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 Pharsight Corporation, a Delaware
corporation (“Issuer”). The principal executive office of Issuer is
located at 321 E. Evelyn Avenue, 3rd Floor, Mountain View, CA
94041.
Item
2. Identity and Background.
(a) This
statement on Schedule 13D is being filed jointly on behalf of the following
persons (collectively, the “Reporting Persons”): (i) Vector Capital III, L.P., a
Delaware limited partnership (“VC III LP”), (ii) Vector Capital Partners III,
L.L.C., a Delaware limited liability company (“VCP III LLC,” and together with
VC III LP, “Vector”), (iii) Alexander R. Slusky, an individual (“Mr. Slusky”),
(iv) Tripos (DE), Inc., a Delaware corporation (“Tripos DE”), (v) Tripos
International Cooperative UA, a Netherlands partnership (“Tripos Co-op”), (vi)
Tripos (Cayman) LP, a Cayman Islands limited partnership (“Tripos Cayman LP”)
and (vii) Tripos (Cayman) Ltd., a Cayman Islands limited company (“Tripos
Cayman,” and collectively with Tripos DE, Tripos Co-Op and Tripos Cayman LP,
“Tripos”). Tripos DE is a wholly owned subsidiary of Tripos Co-Op which in turn
is a wholly owned subsidiary of Tripos Cayman LP. Tripos Cayman is the sole
General Partner of Tripos Cayman LP. VC III LP is the sole Member of
Tripos Cayman LP and Tripos Cayman. VCP III LLC is the sole General Partner of
VC III LP. Mr. Slusky is the Managing Member of VCP III LLC. The agreement among
the Reporting Persons relating to the joint filing of this statement is attached
to this statement on Schedule 13D as Exhibit 1.
The name,
business address, present principal occupation or employment and citizenship of
each director and executive officer of Tripos DE is set forth on Schedule
A.
(b) The
business address for Mr. Slusky and Vector is 456 Montgomery Street, 19th Floor,
San Francisco, California 94104. The business address for Tripos is 1699 South
Hanley Road, St. Louis, MO 63144.
(c) The
business of Tripos is to provide products and services to pharmaceutical
companies and research facilities to accelerate the identification and
optimization of new compounds that have the potential to become drug products.
The principal employment of Mr. Slusky is as the sole Director and President of
Vector Capital Corporation, a Delaware corporation, which is principally engaged
in the business of managing a portfolio of funds, including Vector.
(d) During
the last five years, none of the Reporting Persons, or, to the knowledge of the
Reporting Persons, any of the persons listed on Schedule A attached hereto, has
been convicted in a criminal proceeding.
(e) During
the last five years, none of the Reporting Persons , or, to the knowledge of the
Reporting Persons, any of the persons listed on Schedule A attached hereto, 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.
(f) Mr.
Slusky is a United States citizen.
Item
3. Source and Amount of Funds or Other Consideration.
On
September 8, 2008, Issuer, Tripos DE and Pearson Merger Corporation, a Delaware
corporation and wholly owned subsidiary of Tripos DE (“Pearson Merger Sub”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant
to which, subject to the satisfaction or waiver of the conditions therein,
Pearson Merger Sub will merge with and into Issuer (the “Merger”), Pearson
Merger Sub’s separate corporate existence will cease and Issuer will continue as
the surviving corporation and as a direct, wholly-owned subsidiary of Tripos
DE.
As an
inducement to enter into the Merger Agreement, and in consideration thereof,
Tripos DE entered into a voting agreement with each of:
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·
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Dean
and Lavon Morton Trust
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·
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Asset
Management Associates 1996, L.P.
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·
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Alloy
Partners 2000, L.P.
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·
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Alloy
Ventures 2000, L.P.
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·
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Alloy
Corporate 2000, L.P.
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·
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Alloy
Investors 2000, L.P.
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(each a
“Stockholder”), dated as of the date of the Merger Agreement (the “Voting
Agreements”). Pursuant to the Voting Agreements, each Stockholder has agreed to
vote in favor of the adoption and approval of the Merger Agreement and has
granted to Tripos DE an irrevocable proxy to vote or exercise its right to
consent with respect to all Shares that each Stockholder is entitled to vote at
the time of any vote or action by written consent to approve and adopt the
Merger Agreement and any action required in furtherance thereof at any meeting
of the stockholders of the Issuer, and at any adjournment thereof, at which such
Merger Agreement, or such other required actions, are submitted for the
consideration and vote of the stockholders of the Issuer.
Shared
voting power with respect to the Shares owned by the Stockholders may be deemed
to have been acquired through execution of the Voting Agreements. The
Reporting Persons have not expended any funds in connection with the execution
of the Voting Agreements.
Schedule B
attached hereto contains the names and number of Shares beneficially held by
each Stockholder.
