UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
ANORMED, INC.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
035910108
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(CUSIP Number)
Leo Kirby
667 Madison Avenue, 19th Floor
New York, NY 10021
(212) 521-2418
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 21, 2006
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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 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. |_|
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.
*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 (the "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
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CUSIP No. 035910108 Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Julian C. Baker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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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
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9,411,500
WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
9,411,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,411,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE 13D
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CUSIP No. 035910108 Page 3 of 7 Pages
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1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Felix J. Baker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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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
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 25,000
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9,411,500
WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
25,000
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,411,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,436,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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This Amendment No. 7 to Schedule 13D is being filed by Julian C. Baker and
Felix J. Baker (the "Reporting Persons") to amend and supplement the statement
on Schedule 13D previously filed by them, as heretofore amended, with respect to
the common stock, no par value (the "Common Stock"), of AnorMED, Inc. (the
"Company"). Except as amended and supplemented hereby, that statement remains in
full force and effect.
Item 4. Purpose of Transaction.
At the shareholders' meeting of the Company on April 21, 2006, the slate
of directors nominated by the Reporting Persons was elected by the shareholders,
and immediately after the shareholders' meeting the Board of Directors elected
two additional directors. The Board of Directors now consists of the following
persons:
o Dr. Michael Abrams, President and Chief Executive Officer of the
Company
o Felix J. Baker, Ph.D., Managing Member of Baker Bros. Advisors, LLC
o Joseph P. Dougherty, Ph.D., Managing Director of Seaview Securities
LLC
o Henry Fuchs, M.D., Ph.D., Executive Vice President and Chief Medical
Officer, Onyx Pharmaceuticals Inc.
o Kenneth Galbraith, President, Gigha Consulting Ltd. and Chairman of
the Board of the Company
o Dr. William Hunter, Chief Executive Officer of Angiotech
Pharmaceuticals Inc.
o Jacques R. Lapointe, Chairman, Conjuchem Inc.
o I. Berl Nadler, Partner, Davies Ward Phillips & Vineberg LLP
o Kelvin Neu, M.D., Associate, Baker Bros. Advisors, LLC
o Klaus Veitinger, M.D., Ph.D., Member of the Executive Board and
Chief Executive Officer, U.S. & Asian Operations, Schwarz Pharma AG
As a result of these events, the Reporting Persons no longer have any
disagreements with the Board of Directors of the Company. At this time the
entities named in Item 5 are holding the shares of Common Stock solely for
investment. The Reporting Persons expect to review from time to time the
investment positions of these entities and may, depending on market and other
conditions, increase or decrease their holdings.
Whether the entities purchase any additional shares of Common Stock or
dispose of any shares of Common Stock, and the amount and timing of any such
transactions, will depend upon the Reporting Persons' continuing assessments of
pertinent factors, including the availability of shares of Common Stock for
purchase at particular price levels, the Company's business and prospects, other
business investment opportunities, economic conditions, stock market conditions,
money market conditions, the attitudes and actions of the Board of Directors and
management of the Company, the availability and nature of opportunities to
dispose of shares in the Company and other plans and requirements of the
particular entities. Depending upon their assessments of these factors from time
to time, the Reporting Persons may change their present intentions as stated
above, including determining to acquire additional shares of Common Stock (by
means of open market or privately negotiated purchases) or to dispose of some or
all of the shares of Common Stock under their control. The Reporting Persons do
not have any plans or proposals with respect to any extraordinary corporate
transaction involving the Company or any sale of its assets or any change in its
Board of Directors, management, capitalization, dividend strategy, charter or
by-laws, or any other change in its business or corporate structure or with
respect to the delisting or deregistration of any of its securities including,
without limitation, those matters described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D. Felix J. Baker, one of the Reporting Persons, is a
director of the Company.
Item 5. Interest in Securities of the Issuer.
Set forth in the table below is the aggregate number of shares of Common
Stock owned, including shares that may be acquired upon the exercise of options
by each of the following on December 8, 2005, together with the percentage of
outstanding shares of Common Stock that such ownership represents based upon
41,222,039 shares outstanding as reported on the Company's March 22, 2006 proxy
circular.
Page 4 of 7 Pages
Percent of
Number of Class
Name Shares Outstanding
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Baker Bros. Investments, L.P. 330,058 0.8%
Baker Bros. Investments II, L.P. 351,749 0.9%
Baker Biotech Fund I, L.P. 3,604,520 8.7%
Baker Brothers Life Sciences, L.P. 5,013,859 12.2%
14159, L.P. 83,137 0.2%
Baker/Tisch Investments, L.P. 28,177 0.1%
Felix J. Baker 25,000 0.0%
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Total 9,436,500 22.9%
By virtue of their ownership of entities that have the power to control
the investment decisions of the limited partnerships listed in the table above,
Julian C. Baker and Felix J. Baker may each be deemed to be beneficial owners of
shares owned by such entities and may be deemed to have shared power to vote or
direct the vote of and shared power to dispose or direct the disposition of such
securities.
Item 7. Material To Be Filed as Exhibits.
Exhibit 1 Agreement regarding the joint filing of this statement.
Page 5 of 7 Pages
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.
May 9, 2006
By: /s/ Julian C. Baker
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Julian C. Baker
By: /s/ Felix J. Baker
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Felix J. Baker
Page 6 of 7 Pages
EXHIBIT 1
AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that this Statement on Schedule
13D relating to the Common Stock, no par value, of Anormed Inc. is being filed
with the Securities and Exchange Commission on behalf of each of them.
May 9, 2006
By: /s/ Julian C. Baker
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Julian C. Baker
By: /s/ Felix J. Baker
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Felix J. Baker
Page 7 of 7 Pages