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OMB
APPROVAL
OMB
Number:
3235-0145
Expires:
February 28. 2009
Estimated
average burden
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per response
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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. )*
Memory
Pharmaceuticals Corp.
(Name of
Issuer)
Common
Stock, Par Value $0.001 Per Share
(Title of
Class of Securities)
58606R403
(CUSIP
Number)
Frederick
C. Kentz III
Hoffmann-La
Roche Inc.
340
Kingsland Street
Nutley,
New Jersey 07110
Telephone:
(973) 235-5000
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
Copies
to:
Marc
O. Williams
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
November
25, 2008
(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-l(f) or 240.13d-l(g), check the
following box.
o
*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).
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1
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NAME
OF REPORTING PERSONS
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|
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
N/A
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
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7
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SOLE
VOTING POWER
0
|
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8
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SHARED
VOTING POWER
31,245,925 (including 6,523,533
subject to outstanding options and warrants)
1
|
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9
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SOLE
DISPOSITIVE POWER
0
|
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10
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SHARED
DISPOSITIVE POWER
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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14
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TYPE
OF REPORTING PERSON
CO
|
|
1
Beneficial ownership of the above
referenced Common Stock is being reported hereunder because the Reporting Person
may be deemed to have beneficial ownership of such Common Stock by virtue of the
Tender and Support Agreement described below. Neither the filing of
this Schedule 13D nor any of its contents shall be deemed to constitute an
admission by the Reporting Person that it is the beneficial owner of any of any
common stock for purposes of Section 13(d) of the Exchange Act, or for any other
purpose, and such beneficial ownership thereof is expressly
disclaimed.
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1
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NAME
OF REPORTING PERSONS
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
N/A
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
31,245,925 (including 6,523,533
subject to outstanding options and warrants)
2
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE
OF REPORTING PERSON
CO
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2
Beneficial ownership of the above
referenced Common Stock is being reported hereunder because the Reporting Person
may be deemed to have beneficial ownership of such Common Stock by virtue of the
Tender and Support Agreement described below. Neither the filing of
this Schedule 13D nor any of its contents shall be deemed to constitute an
admission by the Reporting Person that it is the beneficial owner of any of any
common stock for purposes of Section 13(d) of the Exchange Act, or for any other
purpose, and such beneficial ownership thereof is expressly
disclaimed.
Item
1. Security and Issuer
The class
of equity securities to which this statement relates is the common stock, $0.001
par value per share (the “Shares”), of Memory Pharmaceuticals Corp., a Delaware
corporation (the “Issuer”). The principal executive offices of the
Issuer are located at 100 Philips Parkway, Montvale, New Jersey
07645.
Item
2. Identity and Background
The names
of the persons filing this statement are Roche Holding Ltd, a joint stock
company organized under the laws of Switzerland (“Roche”) and Hoffmann-La Roche
Inc., a New Jersey corporation (“HLR”). Roche is a holding company
which, through its subsidiaries, including HLR (collectively, the “Roche
Group”), engages primarily in the development, manufacture, marketing and sales
of pharmaceuticals, and in the business of in vitro diagnostics and is one of
the world’s leading research-based health care groups active in the discovery,
development, manufacture and marketing of pharmaceuticals and diagnostic
systems. The address of the principal office of Roche is
Grenzacherstrasse 124, CH-4070 Basel, Switzerland. The address of the
principal office of HLR is 340 Kingsland Street, Nutley, New Jersey
07110.
The name,
business address, present principal occupation or employment and certain other
information relating to each of the directors and executive officers of Roche
and HLR is set forth in Schedule A hereto, and is incorporated by
reference.
During the
last five years, neither Roche nor HLR, and to the best of Roche’s and HLR’s
knowledge, any of the persons listed on Schedule A attached hereto, has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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
The Tender
and Support Agreement described in Item 4 of this Schedule 13D (the terms of
which are hereby incorporated by reference) was entered into among HLR and the
stockholders listed on the signature pages thereto (collectively, the
“Supporting Stockholders”). The Supporting Stockholders entered into the Tender
and Support Agreement as an inducement to HLR’s willingness to enter into the
Merger Agreement described in Item 4 (the terms of which are hereby incorporated
by reference). HLR did not pay additional consideration to the Supporting
Stockholders in connection with the execution and delivery of the Tender and
Support Agreement and thus no funds were used for such purpose.