The
foregoing descriptions of the Merger Agreement and the Voting Agreements do not
purport to be complete and are qualified in their entirety by reference to such
agreements. Copies of the Merger Agreement, listed as Exhibit 2
hereto, and the form of the Voting Agreement, listed as Exhibit 3 hereto, are
incorporated by reference to Exhibit 2.1 and Exhibit 99.1, respectively, of
Issuer’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 9, 2008.
Item
4. Purpose of Transaction.
As
described in Item 3 above, this statement is being filed in connection with the
Voting Agreements among Tripos DE and each of the Stockholders party thereto in
connection with the Merger and the related Merger Agreement.
Upon the
consummation of the Merger, (i) Issuer will become a wholly owned subsidiary of
Tripos DE and (ii) each Share will be converted into the right to receive $5.50
in cash, subject to certain exceptions more fully described in the Merger
Agreement. In addition, options to acquire Shares outstanding
immediately prior to the consummation of the Merger will, upon consummation of
the Merger, be vested in full (where such options are subject to vesting
requirements), cancelled and automatically converted into the right to receive
an amount of cash equal to the excess, if any, of $5.50 over the per share
exercise price for each such option.
From and
after the effective time of the Merger and pursuant to the Merger Agreement, (i)
James Hopkins and John D. Yingling, the directors of Pearson Merger Sub, will
serve as the directors of Issuer until one or more successors are duly elected
or appointed and qualified in accordance with applicable law, (ii) the officers
of Pearson Merger Sub immediately prior to the effective time of the Merger will
be the officers of Issuer until successors are
duly
elected or appointed and qualified in accordance with applicable law, (iii) the
certificate of incorporation of the Issuer will be amended at the effective time
of the Merger as set forth in the Merger Agreement and, as so amended, will be
the certificate of incorporation of the Issuer as the surviving corporation and
(iv) the bylaws of Pearson Merger Sub in effect immediately prior to the
effective time of the Merger will be the bylaws of Issuer.
Following
the Merger, the Shares will no longer be traded on the Nasdaq, there will be no
public market for the Shares and registration of the Shares under the Exchange
Act will be terminated.
Except as
set forth in this Statement and in connection with the Merger described above,
the Reporting Persons have no 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.
Item
5. Interest in Securities of the Issuer.
(a) and
(b) Other than those Shares that may be deemed to be
beneficially owned in connection with the Voting Agreements, the Reporting
Persons have not acquired and, for the purposes of Rule 13d-4 promulgated under
the Exchange Act, do not beneficially own any Shares.
As a
result of the Voting Agreements, the Reporting Persons may be deemed to have the
power to vote up to 3,151,220 Shares in favor of approval of the Merger
Agreement, and thus, for the purpose of Rule 13d-3 promulgated under the
Exchange Act, the Reporting Persons may be deemed to be the beneficial owners of
an aggregate of 3,151,220 Shares. All Shares that may be deemed to be
beneficially owned by the Reporting Persons constitute approximately 33.2% of
the issued and outstanding Shares as of August 29, 2008 (as represented by
Issuer in the Merger Agreement).
The
Reporting Persons (i) are not entitled to any rights as a stockholder of Issuer
as to the Shares covered by the Voting Agreements, except as otherwise expressly
provided in the Voting Agreements and (ii) disclaim all beneficial ownership of
such Shares.
Except as
set forth in this Item 5(a), to the knowledge of the Reporting Persons, none of
the Reporting Persons beneficially owns any Shares.
(c)
Except for the agreements described above, to the knowledge of the Reporting
Persons, no transactions in the class of securities reported have been effected
during the past 60 days by any person named in Schedule A or Item
5(a).
(d)
To the knowledge of the Reporting Persons, 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, the securities of Issuer reported herein.
(e)
Inapplicable.
Item
6.
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except for
the agreements described above, to the knowledge of the Reporting Persons, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise), 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, between the persons enumerated in Item 2, and any other
person, with respect to any securities of Issuer, 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.
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Exhibit
1
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Agreement
of Joint Filing among the Reporting Persons.
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Exhibit
2
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Agreement
and Plan of Merger, dated September 8, 2008, by and among Tripos (DE),
Inc., Pearson Merger Corporation and Pharsight Corporation (incorporated
by reference to Exhibit 2.1 to Pharsight Corporation’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on September 9,
2008)
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Exhibit
3
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Form
of Voting Agreement between Tripos (DE), Inc. and each of the Stockholders
party thereto, dated September 8, 2008 (incorporated by reference to
Exhibit 2.1 to Pharsight Corporation’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 9,
2008)
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SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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Dated: September
16, 2008
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VECTOR
CAPITAL III, L.P.
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By:
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Vector
Capital Partners III, L.L.C., is General
Partner
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By:
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/s/ Alexander R. Slusky
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Name: Alexander
R. Slusky
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Title: Managing
Member
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VECTOR
CAPITAL PARTNERS III, L.L.C.
