UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
INTRABIOTICS PHARMACEUTICALS, INC.
----------------------------------
(Name of Issuer)
Common Stock, $.001 Par Value
-----------------------------
(Title of Class of Securities)
46116T100
--------------
(CUSIP Number)
James E. Kaye, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 2000
------------------------------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [x].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss.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 15 Pages
Exhibit Index: Page 12
SCHEDULE 13D
CUSIP No. 46116T100 Page 2 of 15
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
INVESTOR AB
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Sweden
Number of 7 Sole Voting Power
Shares 0
Beneficially
Owned By 8 Shared Voting Power
Each 3,675,000
Reporting
Person 9 Sole Dispositive Power
With 0
10 Shared Dispositive Power
3,675,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,675,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
12.31%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 46116T100 Page 3 of 15
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
INVESTOR GROWTH CAPITAL LIMITED
(f/k/a Investor ( Guernsey) Ltd.)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Guernsey
Number of 7 Sole Voting Power
Shares 0
Beneficially
Owned By 8 Shared Voting Power
Each 2,572,500
Reporting
Person 9 Sole Dispositive Power
With 0
10 Shared Dispositive Power
2,572,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,572,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
8.67%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 15
This Statement on Schedule 13D relates to shares of common stock,
$.001 par value per share (the "Shares"), of IntraBiotics Pharmaceuticals, Inc.
(the "Issuer"). The securities reported herein were previously reported on a
Schedule 13G, which was filed on September 6, 2000.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the principal
executive office of the Issuer is 2021 Stierlin Court, Mountain View, California
94043.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Investor Growth Capital Limited (f/k/a Investor (Guernsey) Ltd.)
("Investor Growth"); and
ii) Investor AB ("Investor AB").
This Statement relates to the Shares held for the accounts of Investor
Growth and a limited partnership of which Investor AB serves as the ultimate
general partner (the "Fund").
The Reporting Persons
Investor Growth is a Guernsey company, with its principal place of
business at National Westminster House, Le Truchot, St. Peter Port, Guernsey,
Channel Islands GYI, 4PW. Investor Growth is a wholly owned subsidiary of a
Dutch company, which is a wholly owned subsidiary of a Swedish company, which is
a wholly owned subsidiary of Investor AB. The principal business of Investor
Growth is investments in securities. Current information concerning the identity
and background of the directors and officers of Investment Growth is set forth
in Annex A hereto, which is incorporated by reference in response to this Item
2.
Investor AB, is a publicly held Swedish company, with its principal
place of business at Arsenalsgatan 8c, S-103 32 Stockholm, Sweden. Its principal
business is as a diversified industrial holdings company. Current information
concerning the identity and background of the directors and officers of Investor
AB is set forth in Annex B hereto, which is incorporated by reference in
response to this Item 2.
During the past five years, none of the Reporting Persons and, to the
best of the Reporting Persons' knowledge, no other person identified in response
to this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to
any civil proceeding as a result of which it or he has been 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.
The Shares reported herein were previously reported in a Schedule 13G.
The securities held for the accounts of Investor Growth and the Fund
may be held through margin accounts maintained with brokers, which extend margin
credit as and when required to open or carry positions in their margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firms' credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Page 5 of 15
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired or disposed
of from the accounts of Investor Growth and the Fund were acquired or disposed
of for investment purposes. Except as set forth below and in Item 6, neither the
Reporting Persons nor, to the best of their knowledge, any of the other persons
identified in response to Item 2, has any plans or proposals that relate to or
would result in any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Liza Page Nelson, an employee of an affiliate of Investor Growth
serves as a director of the Issuer. As a director of the Issuer, Ms. Nelson may
have influence over the corporate activities of the Issuer, including activities
which may relate to transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Investor Growth may be deemed the beneficial owner of
2,572,500 Shares (approximately 8.67% of the total number of Shares outstanding
assuming the exercise and conversion of all of the securities held for its
account). This number consists of A) 2,187,500 Shares held for its account and
B) 385,000 Shares issuable upon the exercise of 385,000 warrants for Series H
Preferred Stock and the conversion of such preferred shares held for its
account.
(ii) Investor AB may be deemed the beneficial owner of
3,675,000 Shares (approximately 12.31% of the total number of Shares outstanding
assuming the exercise and conversion of all of the securities held for the
accounts of Investor Growth and the Fund.) This number consists of A) 2,187,500
Shares held for the account of Investor Growth; B) 385,000 Shares issuable upon
the exercise of 385,000 warrants for Series H Preferred Stock and the conversion
of such preferred shares held for the account of Investor Growth; C) 937,500
Shares held for the account of the Fund; and D) 165,000 Shares issuable upon the
exercise of 165,000 warrants for Series H Preferred Stock and the conversion of
such preferred shares held for the account of the Fund.