Item
4. Purpose of Transaction
(a)−(b) On
November 25, 2008, HLR, 900 North Point Acquisition Corporation (“Merger Sub”)
and the Issuer entered into an Agreement and Plan of Merger (the “Merger
Agreement”) pursuant to which Merger Sub is offering to purchase all outstanding
common shares, par value $0.001 per share (the “Shares”), of the Issuer for
$0.61 per Share (the “Offer Price”), net to the seller in cash, without interest
and less applicable withholding taxes (the “Offer”). The Merger
Agreement provides that as soon as practicable after the consummation of the
Offer, Merger Sub will merge into the Issuer (the “Merger”), with the Issuer
surviving as the surviving corporation and becoming a wholly-owned subsidiary of
HLR. At the effective time of the Merger, each outstanding Share will
be converted into the right to receive the price paid in the Offer, without
interest. A copy of the Merger Agreement has been filed as Exhibit
2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities
and Exchange Commission on November 25, 2008.
In order
to induce HLR and Merger Sub to enter into the Merger Agreement, the Supporting
Stockholders entered into a Tender and Support Agreement with HLR, dated as of
November 25, 2008 (the “Tender and Support Agreement”). Pursuant to the Tender
and Support Agreement, each Supporting Stockholder agreed to validly tender (or
cause to be tendered) in the Offer any and all Shares currently beneficially
owned by such Supporting Stockholder (excluding any Shares that are the subject
of unexercised options to purchase Shares or warrants to purchase Shares) and
any additional Shares with respect to which such Supporting Stockholder becomes
the
beneficial
owner (including, without limitation, whether by purchase, by the exercise of
options to purchase Shares or warrants to purchase Shares or otherwise) after
the date of the Tender and Support Agreement (collectively, but excluding any
Shares that are disposed of in compliance with the terms of the Tender and
Support Agreement, the “Subject Shares”) pursuant to the terms of the Offer as
promptly as practicable, but no later than no later than seven (7) business days
after the receipt by such Supporting Stockholder of all documents or instruments
required to be delivered pursuant to the terms of the Offer, including but not
limited to the letter of transmittal in the case of certificated Subject
Shares.
The Tender
and Support Agreement further provides that each Supporting Stockholder will, at
any meeting of the holders of Shares, vote (or cause to be voted) (i) in favor
of (A) the adoption of the Merger Agreement and (B) without limitation of the
preceding clause (A), the approval of any proposal to adjourn or postpone the
Company Stockholders Meeting (as defined in the Merger Agreement) to a later
date if there are not sufficient votes for adoption of the Merger Agreement on
the date on which the Company Stockholders Meeting is held; and (ii) against any
action or agreement that would reasonably be expected to materially impede,
hinder, interfere with, prevent, delay or adversely affect the consummation of
the transactions contemplated by the Merger Agreement, including, but not
limited to, any agreement or arrangement related to an Acquisition Proposal (as
defined in the Merger Agreement). In furtherance of the Subject Stockholders
covenants under the Tender and Support Agreement, the Supporting Stockholders
agreed, for a period beginning on the date of the Tender and Support Agreement
and continuing until the termination of the Tender and Support Agreement, to
appoint HLR as the Supporting Stockholders’ attorney-in-fact and proxy, with
full power of substitution, to vote the Supporting Stockholders’ Shares in favor
of adoption of the Merger Agreement and approval of the Merger and against the
actions described in clause (ii) of the immediately preceding
sentence.
Each
Supporting Stockholder agreed pursuant to the Tender and Support Agreement not
to, without the prior written consent of HLR, directly or indirectly, (i) grant
any proxies, powers of attorney, rights of first offer or refusal or enter into
any voting trust, (ii) sell (including short sell), assign, transfer, tender,
pledge, encumber, grant a participation interest in, hypothecate or otherwise
dispose of (including by gift) (each, a “Transfer”), (iii) otherwise permit any
liens to be created on, or (iv) enter into any contract, agreement, option,
instrument or other arrangement or understanding with respect to the direct or
indirect Transfer of, any Subject Shares. No Supporting Stockholder will, and
will not permit any person under such Supporting Stockholder’s control or any of
its or their respective representatives to, seek or solicit any such Transfer or
any such contract, agreement, option, instrument or other arrangement or
understanding. Each Supporting Stockholder will have the right to Transfer all
or any portion of its or his Subject Shares to a permitted transferee (as such
term is defined in the Tender and Support Agreement) of such Supporting
Stockholder if and only if such permitted transferee shall have agreed in
writing, in a manner reasonably acceptable in form and substance to HLR, (x) to
accept such Subject Shares subject to the terms and conditions of the Tender and
Support Agreement and (y) to be bound by the terms of the Tender and Support
Agreement.