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By:
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/s/ Alexander R. Slusky
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Name: Alexander
R. Slusky
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Title: Managing
Member
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ALEXANDER
R. SLUSKY
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/s/ Alexander R.
Slusky
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Alexander
R. Slusky
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TRIPOS
(DE), INC.
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By:
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/s/ Dewey Chambers
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Name: Dewey
Chambers
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Title: Treasurer
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TRIPOS
INTERNATIONAL COOPERATIVE UA
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By:
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/s/ Dewey Chambers
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Name: Dewey
Chambers
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Title: Director
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TRIPOS
(CAYMAN) LP
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By:
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Tripos
(Cayman) Ltd, is General Partner
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By:
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/s/ Dewey Chambers
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Name: Dewey
Chambers
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Title: Chief
Financial Officer
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TRIPOS
(CAYMAN) LTD
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By:
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/s/ Dewey Chambers
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Name: Dewey
Chambers
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Title: Chief
Financial Officer
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SCHEDULE
A
DIRECTORS
AND EXECUTIVE OFFICERS OF TRIPOS (DE), INC.
The name, business address, title,
present principal occupation or employment of each of the directors and
executive officers of Tripos (DE), Inc., are set forth below.
The business address for the directors
is 456 Montgomery Street, 19th Floor, San Francisco, California
94104. The business address for the executive officers is 1699 South
Hanley Road, St. Louis, MO 6314. Each occupation set forth opposite a
director’s name refers to Vector Capital Corporation, a Delaware corporation,
which is principally engaged in the business of managing a portfolio of
funds. Each occupation set forth opposite an executive officer’s name
refers to Tripos (DE), Inc. All of the persons listed below are
citizens of the United States of America.
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Present
Principal Occupation
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Directors
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Alex
Slusky
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Managing
Partner
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Chris
Nicholson
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Partner
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Amish
Mehta
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Partner
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Dewey
Chambers
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Chief
Financial Officer
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Present
Principal Occupation
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Executive
Officers
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James
Hopkins
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President
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John
D. Yingling
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CFO
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James
H. Munn
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Secretary
(
primary
occupation
: Secretary, Tripos International Spain S.L. –
Zweigneiderlassung Deutschland (“Tripos Spain”);
business
address
: Martin-Kollar-Strasse 17, Munich, D-81829
Germany;
principal
business of Tripos Spain
: same as Tripos (DE), Inc.;
address of Tripos
Spain:
Calle Ercilla
25, 1st Floor, Bilbao, Spain 48011)
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Shares Owned
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Options
Owned
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Warrants
Owned
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Daniel
Weiner
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301,33
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178,331
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John
E. Murphy
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85,000
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Arthur
H. Reidel
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308,783
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50,165
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Howard
B. Rosen
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46,832
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John
J. Schickling
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40,166
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Shawn
M. O’Connor
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456,664
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William
Frederick
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136,664
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James
Hayden
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131,664
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Mark
Hovde
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164,998
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Dean
O. Morton
1
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17,360
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60,164
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Dean
and Lavon Morton Trust
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13,333
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MDLC
Partners, L.P.
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3,333
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Douglas
E. Kelly, M.D.
2
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2,523,744
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28,497
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302,440
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Asset
Management Associates 1996, L.P.
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1,072,080
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Alloy
Partners 2000, L.P.
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53,996
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11,252
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Alloy
Ventures 2000, L.P.
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1,053,770
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219,538
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Alloy
Corporate 2000, L.P.
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126,633
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26,385
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Alloy
Investors 2000, L.P.
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217,265
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45,265
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_______________
1. Mr.
Morton’s total beneficial ownership amounts include (i) options held by Mr.
Morton to purchase 60,164 shares of common stock, (ii) 694 shares of common
stock, (iii) 3,333 shares held by MDLC Partners, L.P., and (iv) 13,333 shares
held by the Dean and LaVon Morton Trust.
2. Dr.
Kelly’s total beneficial ownership amounts include (i) options held by Dr. Kelly
to purchase 28,497 shares of common stock, (ii) 1,072,080 shares of common stock
held by Asset Management Associates 1996, L.P., (iii) 53,996 shares of common
stock and a warrant to purchase 11,252 shares of common stock held by Alloy
Partners 2000, L.P., (iv) 1,053,770 shares of common stock and a warrant to
purchase 219,538 shares of common stock held by Allow Ventures 2000, L.P., (v)
126,633 shares of common stock and a warrant to purchase 26,385 shares of common
stock held by Alloy Corporate 2000, L.P. and (vi) 217,265 shares of
common stock and a warrant to purchase 45,265 shares of common stock held by
Alloy Investors 2000, L.P.
Page 15
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