SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)1
ARADIGM CORPORATION
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
038508
(CUSIP Number)
Ole Ramsby
Novo Nordisk A/S
Novo Alle
DK-2880 Bagsvaerd
Denmark
Tel No.: +45 4444 8888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 2003
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box o.
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.
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1 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the th purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP No. 038508 Page 2 of 10 Pages
---------------- ------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Novo Nordisk A/S
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Kingdom of Denmark
7 SOLE VOTING POWER
1,020,612
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 22,889,002
9 SOLE DISPOSITIVE POWER
1,020,612
10 SHARED DISPOSITIVE POWER
6,847,757
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,909,614 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.6% - See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10
Novo Nordisk A/S, a publicly quoted Danish company ("Buyer") hereby
amends and supplements its Report on Schedule 13D, originally filed on November
14, 2001 (as amended and supplemented, the "Schedule 13D") with respect to the
shares of Common Stock, no par value (the "Shares"), of Aradigm Corporation, a
California corporation (the "Issuer"). Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned to
such term in the Schedule 13D.
Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
The following additional paragraphs are added after the last paragraph
of Item 4 of the Schedule 13D:
On February 10, 2003, the Issuer and certain other investors entered
into a Securities Purchase Agreement (the "Securities Purchase Agreement"),
whereby the Issuer agreed to sell a certain number of Shares and warrants,
subject to shareholder approval and other closing conditions. In connection
with the Securities Purchase Agreement, Buyer and certain other shareholders of
the Issuer (collectively, the "Other Shareholders") entered into a Voting
Agreement dated February 10, 2003 (the "Voting Agreement" a copy of which is
attached hereto as Exhibit 2 and incorporated herein by reference), pursuant to
which the parties agreed to vote all Shares registered in their respective
names or beneficially owned by them (whether owned as of the date of the Voting
Agreement or any time thereafter) to approve the Securities Purchase Agreement
and other related documents and transactions. The scope of the Voting Agreement
is limited to these matters and does not require the Buyer and the Other
Stockholders to vote in any way on any matter except as set forth above.
The Voting Agreement terminates on the earlier of: (i) the Closing
Date (as defined in the Securities Purchase Agreement), (ii) the date on which
the parties to the Voting Agreement terminate it by written consent of New
Enterprise Associates and a majority in interest of the shareholders party to
the Voting Agreement, (iii) the termination of the Securities Purchase
Agreement and (iv) April 30, 2003.
Item 5. Interest in Securities of the Issuer.
(a) For the purposes of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), Buyer may be deemed to
beneficially own 23,909,614 Shares, or approximately 56.6% of the outstanding
Shares, which includes Warrants to purchase 4,913,144 Shares and 1,536,226
shares of Preferred Stock (convertible into 6,144,904 Shares).
(b) By virtue of the Voting Agreement (the details of which are set
forth under Item 4 of this Schedule 13D), Buyer may be deemed to have the
shared power to vote or direct the vote of the 4,983,197 Shares, warrants to
purchase 4,913,144 Shares and the 1,536,226 shares of Preferred Stock
(convertible into 6,144,904 Shares) held by the Other Stockholders for the
limited purposes described in Item 4 of this Schedule 13D. The Reporting Person
disclaims beneficial ownership of all such securities of the Issuer owned by
the Other Stockholders. By virtue of the relationship described in Item 2 of
this Schedule 13D, Buyer may be deemed to have the sole power to vote or direct
the vote and sole power to dispose or direct the disposition of and vote of the
1,020,612 Shares held by it directly and the shared power to direct the
disposition of and vote of the 6,847,757 Shares held by NN Pharmaceuticals.
(c) None of Buyer, any of the persons named in Item 2 or any of the
persons set forth on Schedule A, has effected any transaction in the Common
Stock during the past 60 days.
Page 3 of 10
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See response to Item 4.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Stock Purchase Agreement dated as of October 22, 2001
between the Issuer and Buyer.#
Exhibit 2: Voting Agreement dated as of February 10, 2003 between
Buyer and certain other parties set forth on Exhibit A to
such Voting Agreement.