Each
Supporting Stockholder agreed that neither it nor any of its affiliated
investment funds or vehicles will, and will use its reasonable best efforts to
cause its and its affiliated investment funds and vehicles respective advisors,
not to, directly or indirectly, (i) submit, solicit, initiate or take any action
to knowingly facilitate or encourage the submission of any Acquisition Proposal,
(ii) enter into or participate in any discussions or negotiations regarding an
Acquisition Proposal, or furnish any information relating to the Issuer or any
of its subsidiaries to any third party that is seeking (to the knowledge of such
Supporting Stockholder) to make, or has made, an Acquisition Proposal or (iii)
enter into any agreement in principle, letter of intent, term sheet, merger
agreement, purchase agreement, acquisition agreement, option agreement or other
similar instrument relating to an Acquisition Proposal. Each Supporting
Stockholder is permitted to engage in discussions with the Company regarding a
Covered Equity Investment (as defined in the Merger Agreement) to the extent
that the Company is permitted to engage in such discussions with such Supporting
Stockholder pursuant to terms of the Merger Agreement as described in “— No
Solicitation” above. Each Stockholder agreed that it will not suggest or
encourage any portfolio company of such Stockholder or any of its affiliated
investment funds or vehicles to take any action that such Stockholder is not
permitted to take pursuant to the provisions of the Tender and Support
Agreement.
The Tender
and Support Agreement and the obligations of the Supporting Stockholders
thereunder automatically terminates on the earlier of (i) the Effective Time,
(ii) the termination of the Tender and Support
Agreement
by written notice from HLR to the Supporting Stockholders, (iii) the termination
of the Merger Agreement, (iv) the occurrence of an Adverse Recommendation Change
(as defined in the Merger Agreement) and (v) the termination of the Offer or any
amendment, modification, change or waiver to the terms of the Offer that results
in any decrease in the Offer Price or any change in the form of consideration to
be used to purchase Shares.
A copy of
the Tender and Support Agreement Merger Agreement has been filed as Exhibit
(e)(2) to the Schedule 14D-9 filed by the Issuer with the Securities and
Exchange Commission on December 3, 2008 and the description of the Tender and
Support Agreement contained herein is qualified in its entirety by reference to
the text of the Tender and Support Agreement, which is incorporated herein by
reference.
(c) In the
event that HLR acquires control of the Issuer, it currently expects to
discontinue the operations of the Issuer and integrate the Issuer’s activities
under existing collaboration agreements between the Issuer, HLR and F.
Hoffmann-La Roche Ltd into the Roche Group global organization.
(d) The
Merger Agreement provides that from and after the date that Shares are first
accepted for payment by Merger Sub under the Offer, HLR will be entitled to
designate a number of the Issuer’s directors (the “Roche Designees”), rounded up
to the next whole number, on the Company Board, equal to the total number of
directors on the Issuer’s Board (after giving effect to the directors appointed
as a result of designation by HLR) multiplied by the percentage of Shares
beneficially owned by HLR and/or Merger Sub relative to the total number of
outstanding Shares.
(e) If HLR
acquires control of the Issuer, it currently intends that no dividends will be
declared on the Shares prior to the acquisition of the entire equity interest in
the Issuer.
(f) Upon
consummation of the Merger, the Issuer will become a wholly-owned subsidiary of
HLR. In the event that HLR acquires control of the Issuer, it currently expects
to discontinue the operations of the Issuer and integrate the Issuer’s
activities under existing collaboration agreements between the Issuer, HLR and
F. Hoffmann-La Roche Ltd into the Roche Group global organization.
(g)
Pursuant to the Merger Agreement, upon consummation of the Merger, the
certificate of incorporation of the Issuer shall be the certificate of
incorporation of the Surviving Corporation and the bylaws of Merger Subsidiary
shall be the bylaws of the Surviving Corporation.
