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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. 2)*
Protein Design Labs, Inc.
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(Name of Issuer)
Common stock, par value $.01 per share
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(Title of Class of Securities)
74369L 103
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(CUSIP Number)
Eric F. Stoer
Bryan Cave LLP
700 Thirteenth Street, NW, Washington, D.C. 20005
(202) 508-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 and 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).
Page 1 of 7 Pages
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP NO. 74369L 103 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corange International Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 SOLE VOTING POWER
NUMBER OF SHARES
1,682,877
BENEFICIALLY -----------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY EACH
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,682,877
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,682,877 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.33%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share (the
"Common Stock"), of Protein Design Labs, Inc. (the "Issuer"). The Issuer is a
Delaware corporation and has its principal executive offices located at 2375
Garcia Avenue, Mountain View, California 94043.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is Corange International
Limited, a limited liability company organized under the laws of Bermuda
("CIL"). The address of the principal business and principal office of CIL is 22
Church Street, P.O. Box HM 2026, Hamilton HM HX Bermuda. CIL is an international
holding company whose subsidiaries are principally engaged in the business of
developing, producing and marketing diagnostic and pharmaceutical products.
CIL is a wholly owned subsidiary of Corange Limited, a limited liability
company organized under the laws of Bermuda ("Corange"). Corange is an
international holding company whose subsidiaries are principally engaged in the
business of developing, producing and marketing diagnostic, orthopedic and
pharmaceutical products. The address of the principal business and principal
office of Corange is 22 Church Street, P.O. Box HM 2026, Hamilton HM HX Bermuda.
Set forth in Exhibit A is the name, citizenship, business or residence
address and present principal occupation or employment, as well as the name,
principal, business and address of any corporation or other organization in
which such occupation or employment is conducted, of each of the directors and
executive officers of CIL and Corange, as of the date hereof.
During the last five years, none of CIL or Corange, or, to the knowledge of
CIL, any person named in Exhibit A, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer and CIL are parties to a Stock Purchase Agreement (the "Stock
Purchase Agreement"), Registration Rights Agreement (the "Registration Rights
Agreement") and Joint Development, Marketing and License Agreement (the "Joint
Development, Marketing
Page 3 of 7 Pages
and License Agreement"), each dated as of October 28, 1993, and amended as of
December 5, 1994.
On October 28, 1993, CIL agreed to acquire 1,200,000 shares of Common Stock
for an aggregate purchase price of $30 million. On December 5, 1994, CIL
acquired an additional 1,232,877 shares of Common Stock for an aggregate
purchase price of $45 million. The consideration for the foregoing purchases was
cash and all of such shares of Common Stock were acquired for investment.
CIL exercised its piggyback registration rights with respect to 750,000
shares of Common Stock pursuant to the Registration Rights Agreement on January
31, 1997, and sold those shares on March 24, 1997 in a registered public
offering conducted by the Issuer.
Except as described above or as described in the Stock Purchase Agreement,
the Registration Rights Agreement, the Joint Development, Marketing and License
Agreement and the Standstill Agreement dated as of October 28, 1993, between the
Issuer and CIL (the "Standstill Agreement"), as amended, each of which is
incorporated herein by reference and has previously been filed with the
Commission, none of CIL or Corange, or, to the knowledge of CIL, any person
named in Exhibit A, has any plans or proposals which relate to or would result
in any of the transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) CIL beneficially owns 1,682,877 shares of Common Stock. Based upon
information contained in the most recently available filing by the Issuer with
the Securities and Exchange Commission, such shares constitute approximately
9.33% of the outstanding shares of Common Stock. CIL has the sole power to vote
and to dispose of all such shares. Corange may also be deemed to beneficially
own such shares. To the knowledge of CIL, no shares of Common Stock are
beneficially owned by any of the persons named in Exhibit A.
(c) Except as described above, none of CIL or Corange, or, to the knowledge
of CIL, any person named in Exhibit A, has affected any transaction in the
Common Stock during the past 60 days.
(d) To the knowledge of CIL, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any shares of Common Stock beneficially owned by CIL.
Page 4 of 7 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described above or as described in the Stock Purchase Agreement,
the Registration Rights Agreement, the Joint Development, Marketing and License
Agreement, and the Standstill Agreement, as amended, each of which is
incorporated herein by reference and has previously been filed with the
Commission, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
- ------- -----------------------------------------------------------------------
A Information concerning executive officers and directors of CIL and
Corange.
B Stock Purchase Agreement dated as of October 28, 1993, between the
Issuer and CIL. (Incorporated by reference to Exhibit B to the Schedule
13D of CIL dated November 11, 1993 filed with respect to the Common
Stock of the Issuer (the "Schedule 13D")).
C Registration Rights Agreement dated as of October 28, 1993, between the
Issuer and CIL (Incorporated by reference to Exhibit D to the Schedule
13D).
D Joint Development, Marketing and License Agreement dated as of October
28, 1993, between the Issuer and CIL (Incorporated by reference to
Exhibit 5.2 to the Form 8-K of the Issuer dated October 28, 1993)
(Confidential portions have been omitted and filed separately with the
Commission).
E Standstill Agreement dated as of October 28, 1993, between the Issuer
and CIL (Incorporated by reference to Exhibit C to the Schedule 13D).
F Amendment No. 1 to Stock Purchase Agreement, Registration Rights
Agreement and Joint Development, Marketing and License Agreement dated
as of December 5, 1994, between the Issuer and CIL (Incorporated by
reference to Exhibit 5.2 to the Form 8-K of the Issuer dated December
14, 1994) (Confidential portions have been omitted and filed separately
with the Commission).
Page 5 of 7 Pages
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.
April 4, 1997.
CORANGE INTERNATIONAL LIMITED
By: /s/ Ivor Macleod
------------------------------------
Ivor Macleod
Authorized signatory
Page 6 of 7 Pages
EXHIBIT A
OFFICERS AND DIRECTORS OF CORANGE LTD.
Name Position(s) Employer Citizenship
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Michael J. Drew Director International Services Ltd UK
Curt G. Engelhorn Chairman Corange Ltd Germany
& Director
James A. Lent Director DePuy Inc. USA
Gerald Moller Director Boehringer Mannheim GMBH Germany
Anthony Williams Vice Chairman Coudert Brothers USA
& Director
OFFICERS AND DIRECTORS OF CORANGE INTERNATIONAL LIMITED
Name Position(s) Employer Citizenship
- ----------------- -------------- -------------------------------- -----------
Michael J. Drew Director International Services Ltd. UK
& Vice President
Adolf Luttke Director Corange Ltd Germany
& Vice President
Administration
Anthony Williams Director Coudert Brothers USA
Bernhard Kubitza Director Corange Ltd Germany
Page 7 of 7 Pages