# Previously filed as an exhibit to the original Schedule 13D filed
November 14, 2001.
Page 4 of 10
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 28, 2003
NOVO NORDISK A/S
By: /s/ Mads Ovlisen
--------------------------------
Name: Mads Ovlisen
Title: Chairman of the Board
By: /s/ Kare Schultz
--------------------------------
Name: Kare Schultz
Title: Executive Vice President & COO
Page 5 of 10
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF BUYER
The name, address, title, present principal occupation or employment of each of
the directors and executive officers of Buyer are set forth below. If no
address is given, the director's or officer's address is Novo Alle, DK-2880
Bagsvaerd, Denmark. The directors are designated with asterisks (*).
Name and Citizenship Principal Occupation and Address
-------------------- --------------------------------
*Mads 0vlisen Chairman of the Board
Danish Novo Nordisk A/S
Novo Alle, 6B2.22
2880 Bagsvaerd
Denmark
*Kurt Anker Nielsen Co-President & CEO
Danish Novo A/S
Krogshojvej 41, 9P2.05
2880 Bagsvaerd
Denmark
*Jan Ulf Sigvard Johansson CEO/Businessman
Swedish Strandvagen 43, 4 tr.
114 56 Stockholm
Sweden
*Jorgen Wedel 29 Winsor Way
Danish Weston, Massachusetts 02493
USA
*Kurt Briner Director
Swiss c/o Ebsa sa
47, rue du 31 Decembre
CH-1211 Geneva 6
Switzerland
*Niels Jacobsen President & CEO
Danish William Demant Holding A/S
Strandvejen 58
2900 Hellerup
Denmark
*Anne Marie Handrup Kverneland Laboratory Assistant
Danish Novo Nordisk A/S
Laurentsvej 22, 7X
2880 Bagsvaerd
Denmark
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Name and Citizenship Principal Occupation and Address
-------------------- --------------------------------
*Johnny Henriksen Environmental Specialist
Danish Novo Nordisk A/S
Hummeltoftevej 49
Building SOC 1.18
2830 Virum
Denmark
*Stig Strobaek Electrician
Danish Novo Nordisk, A/S
Laurentsvej 22, 7X
2880 Bagsvaerd
Denmark
Lars Rebien Sorensen CEO
Danish Novo Nordisk A/S
Jesper Brandgaard CFO
Danish Novo Nordisk A/S
Kare Schultz Chief Operating Officer
Danish Novo Nordisk A/S
Mads Krogsgaard Thompsen Chief Science Officer
Danish Novo Nordisk A/S
Lars Almblom Jorgensen Chief of Staffs
Danish Novo Nordisk A/S
Lise Kingo Executive Vice President
Danish Novo Nordisk A/S
DIRECTORS AND EXECUTIVE OFFICERS OF NN NORTH AMERICA
The name, address, title, present principal occupation or employment of each of
the directors and executive officers of NN North America, are set forth below.
If no address is given, the director's or officer's address is 405 Lexington
Avenue, New York City, New York 10017. The directors are designated with
asterisks (*).
Name and Citizenship Principal Occupation and Address
-------------------- --------------------------------
*James Shehan President and Secretary
USA Novo Nordisk of North America, Inc.
*Susan Jackson Vice President Communications
USA Novo Nordisk Pharmaceuticals, Inc.
100 College Road West
Princeton, NJ 08540-7810
*Phil Fornecker CFO and Treasurer
USA Novo Nordisk of North America, Inc.
Page 7 of 10
Name and Citizenship Principal Occupation and Address
-------------------- --------------------------------
*Ole F. Ramsby Senior Vice President Legal Affairs
Danish and General Counsel
Novo Nordisk A/S
Novo Alle
2880 Bagsvaerd
Denmark
Mark Stolp Assistant Treasurer
USA Novo Nordisk of North America, Inc.