(h) Upon
consummation of the Merger, the Common Stock will delist from and no longer be
quoted on the NASDAQ Capital Market.
(i) Upon
consummation of the Merger, the Common Stock will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
(j) Other
than as described above, Roche currently has no plans or proposals which relate
to, or would result in, any action similar to any of the matters listed in Items
4(a)−(i) of this Schedule 13D (although Roche reserves the right to develop such
plans).
The
description contained in this Item 4 of the transactions contemplated by the
Merger Agreement and the Tender and Support Agreement is qualified in its
entirety by reference to the full texts of the Merger Agreement and the Tender
and Support Agreement, the terms of each of which are incorporated herein by
reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer
on November 25, 2008 and Exhibit (e)(2) of the Schedule 14D-9 filed by the
Issuer on December 3, 2008. Except as set forth in this Schedule 13D, the Merger
Agreement and the Tender and Support Agreement, neither Roche nor HLR has and,
to the best of the Roche’s and HLR’s knowledge, none of the individuals named in
Schedule A hereto, have any plans or proposals which relate to or which would
result in or relate to any of the actions specified in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
(a)−(b) By
virtue of the Tender and Support Agreement, Roche and HLR may be deemed to share
with the Stockholders the power to vote, and may be deemed to be the beneficial
owner of, 30,744,999 shares of Common Stock (including 6,523,533 shares subject
to outstanding options), representing 29.5% of the outstanding Shares.
Roche and
HLR, however, hereby disclaim beneficial ownership of such shares and this
statement shall not be construed as an admission that Roche or HLR is, for any
or all purposes, the beneficial owner of the securities covered by this
statement. In addition, HLR beneficially owns 500,926 Shares, which
were purchased on September 11, 2003.
(c) Except
as described in this Schedule 13D, there have been no transactions in the shares
of Common Stock effected by Roche or HLR, or, to the best of Roche’s or HLR’s
knowledge, any person or entity identified on Schedule A hereto, during the last
60 days.
(d) Not
applicable.
(e) Not
applicable.
Item
6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The
information set forth under Items 3, 4 and 5 and the agreements set forth on the
Exhibits attached hereto are incorporated herein by reference. As
described in Item 4, Roche Group anticipates that it will acquire the entire
common equity interest in the Issuer pursuant to the Merger
Agreement. Other than the Merger Agreement and the Tender and Support
Agreement described above, to the best of Roche’s and HLR’s knowledge, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
between Roche or HLR or any person listed on Schedule A hereto, and any person
with respect to the 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, including any
securities pledged or otherwise subject to a contingency the occurrence of which
would give another person voting power or investment power over such securities
other than standard default and similar provisions contained in loan
agreements.
Item
7. Material to be Filed as Exhibits
Exhibit
99.1: Joint Filing Agreement.
Exhibit
99.2: Agreement and Plan of Merger dated as of November 25, 2008 between the
Issuer, HLR and Merger Sub (incorporated by reference to the Current Report on
Form 8-K filed by the Issuer on November 25, 2008).
Exhibit
99.3: Stockholder Tender and Support Agreement dated as of November 25, 2008
between the HLR and each of the individuals or entities listed on the signature
page thereto (incorporated by reference to the Current Report on Form 8-K filed
by the Issuer on November 25, 2008).
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.
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ROCHE
HOLDING LTD
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By:
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/s/
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Beat
Kraehenmann
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Name:
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Beat
Kraehenmann
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Title:
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Authorized
Signatory
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By:
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/s/
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Steve
Krognes
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Name:
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Steve
Krognes
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Title:
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Head
M&A
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HOFFMANN-LA
ROCHE INC.