(b) (i) Investor Growth may be deemed to have shared power to
direct the voting and disposition of the 2,572,500 Shares held for its account
(assuming the exercise of all the warrants for Series H Preferred Stock and the
conversion of all such preferred shares held for its account.
(ii) Investor AB may be deemed to have shared power to
direct the voting and disposition of 3,675,000 Shares held for the accounts of
Investor Growth and the Fund. This number consists of A) 2,572,500 Shares held
for the account of Investor Growth (assuming the exercise of all the warrants
for Series H Preferred Stock and the conversion of all such preferred shares
held for the account of Investor Growth) and B) 1,102,500 Shares held for the
account of the Fund (assuming the exercise of all the warrants for Series H
Preferred Stock and the conversion of such preferred shares held for the account
of the Fund).
(c) Except as set forth in Item 6 below, there have been no
transactions effected with respect to the Shares since April 1, 2001 (60 days
prior to the date hereof) by any of the Reporting Persons.
(d) (i) The shareholders of Investor Growth, including Investor
AB, have the right to participate in the receipt of dividends from, or the
proceeds from the sale of, the securities held for the account of Investor
Growth in accordance with their ownership interests in Investor Growth.
Page 6 of 15
(ii)The partners of the Fund, including Investor AB, have
the right to participate in the receipt of dividends from, or the proceeds from
the sale of, the securities held for the account of the Fund in accordance with
their ownership interests in the Fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As noted in Item 4 above, Ms. Nelson, an employee of an affiliate of
Investor Growth serves as a director of the Issuer.
From time to time, each of the Reporting Persons may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount of
securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time, to the extent permitted by applicable
laws, each of the Reporting Persons may borrow securities, including the Shares,
for the purpose of effecting, and may effect, short sale transactions, and may
purchase securities for the purpose of closing out short positions in such
securities.
Except as set forth above, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 7 of 15
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: June 1, 2001 INVESTOR GROWTH CAPITAL LIMITED
(f/k/a Investor (Guernsey) Ltd.)
By: /S/ MICHAEL OPORTO
-----------------------------------------
Michael Oporto
Attorney-in-Fact
By: /S/ BORJE EKHOLM
-----------------------------------------
Borje Ekholm
Attorney-in-Fact
Date: June 1, 2001 INVESTOR AB
By: /S/ MICHAEL OPORTO
-----------------------------------------
Michael Oporto
Attorney-in-Fact
By: /S/ BORJE EKHOLM
-----------------------------------------
Borje Ekholm
Attorney-in-Fact
Page 8 of 15
ANNEX A
Directors and Officers of Investor Growth Capital Limited
(f/k/a Investor (Guernsey) Ltd.)
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
David C. Jeffreys Managing Director of National Westminster House
A-Director Abacus Financial Services (Guernsey) Le Truchot, St. Peter Port
(British) Limited Guernsey, GY1 4 PW
Neil J. Crocker Managing Director of National Westminster House
A-Director Abacus Financial Services (Guernsey) Le Truchot, St. Peter Port
(British) Limited Guernsey, GY1 4 PW
Wayne Tallowin Managing Director of National Westminster House
A-Director Abacus Financial Services (Guernsey) Le Truchot, St. Peter Port
(British) Limited Guernsey, GY1 4 PW
Marc Hollander Managing Director of World Trade Center
B-Director Investor Growth Capital Holding B.V. Tower D, 11th Floor
(Dutch) Strawinskylaan 1159
107XX Amsterdam
The Netherlands
Catarina Fritz Managing Director of Arsenalsgatan 8c
B-Director Investor AB S-103 32 Stockholm
(Swedish) Sweden
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to
the Shares.
Page 9 of 15
ANNEX B
Directors and Officers of Investor AB
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Percy Barnevik Chairman Investor AB
Director Chairman of ABB Ltd., AstraZeneca PLC Arsenalsgatan 8c
(Swedish) and Sandvik; Director of General Motors, (USA) S-103 32
Stockholm, Sweden
Claes Dahlback Executive Vice Chairman Investor AB
Director Chairman of EQT, Gambro AB, IBX, imGO, Arsenalsgatan 8c
(Swedish) Stora Enso Oyj and Vin & Spirit AB; S-103 32
Vice Chairman of SEB; Stockholm, Sweden
Director of Findus
Jacob Wallenberg Executive Vice Chairman Investor AB
Director Chairman of SEB; Vice Chairman of Atlas Copco AB, Arsenalsgatan 8c
(Swedish) Electrolux AB and the Knut and Alice Wallenberg S-103 32
Foundation; Director of ABB Ltd., WM-data, the Stockholm, Sweden
Swedish Federation of Industries, the Nobel
Foundation and EQT Scandinavia B.V.