Jerry Shilling Assistant Treasurer
USA Novo Nordisk of North America, Inc.
Kevin Rowland Assistant Treasurer
USA Novo Nordisk of North America, Inc.
Joan M. Schmidt Assistant Secretary
USA Novo Nordisk of North America, Inc.
DIRECTORS AND EXECUTIVE OFFICERS OF NN PHARMACEUTICALS
The name, address, title, present principal occupation or employment of each of
the directors and executive officers of NN Pharmaceuticals, are set forth
below. If no address is given, the director's or officer's address is 100
College Road, Princeton, New Jersey 08540. The directors are designated with
asterisks (*).
Name and Citizenship Principal Occupation and Address
-------------------- --------------------------------
*Martin Soeters President
The Netherlands Novo Nordisk Pharmaceuticals, Inc.
*Kare Schultz Chief Operating Officer
Danish Novo Nordisk A/S
*Barry Reit Vice President Regulatory Affairs
Danish Novo Nordisk Pharmaceuticals, Inc.
*Phil Fornecker Vice President Finance
USA Novo Nordisk Pharmaceuticals, Inc.
*Jim C. Shehan President
USA Novo Nordisk of North America, Inc.
405 Lexington Avenue
New York City, NY 10017
DIRECTORS AND EXECUTIVE OFFICERS OF NOVO A/S
The name, address, title, present principal occupation or employment of each of
the directors and executive officers of Novo A/S, are set forth below. If no
address is given, the director's or officer's address is Krogshojvej 41,
DK-2880 Bagsvaerd, Denmark. The directors are designated with asterisks (*).
Name and Citizenship Principal Occupation and Address
-------------------- --------------------------------
*Palle Marcus Chairman of the Board of Directors
Danish Novo A/S
Page 8 of 10
Name and Citizenship Principal Occupation and Address
-------------------- --------------------------------
*Jorgen Boe Lawyer
Danish Margrethevej 6
2960 Rungsted Kyst
Denmark
*Jan Ulf Sigvard Johansson CEO/Businessman
Swedish Strandvagen 43, 4 tr.
114 56 Stockholm
Sweden
*Hans Kristian Werdelin Member Board of Directors
Danish Novo A/S
Henrik Gurtler Co-CEO
Danish Novo A/S
Kurt Anker Nielsen Co-CEO
Danish Novo A/S
DIRECTORS AND EXECUTIVE OFFICERS OF FOUNDATION
The name, address, title, present principal occupation or employment of each of
the directors and executive officers of the Foundation, are set forth below. If
no address is given, the director's or officer's address is Brogardsvej 70,
Post Box 71, DK-2820 Gentofte, Denmark. The directors are designated with
asterisks (*).
Name and Citizenship Principal Occupation and Address
-------------------- --------------------------------
*Palle Marcus Chairman of Board of Directors
Danish Novo Nordisk Foundation
*Jorgen Boe Lawyer
Danish Margrethevej 6
2960 Rungsted Kyst
Denmark
*Mads Ovlisen Member Board of Directors
Danish Novo Nordisk Foundation
Novo Nordisk A/S
Novo Alle
6B2.22
2880 Bagsvaerd
Denmark
*Niels Borregaard Doctor
Danish Enevangen 83
3450 Allerod
Denmark
*Jan Eric Lindsten Doctor
Swedish Norr Malarstrand 78, 3 tr.
S-112 35 Stockholm
Sweden
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Name and Citizenship Principal Occupation and Address
-------------------- --------------------------------
*Hans Ejvird Hansen Director
Danish Hegelsvej 12
2900 Charlotterlund
Denmark
*Ulla Morin Technician
Danish Novo Nordisk Foundation
*Soren Thuesen Pedersen Chemist
Danish Novo Nordisk Foundation
*Stig Strobaek Electrician
Danish Novo Nordisk Foundation
Gert Almind Frederiksen CEO
Danish Novo Nordisk Foundation
Page 10 of 10