEE INSTRUCTIONS): AF

 

 

 

 

 

 

 

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.   SOLE VOTING POWER: 614 shares of Common Stock(45)
WITH  
        8.   SHARED VOTING POWER: 1,762,237 shares of Common Stock(46)

 

 

 

 

 

 

 
       
        9.   SOLE DISPOSITIVE POWER: 614 shares of Common Stock(45)

 

 

 

 

 

 

 
       
        10.   SHARED DISPOSITIVE POWER: 1,588,737 shares of Common Stock(47)

 

 

 

 

 

 

 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,762,851 shares of Common Stock(45)(46)

 

 

 

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*            o

 

 

 

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 6.7%(48)

 

 

 

 

 

 

 

14.   TYPE OF REPORTING PERSON: IN

 

 

 

 

 

 

 


(45)
Includes 614 shares of Common Stock held of record by Mr. Lawlor.

(46)
Includes: (i) 156,000 shares of Common Stock held by Biosearch, (ii) 1,442,869 shares of Common Stock held by HCV; (iii) 145,868 shares of Common Stock issuable upon the exercise of warrants held by HCV and (iv) 17,500 shares of Common Stock held by George F. Horner III. Only those shares of Common Stock in (i), (ii) and (iv) are subject to the Voting Agreements, as described in Footnote 1. By virtue of the Voting Agreements, the shares of Common Stock in (i), (ii) and (iv) may be deemed to be subject to shared voting power by HCV with regard to the particular matters subject to the Voting Agreements, although HCV (and Mr. Lawlor) expressly disclaim beneficial ownership of the shares of Common Stock in (i) and (iv) above. As HCP is the general partner of HCV, and Mr. Lawlor is a general partner of HCP, Mr. Lawlor may be deemed to "control" HCV as such term is defined under the Securities Act, and therefore he may be deemed to share voting power over the shares of Common Stock in (ii) and (iii) with HCV.

(47)
See Footnotes 17 and 19.

(48)
This percentage is calculated based on 26,473,094 shares of Common Stock, which is the sum of (a) 26,327,226 shares of Common Stock outstanding as of July 25, 2002, as reported in Versicor's 10-Q for the quarter ender June 30, 2002 and (b) 145,868 shares of Common Stock issuable upon exercise of warrants held by HCV.

Page 14 of 21 Pages

Item 1.

Item 2.


(49)
HealthCare Partners V, L.P., a Delaware limited partnership, is the general partner of HealthCare Ventures V, L.P.

Item 3. Source and Amount of Funds or Other Consideration Used.


(50)
Each of Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor are general partners of various venture capital funds, including HealthCare Partners V, L.P. Additionally, Dr. Cavanaugh is a director of Versicor.

Item 4.


Item 5. Interest in Securities of the Issuer.


Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.


(51)
The Voting Agreement with HCV relates to 1,442,869 shares of Common Stock held of record by HCV, whereas the Voting Agreement with Mr. Horner relates to 17,500 shares of Common Stock held of record by Mr. Horner.



Item 7. Material to be Filed as Exhibits.

Exhibit 1   Versicor Stockholder Voting Agreement dated as of July 30, 2002, by and between Biosearch Italia S.p.A and HealthCare Ventures V, L.P.

Exhibit 2

 

Versicor Stockholder Voting Agreement dated as of July 30, 2002, by and between Biosearch Italia S.p.A and George F. Horner III.

Exhibit 3

 

Stockholders Agreement dated as of July 30, 2002, by and among George F. Horner III, Dr. James H. Cavanaugh, Dr. Claudio Quarta and Dr. Francesco Parenti.

Exhibit 4

 

Agreement and Plan of Merger dated as of July 30, 2002, by and between Versicor Inc. and Biosearch Italia S.p.A. (previously filed as Exhibit 2.1 to Versicor's Form 8-K filed with the SEC on July 31, 2002 and incorporated by reference herein).

Exhibit 5

 

Joint Filing Agreement entered by and among the Reporting Persons in this Schedule 13D.

Exhibit 6

 

Powers of Attorney of Drs. Cavanaugh and Mirabelli and Messrs. Werner, Crouse, Littlechild and Lawlor appointing Jeffrey Steinberg as Attorney-in-Fact.


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    Biosearch Italia, S.p.A.