Marcus Wallenberg President and Chief Executive Officer Investor AB
Director Vice Chairman of Telefonaktiebolaget LM Ericsson Arsenalsgatan 8c
(Swedish) and Saab AB; S-103 32
Director of AstraZeneca PLC, Stockholm, Sweden
the Knut and Alice Wallenberg Foundation, SAS
Assembly of Representatives, Stora Enso Oyj and
Scania AB
Hakan Mogren Deputy Chairman of AstraZeneca PLC and Gambro AB; Investor AB
Director Forthcoming Chairman of Reckitt Benckiser PLC and Arsenalsgatan 8c
(Swedish) Chairman of the Industrial Institute for Industrial S-103 32
and Social Research (IUI), the Swedish-American Stockholm, Sweden
Foundation and the Swedish-Japanese Foundation;
Director of the Carl Trygger Foundation for
Scientific Research, Marianne and Marcus
Wallenberg's Foundation and the Royal Academy of
Engineering Sciences (IVA)
Page 10 of 15
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Mauritz Sahlin Chairman of Air Liquide AB, FlexLink Systems AB, Investor AB
Director Imego, Universum AB and the Western Sweden Chamber Arsenalsgatan 8c
(Swedish) of Commerce; S-103 32
Director of Chalmers AB, Billes AB, Netmage AB, Stockholm, Sweden
Paybox Nordic AG, Sandvik AB and the Federation of
Swedish Industries
Anders Scharp Chairman of AB Nederman, Atlas Copco, Saab AB, SKF Investor AB
Director and the Swedish Employer's Confederation; Director Arsenalsgatan 8c
(Swedish) of Federation of Swedish Industries S-103 32
Stockholm, Sweden
Peter D. Sutherland Chairman of Goldman Sachs International and BP Investor AB
Director Amoco p.l.c.; Director of ABB Ltd., Arsenalsgatan 8c
(Irish) The Royal Bank of Scotland Group p.l.c. and S-103 32
Telefonaktiebolaget LM Ericsson Stockholm, Sweden
Bjorn Svedberg Chairman of Eniro, Hi3G Access, K-World, Nefab, Investor AB
Director Pyrosequencing, RKI (Denmark), Salcomp (Finland), Arsenalsgatan 8c
(Swedish) Chalmers University of Technology and the Royal S-103 32
Academy of Engineering Sciences (IVA); Stockholm, Sweden
Director of Saab AB, the Knut and Alice Wallenberg
Foundation, Gambro, the Financial Supervisory
Authority and the Morgan Stanley Dean Witter
European Advisory Board
Michael Treschow President and CEO of AB Electrolux; Investor AB
Director Chairman of the Swedish Trade Council; Arsenalsgatan 8c
(Swedish) Director of Atlas Copco and the Center for Business S-103 32
and Policy Studies Stockholm, Sweden
Peter Wallenberg Honorary Chairman Investor AB
Director Chairman of the Knut and Alice Wallenberg Arsenalsgatan 8c
(Swedish) Foundation; Honorary Chairman of Atlas Copco S-103 32
Stockholm, Sweden
Page 11 of 15
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Borje Ekholm Executive Vice President, Investor Growth Capital, Inc.
Executive Vice President New Investments, New York 12 East 49th Street
(Swedish) New York, N.Y. 10017
Lars Wedenborn Chief Financial Officer Investor AB
Chief Financial Officer & and Executive Vice President Arsenalsgatan 8c
Executive Vice President S-103 32
(Swedish) Stockholm, Sweden
Sven Nyman Executive Vice President Investor AB
Executive Vice President Core Holdings Arsenalsgatan 8c
(Swedish) S-103 32
Stockholm, Sweden
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements, understandings or
relationships with respect to the Shares.
Page 12 of 15
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of June 1, 2001, by
and between Investor AB and Investor Growth Capital
Limited................................................ 13
B. Power of Attorney, dated December 13, 2000, granted by
Investor AB in favor of Borje Ekholm, Henry Gooss and
Michael Oporto......................................... 14
C. Power of Attorney, dated February 20, 2001, granted by
Investor Growth Capital Limited in favor of Borje
Ekholm, Henry Gooss and Michael Oporto................. 15