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By:
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/s/
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Frederick
C. Kentz III
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Name:
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Frederick
C. Kentz III
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Title:
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Vice
President
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SCHEDULE
A
DIRECTORS
AND EXECUTIVE OFFICERS OF REPORTING PERSONS
Directors
and Executive Officers of Roche:
The name, current principal occupation
or employment of each director and executive officer of Roche are set forth
below. Unless otherwise indicated, each occupation set forth opposite an
individual’s name refers to a position with Roche. The business address of each
of the below individuals is Roche is Grenzacherstrasse 124, CH-4070, Basel,
Switzerland. All directors and executive officers listed below are Swiss
citizens, except: Dr. Franz B. Humer, who is a dual citizen of Switzerland and
Austria, Prof. Dr. Pius Baschera and Prof. Dr. Beatrice Weder di Mauro, who are
dual citizens of Switzerland and Italy, Prof. Dr. John Irving Bell, who is a
dual citizen of Canada and the United Kingdom, Peter Brabeck-Letmathe, Dr.
Wolfgang Ruttenstorfer and Dr. Severin Schwan, who are citizens of Austria, Dr.
DeAnne Julius, who is a dual citizen of the United States and the United
Kingdom, Prof. Dr. Horst Teltschik, who is a citizen of Germany, Lodewijk J.R.
de Vink, who is a citizen of the United States, and William M. Burns and Prof.
Jonathan K.C. Knowles, who are citizens of the United Kingdom.
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Present
Principal Occupation Including Name and Address of
Employer
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Directors
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Dr.
Franz B. Humer
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Chairman
of the Board of Directors
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Prof.
Dr. Bruno Gehrig
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Vice
Chairman and Independent Lead Director
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André
Hoffmann
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Vice
Chairman
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Prof.
Dr. Pius Baschera
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Chairman
of the Board of Directors of Hilti Corporation (company that sells devices
and systems for the construction and engineering
business)
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Prof.
Dr. John Irving Bell
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Regius
Professor of Medicine, Oxford University
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Peter
Brabeck-Letmathe
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Chairman
of the Board of Directors of Nestle, S.A. (global food
company)
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Lodewijk
J.R. de Vink
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Founding
Member and Consultant of Blackstone Healthcare Partners, LLC (private
equity group)
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Walter
Frey
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President
of Emil Frey Group (car dealing group)
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Dr.
DeAnne Julius
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Chairman,
Royal Institute of International Affairs (also known as Chatham House,
which is an organization for the analysis of international
issues)
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Dr.
Andreas Oeri
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Surgeon
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Dr.
Wolfgang Ruttenstorfer
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Chairman
of the Executive Board and Chief Executive Officer of OMV (Oil and Gas
Group)
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Prof.
Dr. Horst Teltschik
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President
of Teltschik Associates
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Prof.
Dr. Beatrice Weder di Mauro
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Professor
of International Finance and Macroeconomics at the University of
Mainz
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Present
Principal Occupation Including Name and Address of
Employer
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Executive
Officers
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Dr.
Severin Schwan
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Chief
Executive Officer
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Dr.
Erich Hunziker
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Chief
Financial Officer and Deputy Head of the Corporate Executive
Committee
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William
M. Burns
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Chief
Executive Officer of the Pharmaceuticals Division
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Prof.
Jonathan K.C. Knowles
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Head
Global Research
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Juergen
Schwiezer
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Chief
Executive Officer of the Diagnostics Division
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Sylvia
Ayyoubi
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Head
of Corporate Human Resources
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Dr.
Gottlieb A. Keller
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General
Counsel and Head of Corporate Services and Secretary to the
Board
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Directors and Executive Officers of
HLR:
The name, current principal occupation
or employment of each director, executive officer of HLR are set forth below.
Unless otherwise indicated, each occupation set forth opposite an individual’s
name refers to a position with HLR. The business address of each director and
executive officer of HLR is 340 Kingsland Street, Nutley, New Jersey 07110. All
directors and executive officers listed below are citizens of the United States,
except Ivor Macleod, who is a dual citizen of the United States and the United
Kingdom.
|
|
|
Present
Principal Occupation Including Name and Address of
Employer
|
|
Directors
|
|
|
|
|
|
|
|
George
Abercrombie
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
Frederick
C. Kentz III
|
|
General
Counsel
|
|
|
|
Present
Principal Occupation Including Name and Address of
Employer
|
|
Executive
Officers
|
|
|
|
|
|
|
|
George
Abercrombie
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
Frederick
C. Kentz III
|
|
General
Counsel
|
|
|
|
|
|
Stephen
Grossman
|
|
Vice
President
|
|
|
|
|
|
Ivor
Macleod
|
|
Chief
Financial Officer and Vice
President
|
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