Date: August 8, 2002

 

By:

 

/s/  
CLAUDIO QUARTA      
Claudio Quarta, Ph.D.
    Its:   Chief Executive Officer

 

 

Claudio Quarta, Ph.D.

Date: August 8, 2002

 

By:

 

/s/  
CLAUDIO QUARTA      
Claudio Quarta, Ph.D.

 

 

Francesco Parenti, Ph.D.

Date: August 8, 2002

 

By:

 

/s/  
FRANCESCO PARENTI      
Francesco Parenti, Ph.D.

 

 

George F. Horner III

Date: August 8, 2002

 

By:

 

/s/  
GEORGE F. HORNER III      
George F. Horner III

S-1


        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    HealthCare Ventures V, L.P.

Date: August 8, 2002

 

By:

 

HealthCare Partners V, L.P.
    Its:   General Partner

 

 

By:

 

/s/  
JEFFREY STEINBERG      
Jeffrey Steinberg
    Its:   Administrative Partner

 

 

HealthCare Partners V, L.P.

Date: August 8, 2002

 

By:

 

/s/  
JEFFREY STEINBERG      
Jeffrey Steinberg
    Its:   Administrative Partner

 

 

James H. Cavanaugh, Ph.D.

Date: August 8, 2002

 

By:

 

/s/  
JEFFREY STEINBERG, ATTORNEY-IN-FACT      
James H. Cavanaugh, Ph.D.

 

 

Harold R. Werner

Date: August 8, 2002

 

By:

 

/s/  
JEFFREY STEINBERG, ATTORNEY-IN-FACT      
Harold R. Werner

 

 

William Crouse

Date: August 8, 2002

 

By:

 

/s/  
JEFFREY STEINBERG, ATTORNEY-IN-FACT      
William Crouse

S-2



 

 

John W. Littlechild

Date: August 8, 2002

 

By:

 

/s/  
JEFFREY STEINBERG, ATTORNEY-IN-FACT      
John W. Littlechild

 

 

Christopher Mirabelli, Ph.D.

Date: August 8, 2002

 

By:

 

/s/  
JEFFREY STEINBERG, ATTORNEY-IN-FACT      
Christopher Mirabelli, Ph.D.

 

 

Augustine Lawlor

Date: August 8, 2002

 

By:

 

/s/  
JEFFREY STEINBERG, ATTORNEY-IN-FACT      
Augustine Lawlor

S-3


Schedule A


EXECUTIVE OFFICERS AND DIRECTORS OF BIOSEARCH ITALIA S.P.A

Biosearch Italia S.p.A

        The directors and executive officers of Biosearch Italia S.p.A., an Italian joint stock company ("Biosearch"), are set forth below. Unless otherwise indicated, each individual's business address is c/o Biosearch, Via Abbondio Sangiorgio 18, Milano 20145, Italy, and each individual is an Italian citizen, unless otherwise provided below:

Name and Business Address

  Present Principal Occupation
Francesco Parenti, Ph.D.*   Chairman, President and Chief Scientific Officer

Claudio Quarta, Ph.D.*

 

Chief Executive Officer and Managing Director of Board

Costantino Ambrosio*

 

Executive Vice President, Manufacturing

Stefano Donadio*

 

Head of Microbial Technologies

Rino De Maria*

 

H.R. Responsible

Jean-Francois Labbè*(+)
27, allee des Bocages
78110 Le Vesinet
France

 

President and Chief Executive Officer of OTL-Pharma

Ubaldo Livolsi*
Cassina De Pechhi (Milan)
Via Antares 14
Italy

 

Main Partner, of Livolsi & Partners

Carlo Musu*

 

Chief Executive Officer of Nycomed S.p.A.

Ermenegildo Beghè

 

Chief Financial Officer

Giorgio Mosconi, M.D.

 

Vice President of Clinical and Business Development

Romeo Ciabatti

 

Vice President of Medicinal Chemistry

Enrico Selva

 

Head of Bioscreen and Microbial Chemistry

Daniela Jabes

 

Head of Medicinal Microbiology

Luigi Colombo

 

Head of Analytical Chemistry

*
Director of Biosearch

(+)
Mr. Labbe is a citizen of France.

Schedule A-1




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SIGNATURE
EXECUTIVE OFFICERS AND DIRECTORS OF BIOSEARCH ITALIA S.P.A